AWRE Aware Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): March 13, 2025

AWARE, INC.

(Exact name of registrant as specified in its charter)

Massachusetts	000-21129	04-2911026
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

76 Blanchard Road, Burlington, MA, 01803

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 687-0300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	AWRE	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTOR; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On March 13, 2025, Aware and Ajay K. Amlani, Aware’s President and Chief Executive Officer, entered into an Amendment to Employment Agreement (the “Amendment”). Pursuant to the Amendment, Mr. Amlani and Aware agreed that Mr. Amlani’s base salary for the period from March 16, 2025 through December 31, 2025 will be paid 20% in cash and 80% in restricted stock units of the Company. Accordingly, on March 13, 2025, Aware granted Mr. Amlani an award of restricted stock units with a grant date fair value of $253,333 and representing the right to receive 166,229 shares of common stock of Aware. Such restricted stock units will vest in nine equal monthly installments on the 16th day of each month with the first vesting to occur on April 16, 2025 and with the final vesting to occur on December 16, 2025.

A copy of the Amendment is attached as Exhibit 10.1 to this Report. The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this report:

(d) EXHIBITS.

Number	Description
10.1	Amendment to Employment Agreement dated as of March 13, 2025 by and between Aware, Inc. and Ajay K. Amlani.
104	Cover Page Interactive Data File (embedded within XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		AWARE, INC.
Dated: March 17, 2025		By:	/s/ David K. Traverse
			David K. Traverse
			Chief Financial Officer

 

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EHIBIT 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) is entered into as of March 13, 2025 (the “Effective Date”), by and between Aware, Inc., a Massachusetts corporation with its principal offices located at 76 Blanchard Road, Burlington, Massachusetts 01803 (together with its successors and assigns, the "Company"), and Ajay K. Amlani (the "Executive").

WHEREAS, the Company and the Executive entered into an Employment Agreement dated as of February 3, 2025 (the “Employment Agreement”);

WHEREAS, pursuant to the Employment Agreement, the Executive is entitled to a Base Salary of $400,000 per annum;

WHEREAS, the Executive’s pro-rated Base Salary from March 16, 2025 through December 31, 2025 is $316,666.67 (the “2025 Pro-Rated Salary”);

WHEREAS, the Executive and the Company would like the Company to pay the 2025 Pro-Rated Salary (a) 20% in cash (totaling $63,333) and (b) 80% in restricted stock units of the Company (totaling $253,333 in value);

WHEREAS, in order to effect the foregoing, the Company plans immediately after the signing of this Amendment to grant the Executive an award of restricted stock units with a fair value of $253,333.34 based on the average closing price of the Company’s common stock as reported by Nasdaq on the five consecutive trading days ending on the Effective Date;

WHEREAS, the average closing price of the Company’s common stock as reported by Nasdaq on the five consecutive trading days ending on the Effective Date is $1.524, which means the Company will grant the Executive an award of restricted stock units for 166,229 shares of common stock of the Company (the “Restricted Stock Award”), representing a fair value of $253,333;

WHEREAS, the Restricted Stock Award will vest in equal monthly installments during the period March 16, 2025 through December 31, 2025 as set forth herein; and

WHEREAS, the Company and the Executive desire to amend the Employment Agreement to accomplish the foregoing on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.

EXECUTIVE		AWARE, INC.
/s/ Ajay K. Amlani Ajay K. Amlani		By: /s/ Brian D. Connolly         Brian D. Connolly

 

 

 

 

 

 

 

 

 

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v3.25.1

Document and Entity Information	Mar. 13, 2025
Cover [Abstract]
Entity Registrant Name	AWARE, INC.
Amendment Flag	false
Entity Central Index Key	0001015739
Document Type	8-K
Document Period End Date	Mar. 13, 2025
Entity Incorporation State Country Code	MA
Entity File Number	000-21129
Entity Tax Identification Number	04-2911026
Entity Address, Address Line One	76 Blanchard Road
Entity Address, City or Town	Burlington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01803
City Area Code	(781)
Local Phone Number	687-0300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $.01 per share
Trading Symbol	AWRE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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