AWRE

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): July 15, 2022

AWARE, INC.

(Exact name of registrant as specified in its charter)

40 Middlesex Turnpike, Bedford, MA, 01730

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 276-4000

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:

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

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.  ☐

On July 15, 2022, Aware, Inc. (“Aware”) notified Robert Mungovan, its Chief Commercial Officer, that as part of a realignment of its commercial organization, Aware plans to eliminate the position of Chief Commercial Officer effective as of August 31, 2022. Aware intends to transition the leadership of its commercial organization to a Chief Revenue Officer.

Also on July 15, 2022, Mr. Mungovan and Aware entered into an amendment (the “Amendment”) to Mr. Mungovan’s existing employment agreement dated October 1, 2019 (the “Employment Agreement”). Pursuant to the Amendment, Mr. Mungovan’s employment by Aware will continue until August 31, 2022, during which time Mr. Mungovan will continue to perform executive-level functions and will assist Aware in transitioning his position to the new Chief Revenue Officer. Unless Mr. Mungovan’s employment by Aware is terminated by Aware for Cause (as defined in the Employment Agreement) or by Mr. Mungovan other than for Good Reason (as defined in the Employment Agreement), in either case prior to August 31, 2022, and subject to Mr. Mungovan’s execution and delivery of a noncompetition agreement and a release in the forms attached to the Employment Agreement, the Company will continue to pay Mr. Mungovan’s base salary for a period of twelve months beginning on September 1, 2022.

The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1.

(d) Exhibits

The following exhibits are filed or furnished, as applicable, with this Current Report on Form 8-K.

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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.

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