Form 8-K - Current report

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): December 31, 2024

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. ☐

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

On October 30, 2024, Aware, Inc. (the “Company”) reported that it had entered into an agreement with Robert A. Eckel, who was then serving as the Company’s Chief Executive Officer and President and as a member of the Company’s Board of Directors, for Mr. Eckel to resign from those positions effective as of December 31, 2024. On December 31, 2024, Mr. Eckel’s resignation from those positions became effective.

On January 1, 2025, the Company’s Board of Directors appointed David K. Traverse, the Company’s Chief Financial Officer, to serve as the Company’s interim Chief Executive Officer and President. Mr. Traverse is 51 years old and has served as the principal financial officer of Aware since October 2023 and as Aware’s Chief Financial Officer since June 1, 2024. Mr. Traverse previously served as the Company’s Corporate Controller since April 27, 2020. Prior to joining the Company, Mr. Traverse was Vice President and Corporate Controller at SeaChange International from November 2018 through April 2020 and Vice President Finance and Chief Financial Officer at Artel Video Systems from October 2015 to October 2018. Mr. Traverse received a Bachelor of Science in Accounting from the University of Massachusetts Lowell.

ITEM 7.01. REGULATION FD DISCLOSURE.

On January 2, 2025, the Company issued a press release announcing Mr. Traverse’s appointment as interim Chief Executive Officer and President. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

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


99.1 104	Press Release dated January 2, 2025 Cover Page Interactive Data File (embedded within XBRL document)

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: January 2, 2025	By:	/s/ David K. Traverse
		David K. Traverse
		Interim Chief Executive Officer, President
		and Chief Financial Officer

FOR RELEASE

CONTACT

Company Contact

Delaney Gembis

Aware, Inc.

781-687-0393

marketing@aware.com

Aware Announces Interim Chief Executive Officer

David Traverse named interim CEO and President

BURLINGTON, MASS. - January 2, 2025 - Aware, Inc. (NASDAQ: AWRE), a leading global biometric authentication company, today announced that its Board of Directors has appointed Aware Chief Financial Officer (CFO) David Traverse as Interim Chief Executive Officer (CEO), effective January 1, 2025. This appointment follows the effectiveness of Bob Eckel’s previously announced resignation as Aware’s CEO on December 31, 2024, a position he held since September 2019. David Traverse will fulfill the function of interim CEO until the search for a new CEO is complete.

“We want to express our deepest gratitude to Bob for more than five years of dedicated service to Aware and his unwavering commitment to advancing adoption of biometric authentication,” says Brent P. Johnstone, Chairman of the Board, Aware. “At the same time, we are excited about the candidates and progress we have made in our CEO search, the results of which we expect to announce in the near future.”

David Traverse joined Aware in April of 2020 as Corporate Controller before serving as Principal Financial Officer and Treasurer starting October 2023. In June of 2024, he was then appointed Chief Financial Officer. Mr. Traverse has an extensive background in Finance and Public Accounting. Prior to joining Aware, he was Vice President and Corporate Controller at SeaChange International from November 2018 through April 2020 and Vice President of Finance and Chief Financial Officer at Artel Video Systems from October 2015 to October 2018. Mr. Traverse has also worked as a Certified Public Accountant at several public accounting firms and received a Bachelor of Science in Accounting from the University of Massachusetts Lowell.

About Aware

Aware is a global biometric platform company that uses data science, machine learning, and artificial intelligence to tackle everyday business and identity challenges through biometrics. For over 30 years we’ve been a trusted name in the field. Aware’s offerings address the growing challenges that government and commercial enterprises face in knowing, authenticating and securing individuals through frictionless and highly secure user experiences. Our algorithms are based on diverse operational data sets from around the world, and we prioritize making biometric technology in an ethical and responsible manner. Aware is a publicly held company (NASDAQ: AWRE) based in Burlington, Massachusetts. To learn more, visit our website or follow us on LinkedIn and X.

Safe Harbor Warning

Portions of this release contain forward-looking statements regarding future events and are subject to risks and uncertainties, such as our expectations regarding our new product. Aware wishes to caution you that there are factors that could cause actual results to differ materially from the results indicated by such statements, including the risk that we may not be successful in hiring a permanent Chief Executive Officer in the timeframe that we expect. We refer you to the documents Aware files from time to time with the Securities and Exchange Commission, specifically the section titled Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2023 and other reports and filings made with the Securities and Exchange Commission.

###

Document and Entity Information	Dec. 31, 2024
Cover [Abstract]
Entity Registrant Name	AWARE, INC.
Amendment Flag	false
Entity Central Index Key	0001015739
Document Type	8-K
Document Period End Date	Dec. 31, 2024
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