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): May 9, 2025

AWARE, INC.

(Exact name of registrant as specified in its charter)

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:

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 May 9, 2025, the Compensation Committee of our board of directors (the “Compensation Committee”) approved the Aware, Inc. Executive Bonus Plan for 2025 (the “Plan”) and established performance goals and target bonuses thereunder.

Pursuant to the Plan, each of Ajay Amlani, our Chief Executive Officer and President, Brian Krause, our Chief Revenue Officer, Mohamed Lazzouni, our Chief Technical Officer, and David Traverse, our Chief Financial Officer, (the “Participants”), will be eligible to receive bonuses based upon the achievement of certain performance goals.

Under the Plan, Mr. Amlani will be eligible to receive a target bonus of $183,333; Mr. Krause will be eligible to receive a target bonus of $100,000; Mr. Lazzouni will be eligible to receive a target bonus of $156,245; and Mr. Traverse will be eligible to receive a target bonus of $94,760.

The amounts payable under the Plan to each of the Participants are based on our achievement of performance goals in 2025 (the “Performance Goals”) as follows:

Each Performance Goal is evaluated independently, and the target bonus potentially payable with respect to a Performance Goal (a “Performance Goal Target Bonus”) is equal to the Participant’s target bonus multiplied by the performance goal weight for that Performance Goal. For each Performance Goal, the Compensation Committee established a threshold (the “Performance Goal Threshold”) and a target (the “Performance Goal Target”). No bonuses will become payable under the Plan for any Performance Goal unless our revenue in 2025 meets or exceeds the Performance Goal Threshold for revenue.

If our revenue in 2025 meets or exceeds the Performance Goal Threshold for revenue, then the bonus payable with respect to each Performance Goal shall be calculated as follows:

In addition, the Compensation Committee established an enhanced target for the revenue Performance Goal, which is equal to 130% of the revenue Performance Goal Target. An incremental bonus of up to 300% of each Participant’s total target bonus will be paid if our 2025 revenue falls between the Performance Goal Target for revenue and the enhanced target. If 2025 revenue falls between the Performance Goal Target and the enhanced target, the bonus amount will be determined through linear interpolation. No further bonus will be paid for exceeding the enhanced target.

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.