Aware (NASDAQ: AWRE) CTO exit detailed in new separation agreement

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aware, Inc. reported that Chief Technology Officer Mohamed Lazzouni has left the company, effective March 10, 2026. On the same date, Aware and Mr. Lazzouni entered into a separation agreement that implements the severance arrangements described in his November 19, 2019 employment agreement.

The separation agreement includes a non-compete commitment by Mr. Lazzouni through March 9, 2027 and a general release of claims against Aware. The company filed the full separation agreement as an exhibit for reference and stated that no financial statements are required with this report.

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/12/2026 - 04:00 PM

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 10, 2026

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 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.

Mohamed Lazzouni, the Chief Technology Officer of Aware, Inc. (the “Company”), has left the Company, effective March 10, 2026.

In connection with Mr. Lazzouni’s departure, the Company entered into a separation agreement with Mr. Lazzouni on March 10, 2026 (the “Separation Agreement”), which provides for the implementation of the severance arrangements previously set forth in Mr. Lazzouni’s employment agreement with the Company dated November 19, 2019. The Separation Agreement includes Mr. Lazzouni's agreement not to compete with the Company through March 9, 2027 and a general release by Mr. Lazzouni of claims against the Company. The description of the Separation Agreement contained herein is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

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


10.1 104	Letter Agreement dated as of March 10, 2026, by and between Aware, Inc. and Mohamed Lazzouni 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: March 12, 2026	By:	/s/ David K. Traverse
		David K. Traverse
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive change did Aware (AWRE) disclose in this 8-K filing?

Aware disclosed that Chief Technology Officer Mohamed Lazzouni has left the company, effective March 10, 2026. His departure is accompanied by a formal separation agreement that outlines severance implementation, a non-compete period, and a general release of claims in favor of Aware.

When did Aware (AWRE) enter into a separation agreement with its CTO?

Aware entered into a separation agreement with Chief Technology Officer Mohamed Lazzouni on March 10, 2026. The agreement implements severance terms previously described in his November 19, 2019 employment contract and governs his post-employment obligations, including non-compete and release of claims provisions.

What non-compete obligations apply to former Aware (AWRE) CTO Mohamed Lazzouni?

Under the separation agreement, Mohamed Lazzouni agreed not to compete with Aware through March 9, 2027. This non-compete provision is part of the broader severance and release package, designed to protect Aware’s interests following the departure of its Chief Technology Officer.

Does the Aware (AWRE) 8-K include the full separation agreement?

Yes. Aware attached the full separation agreement with Mohamed Lazzouni as Exhibit 10.1. The company notes that the brief description is qualified in its entirety by this exhibit, which provides the complete contractual terms governing his departure and related obligations.

Are financial statements included with this Aware (AWRE) 8-K report?

No financial statements are included with this report. Aware explicitly states that no financial statements are required as part of this 8-K, which focuses on the executive departure and related separation agreement rather than on financial performance or results.

What claims treatment is included in Aware’s (AWRE) separation agreement with its former CTO?

The separation agreement includes a general release by Mohamed Lazzouni of claims against Aware. This release means he agrees not to pursue claims covered by the agreement, providing the company with additional legal certainty following his departure as Chief Technology Officer.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 85.1 KB