Form SC 13G AWARE INC /MA/ Filed by: DG Capital Management, LLC
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No.���)*
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Aware, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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05453N100
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(CUSIP Number)
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October 24, 2014
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x]�����������Rule 13d-1(b)
[ ]�����������Rule 13d-1(c)
[ ]�����������Rule 13d-1(d)
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*��The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section�18 of the Securities Exchange Act of 1934 ( Act ) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names of Reporting Persons.
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DG Capital Management, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)�����������[ ]
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(b)�����������[x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
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Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5����Sole Voting Power
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0 shares
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6����Shared Voting Power
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1,605,089 shares
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Refer to Item 4 below.
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7����Sole Dispositive Power
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0 shares
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8����Shared Dispositive Power
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1,605,089 shares
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Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,605,089 shares
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Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)�����[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)
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7.0%
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Refer to Item 4 below.
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Type of Reporting Person (See Instructions)
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IA (Investment Adviser)
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1
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Names of Reporting Persons.
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Dov Gertzulin
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)�����������[ ]
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(b)�����������[x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
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United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5����Sole Voting Power
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0 shares
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6����Shared Voting Power
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1,605,089 shares
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Refer to Item 4 below.
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7����Sole Dispositive Power
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0 shares
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8����Shared Dispositive Power
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1,605,089 shares
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Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,605,089 shares
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Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)�����[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
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7.0%
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Refer to Item 4 below.
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Type of Reporting Person (See Instructions)
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IN
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Item 1.
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(a)
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Name of Issuer
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Aware, Inc.
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(b)
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Address of Issuers Principal Executive Offices
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40 Middlesex Turnpike
Bedford, Massachusetts 01730
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Item 2.
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(a)
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Name of Person Filing
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DG Capital Management, LLC
Dov Gertzulin
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(b)
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Address of Principal Business Office or, if none, Residence
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460 Park Avenue, 13th Floor
New York, NY 10022
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(c)
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Citizenship
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DG Capital Management, LLC - Delaware
Dov Gertzulin - United States
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(d)
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Title of Class of Securities
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Common Stock
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(e)
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CUSIP Number
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05453N100
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Item 3.
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If this statement is filed pursuant to ��240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[X]
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An investment adviser in accordance with �240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with �240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with � 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with �240.13d1(b)(1)(ii)(J);
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(k)
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Group, in accordance with �240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership***
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned***
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DG Capital Management, LLC - 1,605,089 shares
Dov Gertzulin - 1,605,089 shares
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(b)
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Percent of Class
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DG Capital Management, LLC - 7.0%
Dov Gertzulin - 7.0%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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DG Capital Management, LLC - 0 shares
Dov Gertzulin - 0 shares
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(ii)
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shared power to vote or to direct the vote
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DG Capital Management, LLC - 1,605,089 shares
Dov Gertzulin - 1,605,089 shares
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(iii)
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sole power to dispose or to direct the disposition of
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DG Capital Management, LLC - 0 shares
Dov Gertzulin - 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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DG Capital Management, LLC - 1,605,089 shares
Dov Gertzulin - 1,605,089 shares
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*** Shares reported herein are held by private investment funds and managed accounts (the DG Entities ), for which DG Capital Management, LLC serves as the investment manager.��Dov Gertzulin serves as managing member of DG Capital Management, LLC.��Each of the DG Entities beneficially owns less than five percent of the shares reported herein.��Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
The percentages herein are calculated based upon a statement in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 that there were 22,802,970 shares of Common Stock issued and outstanding as of July 21, 2014.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [��].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nominations under Section 240.14a-11.
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and between the Reporting Persons
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
October 24, 2014
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DG CAPITAL MANAGEMENT, LLC
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By: /s/ Dov Gertzulin��������������������������������������������
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Dov Gertzulin, Managing Member
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By: /s/ Dov Gertzulin��������������������������������������������
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Dov Gertzulin, Individually
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Exhibit 99.1
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JOINT FILING AGREEMENT
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This Joint Filing Agreement, dated as of October 24, 2014, is by and among DG Capital Management, LLC and Dov Gertzulin (collectively, the "Filers").
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock, par value $0.01 per share, of Aware, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
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DG CAPITAL MANAGEMENT, LLC
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By: /s/ Dov Gertzulin����������������������������������������������
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Dov Gertzulin, Managing Member
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By: /s/ Dov Gertzulin����������������������������������������������
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Dov Gertzulin, Individually
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