On August 22, 2012, Aware, Inc. ("Aware") entered into a DSL Patent Purchase Agreement (the "Agreement") with TQ Delta, LLC ( "TQ Delta"), whereby Aware agreed to sell selected patents and patent applications to TQ Delta (the "Transaction").

Under the terms of the Agreement, Aware agreed to sell to TQ Delta for $16 million, patents, patent applications and certain related rights (the "Assigned Patent Rights") relating to digital subscriber line (DSL)technology.

· The closing of the Transaction is subject to a number of conditions, including that Aware shall have delivered to TQ Delta certain correspondence, docket information and prosecution history files related to the Assigned Patent Rights.

The closing of the Transaction is expected to occur no later than September 21, 2012.

Aware made various representations and warranties to TQ Delta in the Agreement, including with respect to (i) Aware's authority to enter into the Agreement;
(ii) statements that Aware and inventors of the Assigned Patent Rights made to any standards-setting bodies; (iii) Aware's title to the Assigned Patent Rights;
(iv) the validity and enforceability of the Assigned Patent Rights; (v) Aware's enforcement of the Assigned Patent Rights; (vi) patent office proceedings involving the Assigned Patent Rights; and (vii) maintenance fees and the like concerning the Assigned Patent Rights.

Aware is filing the Agreement as an Exhibit to this Form 8-K. The foregoing summary of certain terms of the Agreement is qualified in its entirety by reference to the Agreement.

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
     2.1          DSL Patent Purchase Agreement, dated as of August 22, 2012, by and
                  between Aware, Inc. and TQ Delta, LLC.