UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  FORM 10-Q/A
 Amendment No. 1
  Quarterly Report Pursuant To Section 13 Or 15(d) Of The
 Securities Exchange Act of 1934
  For the quarter ended June 30, 2012
  Commission file number 000-21129
  AWARE, INC.
 (Exact Name of Registrant as Specified in Its Charter)
  Massachusetts



04-2911026(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer Identification No.)





40 Middlesex Turnpike, Bedford, Massachusetts, 01730


(Address of Principal Executive Offices)


(Zip Code)


(781) 276-4000


(Registrant’s Telephone Number, Including Area Code)




Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


YES x  NO o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES x NO o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):


Large Accelerated Filer o    Accelerated Filer x   Non-Accelerated Filer o  Smaller Reporting Company o




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o   NO x




Indicate the number of shares outstanding of the issuer’s common stock as of July 25, 2012:


Class



Number of Shares OutstandingCommon Stock, par value $0.01 per share

22,328,737 shares










EXPLANATORY NOTE




This Amendment No. 1 on Form 10-Q/A is being filed for the purpose of providing Exhibit 2.1, which was inadvertently omitted from our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012 filed with the Securities and Exchange Commission on August 2, 2012 (the “Original 10-Q”).  Items included in the Original 10-Q that are not amended by this Amendment No. 1 remain in effect as of the date of filing of the Original 10-Q.




ITEM 6:
 Exhibits
  (a)  Exhibits
  Exhibit 2.1*
Wireless Portfolio Patent Purchase Agreement, dated as of April 26, 2012, by and between Aware, Inc. and Intel Corporation.
  Exhibit 31.1
Certification of co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  Exhibit 31.2
Certification of co-Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  Exhibit 32.1†
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  Exhibit 101**†
The following financial statements from Aware, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language), as follows:  (i) Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011, (ii) Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2012 and June 30, 2011, (iii) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and June 30, 2011, and (iv) Notes to Consolidated Financial Statements.
  
 * Portions of this exhibit are omitted and were filed separately with the Securities and Exchange Commission pursuant to Aware’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
  **  Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto shall not be deemed filed for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.
  † Previously filed.
 
  SIGNATURES
  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.Date: August 2, 2012
By:
/s/ Kevin T. RussellKevin T. Russellco-Chief Executive Officer & co-PresidentGeneral Counsel