Registration of Additional Securities (up to 20%) (s-1mef)
01 July 2022 - 11:05PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on July 1, 2022.
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Agile Therapeutics, Inc.
(Exact name of Registrant as specified in its
charter)
Delaware |
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2834 |
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23-2936302 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
500 College Road East, Suite 310
Princeton, New Jersey 08540
(609) 683-1880
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
Alfred Altomari
Chief Executive Officer
Agile Therapeutics, Inc.
500 College Road East, Suite 310
Princeton, New Jersey 08540
(609) 683-1880
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Steven M. Cohen
Bryan S. Keighery
Morgan, Lewis & Bockius LLP
502 Carnegie Center
Princeton, New Jersey 08540
(609) 919-6600
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Robert F. Charron
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
(212) 370-1300
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Approximate date of commencement of proposed
sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this
form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-264960
If this form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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x |
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Smaller reporting company |
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x |
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Emerging growth company |
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¨ |
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 7(a)(2)(B) of the Securities Act. ¨
This registration statement shall become effective upon filing with
the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
Agile Therapeutics, Inc., a Delaware corporation
(the “Company”), is filing this registration statement with the Securities and Exchange Commission pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. This registration statement relates to the public offering of securities contemplated by
the registration statement on Form S-1, as amended (File No. 333-264960) (the “Prior Registration Statement”), which
the Securities and Exchange Commission declared effective on July 1, 2022.
The Company is filing this registration statement
for the sole purpose of registering the following additional securities of the Company: (i) shares of the Company’s common stock,
par value $0.0001 per share and accompanying Series A-1 warrants to purchase shares of common stock and accompanying Series A-2 warrants
to purchase shares of common stock; (ii) the Company’s Series B pre-funded warrants to purchase shares of common stock and accompanying
Series A-1 warrants and Series A-2 warrants; (iii) shares of common stock underlying Series B pre-funded warrants, Series A-1 warrants
and Series A-2 warrants; (iv) placement agent warrants to purchase shares of common stock; and (v) shares of common stock underlying the
placement agent warrants.
The proposed maximum aggregate offering
price of the common stock and accompanying Series A-1 and Series A-2 warrants will be reduced on a dollar-for-dollar basis based on
the offering price of any Series B pre-funded warrants and accompanying Series A-1 and Series A-2 warrants issued in the offering,
and the proposed maximum aggregate offering price of the Series B pre-funded warrants and accompanying Series A-1 and Series A-2
warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any common stock
and accompanying Series A-1 and Series A-2 warrants issued in the offering.
The additional securities that are being registered
for sale have a proposed maximum offering price not to exceed $12,250,000 and are in an amount and at a price that together represent
no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior
Registration Statement. The information set forth in the Prior Registration Statement, and all exhibits to the Prior Registration Statement,
are hereby incorporated by reference into this registration statement.
The required opinions and consents are listed
on the Exhibit Index attached hereto and are filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Princeton, State of New Jersey on July 1, 2022.
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Agile Therapeutics, Inc. |
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By: |
/s/ Alfred Altomari |
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Alfred Altomari |
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Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
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Title |
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Date |
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/s/ Alfred Altomari |
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Alfred Altomari |
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Chief Executive Officer and Director (Principal Executive Officer) |
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July 1, 2022 |
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* |
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Jason Butch |
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Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) |
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July 1, 2022 |
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* |
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Sharon Barbari |
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Director |
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July 1, 2022 |
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* |
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Sandra Carson, M.D., FACOG |
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Director |
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July 1, 2022 |
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* |
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Seth H.Z. Fischer |
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Director |
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July 1, 2022 |
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* |
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John Hubbard, Ph.D. |
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Director |
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July 1, 2022 |
* |
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Ajit S. Shetty, Ph.D. |
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Director |
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July 1, 2022 |
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* |
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Josephine Torrente |
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Director |
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July 1, 2022 |
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* |
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James Tursi, M.D. |
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Director |
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July 1, 2022 |
*By: |
/s/ Alfred Altomari |
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Alfred Altomari |
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Attorney-In-Fact |
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