0001261249 false 0001261249 2022-07-06 2022-07-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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

 

July 6, 2022

Date of report (Date of earliest event reported)

 

 

 

Agile Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-36464 23-2936302
(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

500 College Road East, Suite 310

Princeton, New Jersey

(Address of principal executive offices)

 

08540

(Zip Code)

       

Registrant's telephone number, including area code (609) 683-1880

(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(s) Name of each exchange on which registered
Common stock, par value $0.0001 per share AGRX The Nasdaq Capital 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.

 

The information regarding the Purchase Agreements (as defined below) set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

 

Item 8.01 Other Events.

 

On July 6, 2022, Agile Therapeutics, Inc., a Delaware corporation (the “Company”), completed a best efforts public offering (the “Offering”) of: (i) 19,148,332 shares of its common stock, par value $0.0001 per share (“Common Stock”) and accompanying Series A-1 warrants (“Series A-1 warrants”) to purchase 19,148,332 shares of Common stock and Series A-2 warrants (“Series A-2 warrants”, and together with the Series A-1 warrants, “Series A warrants”) to purchase 19,148,332 shares of Common Stock, at a combined public offering price of $0.90 per share and Series A warrants and (ii) 7,518,334 pre-funded warrants (“Series B pre-funded warrants”) to purchase 7,518,334 shares of Common Stock and accompanying Series A-1 warrants to purchase 7,518,334 shares of Common Stock and Series A-2 warrants to purchase 7,518,334 shares of Common stock at a combined public offering price of $0.8999 per Series B pre-funded warrant and Series A warrants, which is equal to the public offering price per share of Common Stock and accompanying Series A warrants less the $0.0001 per share exercise price of each such Series B pre-funded warrant. In connection with the Offering, the Company issued an aggregate of Series A-1 warrants to purchase 26,666,666 shares of Common Stock and Series A-2 warrants to purchase 26,666,666 shares of Common Stock.

 

The Series A warrants have an exercise price of $0.90 per share of Common Stock. The Series A-1 warrants are exercisable upon issuance and will expire five years from the date of issuance. The Series A-2 warrants are exercisable upon issuance and will expire thirteen months from the date of issuance. The exercise price of the Series A warrants is subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in the Series A warrants.

 

Subject to certain ownership limitations described in the Series B Pre-funded warrants, the Series B Pre-funded warrants are immediately exercisable and may be exercised at a nominal consideration of $0.0001 per share of Common Stock any time until all of the Series B Pre-funded warrants are exercised in full. A holder will not have the right to exercise any portion of the Series A warrants or the Series B Pre-funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series A warrants or the Series B Pre-funded warrants, respectively. However, upon notice from the holder to the Company, the holder may increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series A warrants or the Series B Pre-funded warrants, respectively, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company.

 

As compensation to H.C. Wainwright & Co., LLC (the “Placement Agent”), as the exclusive placement agent in connection with the Offering, the Company paid the Placement Agent a cash fee of 7% of the aggregate gross proceeds raised in the Offering and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Placement Agent warrants to purchase up to 1,333,333 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the Series A warrants, except that the Placement Agent Warrants have an exercise price equal to $1.125 per share and expire on the fifth anniversary from the date of the commencement of sales in the Offering.

 

In connection with the Offering, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain institutional investors on July 1, 2022. The Purchase Agreements contained customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties.

 

 

 

 

The shares of Common Stock, the Series A warrants, the Series B Pre-funded warrants and the Placement Agent Warrants described above and the underlying shares of Common Stock were offered pursuant to the Registration Statement on Form S-1, as amended (File No. 333-264960), which was declared effective by the Securities and Exchange Commission on July 1, 2022 and an additional registration statement on Form S-1MEF filed pursuant to Rule 462(b) (File No. 333-265959), which was filed on July 1, 2022 and became effective upon filing.

 

The Company received net proceeds of approximately $22.0 million from the Offering, after deducting the estimated offering expenses payable by the Company, including the Placement Agent fees. The Company intends to use the net proceeds from the Offering for working capital, business development activities, and other general corporate purposes.

 

The forms of the Purchase Agreement, the Series A-1 warrant, the Series A-2 warrant, the Series B Pre-funded warrant and the Placement Agent Warrant are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein. 

 

On July 1, 2022, the Company issued a press release announcing the pricing of the Offering. On July 6, 2022, the Company issued a press release announcing the closing of the Offering. Copies of these press releases are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. 

 

Item 9.01.     Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit
Number
  Description
4.1   Form of Series A-1 warrant
4.2   Form of Series A-2 warrant
4.3   Form of Series B Pre-funded warrant
4.4   Form of Placement Agent warrant
10.1   Form of Securities Purchase Agreement, dated July 1, 2022, by and between Agile Therapeutics, Inc. and certain purchasers
99.1   Press Release dated July 1, 2022, announcing pricing of the Offering
99.2   Press Release dated July 6, 2022, announcing closing of the Offering
104   Cover Page Interactive Data File (Embedded within the Inline XBRL Document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  Agile Therapeutics, Inc.
     
     
Dated: July 8, 2022 By: /s/ Alfred Altomari
  Name: Alfred Altomari
  Title: President and Chief Executive Officer

 

 

 

Agile Therapeutics (NASDAQ:AGRX)
Historical Stock Chart
From Apr 2023 to May 2023 Click Here for more Agile Therapeutics Charts.
Agile Therapeutics (NASDAQ:AGRX)
Historical Stock Chart
From May 2022 to May 2023 Click Here for more Agile Therapeutics Charts.