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.