Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
Amendment and Restatement of Bylaws
Effective as of January
25, 2023, the board of directors (the “Board”) of Agile Therapeutics, Inc. (the “Company”) adopted
amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of January 25, 2023, to, among
other things, reduce the number of holders of shares of outstanding capital stock of the Company which shall constitute a quorum at a
meeting of stockholders from “a majority” to one-third of the issued and outstanding shares of the Company’s common
stock, par value $0.0001 per share (“Common Stock”), and to enhance certain procedural mechanics and disclosure requirements
in connection with stockholder nominations of directors, including by specifying procedural requirements with which nominating stockholders
desiring to utilize the “universal proxy rules” in Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), must comply. The Bylaws, as amended, also incorporate certain clarifying, ministerial, non-substantive
and conforming changes.
The foregoing description
of the Bylaws is a summary and is qualified in its entirety by reference to the Bylaws as adopted by the Board on January 25, 2023, a
copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
Series C Preferred Stock
On January 25, 2023,
the Board declared a dividend of one one-thousandth of a share of Series C Preferred Stock, par value $0.0001 per share (“Series
C Preferred Stock”), for each outstanding share of Common Stock to stockholders of record at 5:00 p.m. Eastern Time on February
6, 2023 (the “Record Date”).
General; Transferability.
Shares of Series C Preferred Stock will be uncertificated and represented in book-entry form. No shares of Series C Preferred Stock may
be transferred by the holder thereof except in connection with a transfer by such holder of any shares of Common Stock held by such holder,
in which case a number of one one-thousandths (1/1,000ths) of a share of Series C Preferred Stock equal to the number of shares of Common
Stock to be transferred by such holder will be automatically transferred to the transferee of such shares of Common Stock.
Voting Rights.
Each share of Series C Preferred Stock will entitle the holder thereof to 1,000,000 votes per share (and, for the avoidance of doubt,
each fraction of a share of Series C Preferred Stock will have a ratable number of votes). Thus, each one-thousandth of a share of Series
C Preferred Stock would entitle the holder thereof to 1,000 votes. The outstanding shares of Series C Preferred Stock will vote together
with the outstanding shares of Common Stock of the Company as a single class exclusively with respect to (1) any proposal to adopt an
amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”),
to reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock at a ratio specified in or determined
in accordance with the terms of such amendment (the “Reverse Stock Split”) and (2) any proposal to adjourn any meeting
of stockholders called for the purpose of voting on Reverse Stock Split (the “Adjournment Proposal”). The Series C
Preferred Stock will not be entitled to vote on any other matter, except to the extent required under the Delaware General Corporation
Law.
Unless otherwise provided
on any applicable proxy or ballot with respect to the voting on the Reverse Stock Split or the Adjournment Proposal, the vote of each
share of Series C Preferred Stock (or fraction thereof) entitled to vote on the Reverse Stock Split, the Adjournment Proposal or any other
matter brought before any meeting of stockholders held to vote on the Reverse Stock Split and the Adjournment Proposal will be cast in
the same manner as the vote, if any, of the share of Common Stock (or fraction thereof) in respect of which such share of Series C Preferred
Stock (or fraction thereof) was issued as a dividend is cast on the Reverse Stock Split, the Adjournment Proposal or such other matter,
as applicable, and the proxy or ballot with respect to shares of Common Stock held by any holder on whose behalf such proxy or ballot
is submitted will be deemed to include all shares of Series C Preferred Stock (or fraction thereof) held by such holder. Holders of Series
C Preferred Stock will not receive a separate ballot or proxy to cast votes with respect to the Series C Preferred Stock on the Reverse
Stock Split, the Adjournment Proposal or any other matter brought before any meeting of stockholders held to vote on the Reverse Stock
Split.
Dividend Rights.
The holders of Series C Preferred Stock, as such, will not be entitled to receive dividends of any kind.
Liquidation Preference.
The Series C Preferred Stock will rank senior to the Common Stock as to any distribution of assets upon a liquidation, dissolution or
winding up of the Company, whether voluntarily or involuntarily (a “Dissolution”). Upon any Dissolution, each holder
of outstanding shares of Series C Preferred Stock will be entitled to be paid out of the assets of the Company available for distribution
to stockholders, prior and in preference to any distribution to the holders of Common Stock, an amount in cash equal to $0.0001 per outstanding
share of Series C Preferred Stock.
Redemption.
All shares of Series C Preferred Stock that are not present in person or by proxy at any meeting of stockholders held to vote on the Reverse
Stock Split and the Adjournment Proposal as of immediately prior to the opening of the polls at such meeting (the “Initial Redemption
Time”) will automatically be redeemed in whole, but not in part, by the Company at the Initial Redemption Time without further
action on the part of the Company or the holder of shares of Series C Preferred Stock (the “Initial Redemption”). Any
outstanding shares of Series C Preferred Stock that have not been redeemed pursuant to an Initial Redemption will be redeemed in whole,
but not in part, (i) if such redemption is ordered by the Board in its sole discretion, automatically and effective on such time and date
specified by the Board in its sole discretion or (ii) automatically upon the approval by the Company’s stockholders of the Reverse
Stock Split at any meeting of the stockholders held for the purpose of voting on such proposal.
Each share of Series
C Preferred Stock redeemed in any redemption described above will be redeemed in consideration for the right to receive an amount equal
to $0.10 in cash for each one hundred (100) whole shares of Series C Preferred Stock that are “beneficially owned” by the
“beneficial owner” (as such terms are defined in the certificate of designation with respect to the Series C Preferred Stock
(the “Certificate of Designation”)) thereof as of the applicable redemption time and redeemed pursuant to such redemption,
payable upon receipt by the Company of a written request submitted by the applicable holder to the corporate secretary of the Company
(each a “Redemption Payment Request”) following the applicable redemption time. Such Redemption Payment Request shall
(i) be in a form reasonably acceptable to the Company, (ii) set forth in reasonable detail the number of shares of Series C Preferred
Stock beneficially owned by the holder at the applicable redemption time and include evidence reasonably satisfactory to the Company regarding
the same, and (iii) set forth a calculation specifying the amount in cash owed to such Holder by the Company with respect to the shares
of Series C Preferred Stock that were redeemed at the applicable redemption time. However, the redemption consideration in respect of
the shares of Series C Preferred Stock (or fractions thereof) redeemed in any redemption described above: (i) will entitle the former
beneficial owners of less than one hundred (100) whole shares of Series C Preferred Stock redeemed in any redemption to no cash payment
in respect thereof and (ii) will, in the case of a former beneficial owner of a number of shares of Series C Preferred Stock (or fractions
thereof) redeemed pursuant to any redemption that is not equal to a whole number that is a multiple of one hundred (100), entitle such
beneficial owner to the same cash payment, if any, in respect of such redemption as would have been payable in such redemption to such
beneficial owner if the number of shares (or fractions thereof) beneficially owned by such beneficial owner and redeemed pursuant to such
redemption were rounded down to the nearest whole number that is a multiple of one hundred (such, that for example, the former beneficial
owner of 150 shares of Series C Preferred Stock redeemed pursuant to any redemption will be entitled to receive the same cash payment
in respect of such redemption as would have been payable to the former beneficial owner of 100 shares of Series C Preferred Stock redeemed
pursuant to such redemption).
The Series C Preferred
Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The
Series C Preferred Stock has no stated maturity and is not subject to any sinking fund. The Series C Preferred Stock is not subject to
any restriction on the redemption or repurchase of shares by the Company while there is any arrearage in the payment of dividends or sinking
fund installments.
The
Certificate of Designation was filed with the Delaware Secretary of State and became effective on January 26, 2023. The foregoing description
of the Series C Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation,
which is filed as Exhibit 3.2 to this Current Report and is incorporated herein by reference.