Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On March 8, 2023, Ajit Shetty,
Ph.D. informed the Board of Directors (the “Board”) of Agile
Therapeutics, Inc. (the “Company”) that he would not stand for
re-election as a Class III director at the upcoming annual meeting
of stockholders of the Company for 2023 (the “Annual Meeting”). The
Company does not intend to fill Dr. Shetty’s seat on the Board and
therefore the size of the Board will be reduced to six directors
following the Annual Meeting. The Company expressed gratitude to
Dr. Shetty for his contributions to the Board and the Company. Dr.
Shetty’s departure is not related to any disagreement with the
Company or the Board regarding any matter related to the Company’s
operations, policies or practices. The Board is evaluating how it
intends to fill Dr. Shetty’s committee assignments.
Item 5.07. Submission of
Matters to a Vote of Security Holders.
At a special meeting of stockholders (the “Special Meeting”) of the
Company held on March 9, 2023, the following proposals were
submitted to the stockholders of the Company:
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Proposal 1:
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Approve an amendment to the Company’s Amended and Restated
Certificate of Incorporation, as amended, to, at the discretion of
the Board, effect a reverse stock split with respect to the
Company’s issued and outstanding Common Stock, at a ratio
of 1-for-20 to 1-for-50, at any time prior to June 30, 2023 with
the exact ratio to be determined within that range at the
discretion of the Board and included in a public
announcement.
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Proposal 2:
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Approve an adjournment of the Special Meeting to a later date or
dates, if necessary, to permit further solicitation of proxies in
the event there are not sufficient votes in favor for Proposal
1.
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For more information about the
foregoing proposals, see the Company’s Proxy Statement for the
Special Meeting. At the Special Meeting, there were, represented in
person (virtually) or by proxy, stockholders holding 19,956,336
shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”), representing 42.88% of the total number of
shares of the Common Stock outstanding and entitled to vote at the
Special Meeting, such percentage constituting a quorum. On February
8, 2023, the record date for the Special Meeting, there were
46,538,250 shares of Common Stock outstanding and 46,538.250 shares
of the Company’s Series C preferred stock, par value $0.0001 per
share (the “Series C Preferred Stock”). Each share of Common Stock
was entitled to one (1) vote per share and each share of Series C
Preferred Stock was entitled to 1,000,000 votes per share. The
number of votes cast for, against, or withheld, as well as
abstentions and broker non-votes, if applicable, in respect of each
such proposal is set forth below:
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Proposal 1:
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Amendment to Amended and Restated Certificate of Incorporation
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The Company’s stockholders approved an amendment to the Company’s
Amended and Restated Certificate of Incorporation, as amended, to
effect a reverse stock split of the Company’s outstanding shares of
common stock by a ratio of any whole number between 1-for-20 and
1-for-50, at any time prior to June 30, 2023, with the exact ratio
to be set within that range at the discretion of the Board, and
included in a public announcement.
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Votes For
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Votes Against
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Votes Abstaining
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11,916,140,411
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7,889,916,378
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99,646,547
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Proposal 2:Adjournment of Special Meeting
Since there were sufficient votes at the time of the Special
Meeting to approve the amendment to the Company’s certificate of
incorporation, the proposal to approve the adjournment of the
Special Meeting, if necessary, to solicit additional proxies was
not called for at the Special Meeting.