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Item 3.01
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Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
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On March 27, 2023, Agile
Therapeutics, Inc. (the “Company”) received a deficiency letter
from the Listing Qualifications Department (the “Staff”) of the
Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not
in compliance with the minimum stockholders’ equity requirement for
continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule
5550(b)(1) requires companies listed on the Nasdaq Capital Market
to maintain stockholders’ equity of at least $2,500,000 (the
“Stockholders’ Equity Requirement”). The Company’s Annual Report on
Form 10-K for the fourth quarter and year ended December 31, 2022,
reported stockholders’ equity of $(5,545,000), which is below the
Stockholders’ Equity Requirement for continued listing on the
Nasdaq Capital Market. As of the date of this Current Report on
Form 8-K, the Company does not have a market value of listed
securities of $35 million, or net income from continued operations
of $500,000 in the most recently completed fiscal year or in two of
the last three most recently completed fiscal years, the
alternative quantitative standards for continued listing on the
Nasdaq Capital Market.
The notification received has
no immediate effect on the Company’s continued listing on the
Nasdaq Capital Market, subject to the Company’s compliance with the
other continued listing requirements. In accordance with Nasdaq
rules, the Company has been provided 45 calendar days, or until May
11, 2023, to submit a plan to regain compliance (the “Compliance
Plan”). If the Compliance Plan is acceptable to the Staff, they may
grant an extension of 180 calendar days from the date of the Staff
notification to regain compliance with the Stockholders’ Equity
Requirement.
If the Staff does not accept the Compliance Plan, the Staff will
provide written notification to the Company that the Compliance
Plan has been rejected. At that time, the Company may appeal the
Staff’s determination to a Nasdaq Hearings Panel.
The Company intends to submit the Compliance Plan on or before May
11, 2023, monitor its stockholders’ equity and, if appropriate,
consider further available options to regain compliance with the
Stockholders’ Equity Requirement.
Forward-Looking Statements
Certain information contained in this Current Report on Form 8-K
includes “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. We may in some
cases use terms such as “predicts,” “believes,” “potential,”
“continue,” “anticipates,” “estimates,” “expects,” “plans,”
“intends,” “may,” “could,” “might,” “likely,” “will,” “should” or
other words that convey uncertainty of the future events or
outcomes to identify these forward-looking statements. Our
forward-looking statements are based on current beliefs and
expectations of our management team that involve risks, potential
changes in circumstances, assumptions, and uncertainties, including
statements regarding the timing and content of our Compliance Plan,
our ability to file the Compliance Plan in accordance with Nasdaq
rules, whether the Staff accepts the Compliance Plan, our ability
to regain compliance with the Nasdaq continued listing
requirements, and our financial condition, growth and strategies.
Any or all of the forward-looking statements may turn out to be
wrong or be affected by inaccurate assumptions we might make or by
known or unknown risks and uncertainties. These forward-looking
statements are subject to risks and uncertainties including risks
related to our ability to regain compliance with Nasdaq’s continued
listing requirements or otherwise maintain compliance with any
other listing requirement of the Nasdaq Capital Market, timely file
our Compliance Plan in accordance with Nasdaq rules, our ability to
submit a Compliance Plan that is acceptable to the Staff, the
potential de-listing of our shares on the Nasdaq Capital Market and
the other risks set forth in our filings with the U.S. Securities
and Exchange Commission, including our Annual Report on Form 10-K
and our Quarterly Reports on Form 10-Q. For all these reasons,
actual results and developments could be materially different from
those expressed in or implied by our forward-looking statements.
You are cautioned not to place undue reliance on these
forward-looking statements, which are made only as of the date of
this Current Report on Form 8-K. We undertake no obligation to
publicly update such forward-looking statements to reflect
subsequent events or circumstances.