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
August 22, 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 8.01. Other Events.
On August 22, 2022, the Board of Directors (the “Board”) of Agile Therapeutics, Inc. (the “Company”) authorized the increase of the existing at the market offering program (the “At the Market Offering Program”) for which H.C. Wainwright & Co., LLC acts as agent (the “Agent”). As increased, the Company may now offer and sell, from time to time through the Agent, shares of the Company’s common stock having an aggregate offering price of up to $75.0 million. The Company has filed with the Securities and Exchange Commission a prospectus supplement, dated August 23, 2022, to describe the increase, which supersedes and replaces the April 27, 2022 prospectus supplement.
The opinion of Morgan, Lewis & Bockius LLP, the Company’s counsel, regarding the validity of the shares of the Company’s common stock that will be issued pursuant to the At the Market Offering Program is filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the shares of Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of shares of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: August 24, 2022 | By: | /s/ Alfred Altomari |
| | Name: | Alfred Altomari |
| | Title: | President and Chief Executive Officer |
