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Subsequent Event
6 Months Ended
Jun. 30, 2022
Subsequent Event.  
Subsequent Event

11. Subsequent Events

On July 6, 2022, the Company completed the Offering. In connection with the Offering, the Company issued 19,148,332 shares of common stock and 7,518,334 Series B pre-funded warrants to purchase 7,518,334 shares of

common stock, 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.

 

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.

 

The Company received net proceeds of approximately $22.2 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.

 

On July 25, 2022, the Company entered into Amendment No. 1 (“the Amendment”) to the Corium Manufacturing and Commercialization Agreement (the “Corium Agreement”). The Amendment is designed to restructure the minimums applicable to the purchase of manufactured Twirla and other services provided by Corium, transfer equipment ownership to Corium to support the manufacture of Twirla and extend the term of the Corium Agreement. Pursuant to the Amendment, the parties agreed to adjust the process for Agile providing Corium certain binding and non-binding forecasts required under the Corium Agreement. Additionally, Corium will not enforce the original quantity mininimums in the Corium Agreement, which are waived and replaced by new minimums that are based on Corium’s revenue for product purchased by Agile, expiring raw materials, and other services billed by Corium to support batch production and release. The guaranteed minimum revenue requirement for 2022 is $5.3 million, for 2023 is $7.0 million, and is $22.5 million for 2024 and each year thereafter. In the event that the Company does not meet the guaranteed minimum revenue requirements in any given year, the Company will be required to make additional payments to Corium for the shortfall. The Company agreed to make certain monthly supplemental payments to Corium through December 2023, which payments are eligible to be retroactively reduced based upon product orders placed by the Company during 2022 and 2023 meeting certain designated thresholds. In connection with the supplemental payments, Corium will retain the proceeds for the sale of certain raw materials to which the Company would otherwise have economic right to offset such supplemental payments. Further, the Company agreed to reimburse Corium for any unused raw materials in the event the Company’s actual product requirements are lower than initially forecasted. Pursuant to the Amendment, the term of the Corium Agreement was extended to December 31, 2033. Pursuant to the Amendment, the parties agreed to transfer ownership of certain manufacturing equipment used in the manufacture of Twirla from the Company to Corium under a Bill of Sale dated July 25, 2022 (the “Bill of Sale”).

On July 25, 2022, the Company and Perceptive entered into the Fifth Amendment. Pursuant to the Fifth Amendment, Perceptive agreed to release its security interest in the assets being transferred from the Company to Corium under the Bill of Sale and waive the Company’s obligations to comply with certain financial covenants through the end of 2022. In exchange, the Company agreed to prepay $7 million of outstanding principal under the Credit Agreement using the proceeds of recent sales under the Company’s ATM program with H.C. Wainwright & Co., LLC. Such payment was made on July 25, 2022. Pursuant to the Fifth Amendment, beginning August 31, 2022, the Company is scheduled to make monthly principal payments in an amount equal to$75,000 until February 10, 2024, at which time all remaining principal amount outstanding is due.