UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(D)
of the Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
The information regarding the Warrant Amendment and Additional Issuance Agreement (as defined below) set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
The information regarding the Warrant Amendment and Additional Issuance Agreement (as defined below) set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 3.03. Material Modification to Rights of Security Holders.
The information regarding the Warrant Amendment and Additional Issuance Agreement (as defined below) set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03
Item 8.01. Other Events.
On December 3, 2023, Agile Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Warrant Amendment and Additional Issuance Agreement (“Warrant Amendment and Additional Issuance Agreement”) relating to the amendment of warrants to purchase shares of common stock, par value $0.0001 per share (“Common Stock”), that were issued in transactions on March 14, 2022, April 25, 2022, and May 25, 2023 (collectively, the “Warrants”). Collectively, the Warrants represent the right to purchase approximately 3.8 million shares of Common stock. Under the terms of the Warrant Amendment and Additional Issuance Agreement, the holder agreed to revise provisions related to the use of a Black-Scholes model to value the Warrants in the event of a change of control transaction. The holder also agreed to revise provisions related to the cashless exercise of the Warrants. In exchange for the holder’s agreement to amend the Warrants, the Company agreed to issue an additional new warrant (the “New Warrant”) to purchase 1,005,560 shares of Common Stock.
The New Warrant has an exercise price of $2.09 per share of Common Stock. The New Warrant is exercisable six months after issuance and will expire five years from the date that the New Warrant is initially exercisable. The exercise price of the New Warrant is subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in the New Warrant. The New Warrant was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The Company intends to use the revisions to the Warrants to support the reclassification of the Warrants from a liability and to account for the Warrants as a component of stockholders’ equity on the Company’s balance sheet. The Company also intends to use the reclassification of the Warrants as part of its plan to regain compliance with the Nasdaq listing requirements relating to minimum shareholders’ equity.
The Warrant Amendment and Additional Issuance Agreement and the New Warrant are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
| Description |
4.1 | s | |
10.1 | Form of Warrant Amendment and Additional Issuance Agreement. | |
10.4 | Cover Page Interactive Data File (Embedded within the Inline XBRL Document). |
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. | |
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Dated: December 4, 2023 | By: | /s/ Alfred Altomari |
| Name: | Alfred Altomari |
| Title: | Chairperson and Chief Executive Officer |