Item 8.01. Other Events.
On February 21, 2020, Agile Therapeutics, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with RBC Capital Markets,
LLC, William Blair & Company, L.L.C. and Oppenheimer & Co. Inc., as
representatives of the several underwriters named therein (the "Underwriters"),
relating to the issuance and sale of 15,000,000 shares (the "Shares") of the
Company's common stock to the Underwriters (the "Offering"). The Shares were
sold at a price to the public of $3.00 per Share and were purchased by the
Underwriters from the Company at a price of $2.82 per Share. The Company also
granted the Underwriters a 30-day option to purchase up to 2,250,000 additional
shares of its common stock. The net proceeds to the Company from the Offering,
excluding any exercise by the Underwriters of their 30-day option to purchase
additional shares, are expected to be approximately $42.1 million after
deducting the underwriting discounts and commissions and estimated offering
expenses payable by the Company.
The Offering is expected to close on or about February 25, 2020, subject to the
satisfaction of customary closing conditions. The Underwriting Agreement
contains customary representations, warranties, covenants and agreements by the
Company, indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as amended, other
obligations of the parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, and were solely for the
benefit of the parties to the Underwriting Agreement.
The Offering is being made by means of a written prospectus forming part of a
shelf registration statement on Form S-3 (Registration Statement
No. 333-228149), previously filed by the Company with the Securities and
Exchange Commission (the "SEC") and declared effective by the SEC on November
14, 2018, and a related prospectus supplement. The Underwriting Agreement is
attached as Exhibit 1.1 hereto, and the description of the terms of the
Underwriting Agreement is qualified in its entirety by reference to such
exhibit. A copy of the opinion of Morgan, Lewis and Bockius LLP relating to the
legality of the issuance and sale of the Shares in the Offering is attached as
Exhibit 5.1 hereto.
On February 20, 2020, the Company issued a press release announcing that it had
commenced the Offering. On February 21, 2020, the Company issued a press release
announcing the pricing of the Offering. Copies of these press releases are
attached as Exhibits 99.1 and 99.2 hereto, respectively.
Neither the disclosures on this Form 8-K nor the attached press releases shall
constitute an offer to sell or the solicitation of an offer to buy these
securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
1.1 Underwriting Agreement dated February 21, 2020
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
99.1 Press Release dated February 20, 2020
99.2 Press Release dated February 21, 2020
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