AGRX / Agile Therapeutics, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

AGRX / Agile Therapeutics, Inc. / Beryl Capital Management LLC Passive Investment

SC 13G/A 1 agrx13ga1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Agile Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00847L308 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appr

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-36464 AGILE THERAPEUTICS, INC. (Exact name of registrant as specified in

Agile Therapeutics, Inc. 180 Park Avenue, Suite 101 Florham Park, NJ 07932

Agile Therapeutics, Inc. 180 Park Avenue, Suite 101 Florham Park, NJ 07932 August 28, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Agile Therapeutics, Inc. Request to Withdraw Registration Statement on Form S-1 File No. 333-280233 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as ame

As filed with the Securities and Exchange Commission on August 26, 2024

As filed with the Securities and Exchange Commission on August 26, 2024 Registration No.

As filed with the Securities and Exchange Commission on August 26, 2024

As filed with the Securities and Exchange Commission on August 26, 2024 Registration No.

As filed with the Securities and Exchange Commission on August 26, 2024

As filed with the Securities and Exchange Commission on August 26, 2024 Registration No.

As filed with the Securities and Exchange Commission on August 26, 2024

As filed with the Securities and Exchange Commission on August 26, 2024 Registration No.

As filed with the Securities and Exchange Commission on August 26, 2024

As filed with the Securities and Exchange Commission on August 26, 2024 Registration No.

As filed with the Securities and Exchange Commission on August 26, 2024

As filed with the Securities and Exchange Commission on August 26, 2024 Registration No.

As filed with the Securities and Exchange Commission on August 26, 2024

As filed with the Securities and Exchange Commission on August 26, 2024 Registration No.

Amended and Restated Certificate of Incorporation ARTICLE I

Exhibit 3.1 EXHIBIT A Amended and Restated Certificate of Incorporation ARTICLE I NAME The name of the corporation is Agile Therapeutics, Inc. (the “Corporation”). ARTICLE II PURPOSE The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE III REGISTERED OFFICE AND AGENT The address of

As filed with the Securities and Exchange Commission on August 26, 2024

S-8 POS 1 tm2422458d9s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 26, 2024 Registration No. 333-199441 Registration No. 333-205116 Registration No. 333-210045 Registration No. 333-217807 Registration No. 333-228151 Registration No. 333-232989 Registration No. 333-254428 Registration No. 333-272576 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders

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, 2024 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

As filed with the Securities and Exchange Commission on August 26, 2024

As filed with the Securities and Exchange Commission on August 26, 2024 Registration No.

As filed with the Securities and Exchange Commission on August 26, 2024

As filed with the Securities and Exchange Commission on August 26, 2024 Registration No.

AMENDED AGILE THERAPEUTICS, INC. (a Delaware Corporation) AGILE THERAPEUTICS, INC. AMENDED AND RESTATED ARTICLE I

Exhibit 3.2 EXHIBIT A AMENDED AND RESTATED BYLAWS OF AGILE THERAPEUTICS, INC. (a Delaware Corporation) AGILE THERAPEUTICS, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES 1.1            Registered Office. The registered office of the Corporation in the State of Delaware is located at Corporation Service Company, 251 Little Falls Dr., Wilmington, DE, 19808 New Castle County. 1.2            Offic

As filed with the Securities and Exchange Commission on August 26, 2024

As filed with the Securities and Exchange Commission on August 26, 2024 Registration No.

Agile Therapeutics Inc. Announces Completion of Acquisition by Insud Pharma, S.L. Agile Therapeutics has combined with Insud Pharma’s US Subsidiary, Exeltis USA, Inc., expanding an already significant women’s health/contraceptive portfolio Agile Ther

Exhibit 99.1 Agile Therapeutics Inc. Announces Completion of Acquisition by Insud Pharma, S.L. Agile Therapeutics has combined with Insud Pharma’s US Subsidiary, Exeltis USA, Inc., expanding an already significant women’s health/contraceptive portfolio Agile Therapeutics Common Shareholders to receive $1.52 per share of common stock Agile common stock will cease to be listed on the OTC QB PRINCETO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36464 Agil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

JOINT FILING AGREEMENT

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of Agile Therapeutics, Inc. and further agree to the filing o

AGRX / Agile Therapeutics, Inc. / TANG CAPITAL PARTNERS LP Passive Investment

SC 13G 1 f711242sc13g.htm Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Agile Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00847L308 (CUSIP Number) July 10, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to design

Amendment No. 3 to Manufacturing and Commercialization Agreement, by and between Corium, Inc. and Agile Therapeutics, Inc., dated as of June 25, 2024.

Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats and private and confidential.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 June 25, 2024 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 incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 June 25, 2024 Date of report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 June 25, 2024 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 incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 May 15, 2024 Date of report (Date of earliest event reported) A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 May 15, 2024 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 incorpora

Amendment No. 2 to Manufacturing and Commercialization Agreement, by and between Corium, Inc. and Agile Therapeutics, Inc., dated as of May 15, 2024.

Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information the registrant customarily and actually treats as private and confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) AGILE THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1 - Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) AGILE THERAPEUTICS, INC.

AGRX / Agile Therapeutics, Inc. / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Agile Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00847L308 (CUSIP Number) June 26, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

AGRX / Agile Therapeutics, Inc. / Klein Roger M. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AGILE THERAPEUTICS, INC (Name of Issuer) Common Stock (Title of Class of Securities) 00847L308 (CUSIP Number) 06/26/2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

Agile Therapeutics, Inc. 500 College Road East, Suite 310 Princeton, NJ 08540

Agile Therapeutics, Inc. 500 College Road East, Suite 310 Princeton, NJ 08540 June 27, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Agile Therapeutics, Inc. Request to Withdraw Registration Statement on Form S-1 File No. 333-275995 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as am

Cash-Out Acknowledgement and Cancellation Agreement, dated June 25, 2024, by and between Armistice Master Fund Ltd. and the Company. (Incorporated by reference, Exhibit 4.1 to the Company’s Current Report on Form 8-K, file number 001-36464, filed on June 26, 2024.)

Exhibit 4.1 AGILE THERAPEUTICS, INC. CASH-OUT ACKNOWLEDGMENT AND CANCELLATION This Cash-Out Acknowledgment and Cancellation dated June 25, 2024 is being executed by Armistice Capital Master Fund Ltd. (“Armistice”), and delivered to Agile Therapeutics, Inc., a Delaware corporation (the “Company”). WHEREAS, Armistice is the holder of certain warrants to purchase shares of common stock, par value $0.

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 June 25, 2024 Date of report (Date of earliest event reported) Agile Therapeutics,

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 June 25, 2024 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 F

Revolving Promissory Note dated June 25, 2024, by and between the Company and Exeltis USA, Inc. (Incorporated by reference, Exhibit 10.1 to the Company’s Current Report on Form 8-K, file number 001-36464, filed on June 26, 2024.)

Exhibit 10.1 EXECUTION VERSION REVOLVING PROMISSORY NOTE Dated as of June 25, 2024 between EXELTIS USA, INC. and AGILE THERAPEUTICS, INC. REVOLVING PROMISSORY NOTE Up to $8,000,000 June 25, 2024 FOR VALUE RECEIVED, AGILE THERAPEUTICS, INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of EXELTIS USA, Inc., a New Jersey corporation (the “Lender”), or its registered assig

Agreement and Plan of Merger, dated June 25, 2024, by and among Insud Pharma, S.L., Exeltis Project, Inc. and the Company. (Incorporated by reference, Exhibit 2.1 to the Company’s Current Report on Form 8-K, file number 001-36464, filed on June 26, 2024.)

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 25, 2024 BY AND AMONG INSUD PHARMA, S.L., EXELTIS PROJECT, INC. AND AGILE THERAPEUTICS, INC. Table of Contents Page ARTICLE 1 DEFINITIONS; INTERPRETATION 2 SECTION 1.1. Definitions 2 SECTION 1.2. Interpretation 14 ARTICLE 2 THE MERGER 15 SECTION 2.1. The Merger 15 SECTION 2.2. Effects of the Merger 15 SECTION 2.3. Closing

Intellectual Property Security Agreement dated June 25, 2024 by and between the Company and Exeltis USA, Inc. (Incorporated by reference, Exhibit 10.2 to the Company’s Current Report on Form 8-K, file number 001-36464, filed on June 26, 2024.)

Exhibit 10.2 This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of June 25, 2024 (this “Agreement”), is entered into by and among AGILE THERAPEUTICS, INC. (“Grantor”), and EXELTIS USA, INC. (“Lender”). RECITALS: WHEREAS, reference is made to that certain Revolving Promissory Note, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time

Agile Therapeutics Inc. Announces Definitive Merger Agreement with Insud Pharma, S.L. Agile Therapeutics will combine with Insud Pharma’s US Subsidiary, Exeltis, expanding an already significant Women’s Health/contraceptive portfolio Agile Therapeuti

Exhibit 99.1 Agile Therapeutics Inc. Announces Definitive Merger Agreement with Insud Pharma, S.L. Agile Therapeutics will combine with Insud Pharma’s US Subsidiary, Exeltis, expanding an already significant Women’s Health/contraceptive portfolio Agile Therapeutics Common Shareholders expected to receive $1.52 per share of common stock – approximately a 356% premium to the closing share price on J

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 June 25, 2024 Date of report (Date of earliest event reported) Agile Therapeutics,

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 June 25, 2024 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 F

Amendment No. 2 to Manufacturing and Commercialization Agreement, by and between Corium, Inc. and Agile Therapeutics, Inc., dated as of May 15, 2024.

Exhibit 10.34 Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information the registrant customarily and actually treats as private and confidential. AMENDMENT NO. 2 TO MANUFACTURING AND COMMERCIALIZATION AGREEMENT This Amendment No. 2 to Manufacturing an

As filed with the Securities and Exchange Commission on June 14, 2024

As filed with the Securities and Exchange Commission on June 14, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Agile Therapeutics, Inc.

Entry into a Material Definitive Agreement

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 May 15, 2024 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 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36464 Agi

AGILE THERAPEUTICS REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE First Quarter Net Revenue Increased 58% and Factory Sales Increased 3% from Fourth Quarter 2023 Twirla First Quarter 2024 Demand Rebounded 18% from Fourth Q

Exhibit 99.1 AGILE THERAPEUTICS REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE First Quarter Net Revenue Increased 58% and Factory Sales Increased 3% from Fourth Quarter 2023 Twirla First Quarter 2024 Demand Rebounded 18% from Fourth Quarter 2023 PRINCETON, N.J., May 15, 2024 (GLOBE NEWSWIRE) – Agile Therapeutics, Inc. (Pink: AGRX), a women's healthcare company, today r

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 May 15, 2024 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 Fi

Form of New Warrant

Exhibit 4.24 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

NASDAQ: AGRX Company & Product Overview 3 NASDAQ: AGRX • Agile Therapeutics® is a commercial-stage women’s healthcare company dedicated to fulfilling the unmet health needs of today’s women • Our product and product candidates are designed to offer w

Exhibit 99.1 NASDAQ: AGRX 1 Agile Therapeutics Company Presentation April 2024 NASDAQ: AGRX Forward-Looking Statements Certain information contained in this presentation 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 “predict

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 April 9, 2024 Date of report (Date of earliest event reported) Agile Therapeutics,

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 April 9, 2024 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 F

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 March 28, 2024 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

Agile Therapeutics, Inc. Compensation Recoupment Policy.

Exhibit 97.1 AGILE THERAPEUTICS, INC. COMPENSATION RECOUPMENT POLICY I. Purpose. The Board of Directors (“Board”) of Agile Therapeutics, Inc. (the “Company”) based upon the recommendation of its Compensation Committee (the “Committee”), has adopted this Compensation Recoupment Policy (this “Policy”) in order to implement a mandatory clawback policy in the event of a Restatement in compliance with

AGILE THERAPEUTICS REPORTS FOURTH QUARTER & FULL YEAR 2023 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Full Year 2023 Net Revenue Increased 80% from 2022 While OPEX Decreased 33% Twirla Demand and Factory Sales Up 121% and 114% Respectively in 20

Exhibit 99.1 AGILE THERAPEUTICS REPORTS FOURTH QUARTER & FULL YEAR 2023 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Full Year 2023 Net Revenue Increased 80% from 2022 While OPEX Decreased 33% Twirla Demand and Factory Sales Up 121% and 114% Respectively in 2023 vs 2022 Company Completes Pay-Off of Debt Facility in First Quarter 2024 Twirla Demand Expected to Rebound in First Quarter 2024 from

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36464 Agile Therapeut

Agile Therapeutics Announces Delisting from Nasdaq

Exhibit 99.1 Agile Therapeutics Announces Delisting from Nasdaq PRINCETON, N.J., March 25, 2024 (GLOBE NEWSWIRE) – Agile Therapeutics, Inc. (Nasdaq: AGRX) (“Agile Therapeutics” or the “Company”), a women's healthcare company, today announced that the Company has received a final delisting notice from Nasdaq. The delisting is a result of failure to regain compliance with the minimum stockholders’ e

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 March 22, 2024 Date of report (Date of earliest event reported) Agile Therapeutics,

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 March 22, 2024 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

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 March 13, 2024 Date of report (Date of earliest event reported) Agile Therapeutics,

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 March 13, 2024 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

Agile Therapeutics Completes Pay-off of Debt and Remains Focused on Business Plan Execution Elimination of Remaining Debt to Perceptive Advisors Leaves the Company’s Balance Sheet Debt Free

Exhibit 99.1 Agile Therapeutics Completes Pay-off of Debt and Remains Focused on Business Plan Execution Elimination of Remaining Debt to Perceptive Advisors Leaves the Company’s Balance Sheet Debt Free PRINCETON, N.J., March 13, 2024 (GLOBE NEWSWIRE) – Agile Therapeutics, Inc. (Nasdaq: AGRX) (“Agile” or the “Company”), a women's healthcare company, today announced that it has paid-off the remaind

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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 February 22, 2024 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) (Commissi

Agile Therapeutics Announces Exercise of Warrants for $4.8 Million Gross Proceeds

Exhibit 99.1 Agile Therapeutics Announces Exercise of Warrants for $4.8 Million Gross Proceeds PRINCETON, N.J., Feb. 22, 2024 (GLOBE NEWSWIRE) – Agile Therapeutics, Inc. (Nasdaq: AGRX) (“Agile Therapeutics” or the “Company”), a women's healthcare company, today announced the entry into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase up to an aggregate

Form of New Warrant (Incorporated by reference, Exhibit 4.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on February 23, 2024.)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Placement Agent Warrant (Incorporated by reference, Exhibit 4.3 to Company’s Current Report on Form 8-K, file number 001-36464, filed on February 23, 2024.)

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

533,333 Shares of Common Stock and Accompanying Series A-1 Warrants to Purchase 533,348 Shares of Common Stock and Series A-2 Warrants to Purchase 533,348 Shares of Common Stock 53,333 Pre-funded Warrants to Purchase 533,333 Shares of Common Stock an

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264960 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2022) 533,333 Shares of Common Stock and Accompanying Series A-1 Warrants to Purchase 533,348 Shares of Common Stock and Series A-2 Warrants to Purchase 533,348 Shares of Common Stock or 53,333 Pre-funded Warrants to Purchase 533,333 Shares of Common Stock and Accompanying Series A-1 War

Form of New Warrant (Incorporated by reference, Exhibit 4.2 to Company’s Current Report on Form 8-K, file number 001-36464, filed on February 23, 2024.)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

1,896,286 Shares of Common Stock Series C-1 Warrants to Purchase 1,896,286 Shares of Common Stock Series C-2 Warrants to Purchase 1,896,286 Shares of Common Stock Series D Pre-funded Warrants to Purchase 1,896,286 Shares of Common Stock Series C-1 Wa

Filed Pursuant to Rule 424(b)(5) Registration No. 333-271249 PROSPECTUS SUPPLEMENT (To Prospectus dated May 22, 2023) 1,896,286 Shares of Common Stock Series C-1 Warrants to Purchase 1,896,286 Shares of Common Stock Series C-2 Warrants to Purchase 1,896,286 Shares of Common Stock Series D Pre-funded Warrants to Purchase 1,896,286 Shares of Common Stock Series C-1 Warrants to Purchase 1,896,286 Sha

Form of Exercise Agreement (Incorporated by reference, Exhibit 10.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on February 23, 2024.)

Exhibit 10.1 Agile Therapeutics, Inc. February 22, 2024 Holder of Common Stock Purchase Warrants Re:Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Agile Therapeutics, Inc. (the “Company”) is pleased to offer to you the opportunity to exercise all of the warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth o

Eighth Amendment to Credit Agreement and Guaranty, by and among Agile Therapeutics, Inc., the guarantors from time to party thereto, the lenders from time to time party thereto and Perceptive Credit Holdings III, LP, dated as of February 9, 2024 (Incorporated by reference, Exhibit 10.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on February 15, 2024.)

Exhibit 10.1 Eighth Amendment to Credit Agreement and Guaranty This Eighth Amendment to Credit Agreement and Guaranty, dated as of February 9, 2024 (this “Eighth Amendment”), is entered into by and among, Agile Therapeutics, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (each a “Lender” and collectively, the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware li

Agile Therapeutics Announces Extension Granted by Nasdaq Hearings Panel to Regain Compliance with the Stockholders’ Equity Continued Listing Requirement & Provides Performance Update Company Granted Extension by Nasdaq Hearings Panel to Regain Compli

Exhibit 99.1 Agile Therapeutics Announces Extension Granted by Nasdaq Hearings Panel to Regain Compliance with the Stockholders’ Equity Continued Listing Requirement & Provides Performance Update Company Granted Extension by Nasdaq Hearings Panel to Regain Compliance with the Stockholders’ Equity Continued Listing Requirement Until March 25, 2024 Net Revenue for Full Year 2023 Expected to be in th

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 February 9, 2024 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) (Commissio

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Agile Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to su

US00847L3087 / AGILE THERAPEUTICS INC / Lind Global Fund II LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Agile Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00847L308 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

As filed with the Securities and Exchange Commission on February 7, 2024.

Table of Contents As filed with the Securities and Exchange Commission on February 7, 2024.

US00847L3087 / AGILE THERAPEUTICS INC / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Agile Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00847L308 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

As filed with the Securities and Exchange Commission on February 5, 2024.

As filed with the Securities and Exchange Commission on February 5, 2024. Registration No. 333-275995 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 3) REGISTRATION STATEMENT Under The Securities Act of 1933 Agile Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation or Organ

As filed with the Securities and Exchange Commission on February 2, 2024.

As filed with the Securities and Exchange Commission on February 2, 2024. Registration No. 333-275995 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 2) REGISTRATION STATEMENT Under The Securities Act of 1933 Agile Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation or Organ

Form of Series E-2 Warrant

Exhibit 4.27 SERIES E-2 COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS SERIES E-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stock

Form of Securities Purchase Agreement, by and among Agile Therapeutics, Inc. and the purchasers signatory thereto.

  Exhibit 10.44   SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2023, between Agile Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).   WHEREAS, subject to the terms and

Form of Placement Agent Warrant

Exhibit 4.29 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

As filed with the Securities and Exchange Commission on December 20, 2023.

As filed with the Securities and Exchange Commission on December 20, 2023. Registration No. 333-275995 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 1) REGISTRATION STATEMENT Under The Securities Act of 1933 Agile Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation or Orga

Form of Series E-1 Warrant

  Exhibit 4.26   SERIES E-1 COMMON STOCK PURCHASE WARRANT   AGILE THERAPEUTICS, INC.   Warrant Shares: Initial Exercise Date: , 2023   THIS SERIES E-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Form of Series F Pre-Funded Warrant

Exhibit 4.28 SERIES F PRE-FUNDED COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS SERIES F PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o

Seventh Amendment to Credit Agreement and Guaranty among Agile Therapeutics, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto and Perceptive Credit Holdings III, L.P., dated as of October 30, 2023.

Exhibit 10.19 Seventh Amendment to Credit Agreement and Guaranty This Seventh Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of October 30, 2023 (the “Seventh Amendment Effective Date”), by and among Agile Therapeutics, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (each a “Lender” and collectively, the “Lenders”) and Perceptive C

Amendment to Warrants and Certificate of Adjustment between Agile Therapeutics, Inc. and Perceptive Credit Holdings III, LP, dated as of October 30, 2023.

Exhibit 4.25 AMENDMENT TO WARRANTS AND CERTIFICATE OF ADJUSTMENT This AMENDMENT TO WARRANTS AND CERTIFICATE OF ADJUSTMENT (this “Amendment”) is hereby entered into as of October 30, 2023 by and between Agile Therapeutics, Inc., a Delaware corporation (the “Company”), and Perceptive Credit Holdings III, LP, a Delaware limited partnership (the “Holder”). Capitalized terms used herein and not defined

As filed with the Securities and Exchange Commission on December 11, 2023.

As filed with the Securities and Exchange Commission on December 11, 2023. Registration No.          UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Agile Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 2834 (Prim

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Agile Therapeutics, Inc.

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 December 5, 2023 Date of report (Date of earliest event reported) Agile Therapeutic

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 December 5, 2023 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) (Commissio

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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 December 3, 2023 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) (Commissio

Form of Warrant Amendment and Additional Issuance Agreement. (Incorporated by reference, Exhibit 10.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on December 4, 2023.)

Exhibit 10.1 AGILE THERAPEUTICS, INC. December 3, 2023 Holder of Common Stock Purchase Warrants Re:Inducement Offer to Amend Common Stock Purchase Warrants Dear Holder: Agile Therapeutics, Inc. (the “Company”) is pleased to offer to you the opportunity to amend the warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth on Exhibit A he

Form of New Warrant. (Incorporated by reference, Exhibit 4.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on December 4, 2023.)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36464

Transition and Separation Agreement, dated August 17, 2023, by and between Agile Therapeutics, Inc. and Jason Butch (Incorporated by reference, Exhibit 10.3 to Company’s Quarterly Report on Form 10-Q, file number 001-36464, filed on November 9, 2023.)

Exhibit 10.2 Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats and private and confidential. TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE This Transition and Separation Agreement and

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 9, 2023 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) (Commissio

AGILE THERAPEUTICS REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Twirla Delivers Third Quarter 2023 Net Revenue of $6.7 Million, a 21% Increase from Second Quarter 2023 Company Announces It Expects to Generate Positive Ca

Exhibit 99.1 AGILE THERAPEUTICS REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Twirla Delivers Third Quarter 2023 Net Revenue of $6.7 Million, a 21% Increase from Second Quarter 2023 Company Announces It Expects to Generate Positive Cash Flow from Operations in First Quarter 2024 Gross Margin Grows to 63% in Third Quarter 2023 from 58% in Second Quarter 2023 Company Rea

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 September 27, 2023 Date of report (Date of earliest event reported) Agile Therapeut

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 September 27, 2023 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) (Commiss

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 September 28, 2023 Date of report (Date of earliest event reported) Agile Therapeut

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 September 28, 2023 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) (Commiss

Seventh Amendment to Project Agreement, dated September 28, 2023, by and between Agile Therapeutics, Inc. and Syneos Health Commercial Services, LLC (Incorporated by reference, Exhibit 10.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on September 28, 2023.)

Exhibit 10.1 Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats and private and confidential. SEVENTH AMENDMENT TO PROJECT AGREEMENT (DETAILING – FIELD TEAM) This Seventh Amendment (the “Amendme

Employment Agreement, dated August 16, 2023, by and between Agile Therapeutics, Inc. and Scott Coiante (Incorporated by reference, Exhibit 10.1 to Company’s Current Report on Form 8-K/A, file number 001-36464, filed August 22, 2023.)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 16, 2023, by and between AGILE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Scott Coiante (the “Executive”), collectively referred to as the “parties.” Recitals: The Company desires to employ the Executive and to have the benefit of the Executive’s skills and services, and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 June 21, 2023 Date of report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 June 21, 2023 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 incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36464 Agil

AGILE THERAPEUTICS REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Twirla Delivers Second Quarter 2023 Net Revenue of $5.5 Million, a 44% Increase from First Quarter 2023 Twirla Demand and Factory Sales Up 24% and 42% Resp

Exhibit 99.1 AGILE THERAPEUTICS REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Twirla Delivers Second Quarter 2023 Net Revenue of $5.5 Million, a 44% Increase from First Quarter 2023 Twirla Demand and Factory Sales Up 24% and 42% Respectively in Second Quarter 2023 Compared to First Quarter 2023 Gross Margin Grows to 58% in Second Quarter 2023 from 47% in First Quarter

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 9, 2023 Date of report (Date of earliest event reported) Agile Therapeutics,

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 9, 2023 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

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 June 28, 2023 Date of report (Date of earliest event reported) Agile Therapeutics,

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 June 28, 2023 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 F

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 June 21, 2023 Date of report (Date of earliest event reported) Agile Therapeutics,

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 June 21, 2023 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 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 June 8, 2023 Date of report (Date of earliest event reported) A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 June 8, 2023 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 incorpora

As filed with the Securities and Exchange Commission on June 9, 2023

As filed with the Securities and Exchange Commission on June 9, 2023 Registration No.

Agile Therapeutics, Inc. 2023 Equity Incentive Plan effective June 8, 2023 (Incorporated by reference, Exhibit 99.1 to the Company’s Registration Statement on Form S-8, file number 333-272576, filed on June 9, 2023.)

Exhibit 99.1 AGILE THERAPEUTICS, INC. 2023 EQUITY INCENTIVE PLAN Section 1. Effectiveness and Purpose. Effective as of the Effective Date, the Agile Therapeutics, Inc. 2023 Equity Incentive Plan (as may be amended from time to time, the “Plan”) is hereby established. The purpose of the Plan is to provide employees of Agile Therapeutics, Inc., a Delaware corporation (together with its successors, t

Calculation of Filing Fee Table

EXHIBIT 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Agile Therapeutics, Inc.

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 June 8, 2023 Date of report (Date of earliest event reported) Agile Therapeutics, I

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 June 8, 2023 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 Fi

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 June 2, 2023 Date of report (Date of earliest event reported) Agile Therapeutics, I

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 June 2, 2023 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 Fi

Form of Series C-2 Warrant (Incorporated by reference, Exhibit 4.2 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 25, 2023.)

EX-4.2 3 tm2317027d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SERIES C-2 COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: May 25, 2023 THIS SERIES C-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafte

Form of Amended and Restated Series A Common Stock Purchase Warrant between Agile Therapeutics, Inc. and an institutional investor, dated April 25, 2022 (Incorporated by reference, Exhibit 4.7 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 25, 2023.)

Exhibit 4.7 AMENDED AND RESTATED SERIES A COMMON STOCK PURCHASE WARRANT Agile therapeutics, inc. Warrant Shares: Initial Exercise Date: October 25, 2022 Issue Date: April 25, 2022 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions here

2,425 Shares of Series A Convertible Preferred Stock 2,425 Shares of Series B Convertible Preferred Stock Series A Warrants to Purchase 12,125 shares of Common Stock Series B Warrants to Purchase 12,125 shares of Common Stock Placement Agent Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-249273 PROSPECTUS SUPPLEMENT (To Prospectus dated October 14, 2020, as supplemented by Prospectus Supplement No. 1 dated March 14, 2022) 2,425 Shares of Series A Convertible Preferred Stock 2,425 Shares of Series B Convertible Preferred Stock Series A Warrants to Purchase 12,125 shares of Common Stock Series B Warrants to Purchase 12,125 shares

Form of Series D Pre-funded Warrant (Incorporated by reference, Exhibit 4.3 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 25, 2023.)

Exhibit 4.3 SERIES D PRE-FUNDED COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: May 25, 2023 THIS SERIES D PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

Form of Warrant Amendment Agreement, dated May 22, 2023, by and between Agile Therapeutics, Inc. and certain holders (Incorporated by reference, Exhibit 10.2 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 25, 2023.)

Exhibit 10.2 May 22, 2023 Holder of Warrants to Purchase Common Stock set forth on Exhibit A attached hereto Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the on Form S-1 (File No. 333-271249) offering on or about the date hereof (the “Offering”) by Agile Therapeutics, Inc. (the “Company”) of its common stock, par value $0.0001 per share (“Common Stock”), and/or other

Form of Amended and Restated Common Stock Purchase Warrant between Agile Therapeutics, Inc. and an institutional investor, dated October 8, 2021(Incorporated by reference, Exhibit 4.5 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 25, 2023.)

Exhibit 4.5 AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Issue Date: October 8, 2021 Initial Exercise Date: October 13, 2021 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth

533,333 Shares of Common Stock and Accompanying Series A-1 Warrants to Purchase 533,348 Shares of Common Stock and Series A-2 Warrants to Purchase 533,348 Shares of Common Stock 53,333 Pre-funded Warrants to Purchase 533,333 Shares of Common Stock an

  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-264960 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2022) 533,333 Shares of Common Stock and Accompanying Series A-1 Warrants to Purchase 533,348 Shares of Common Stock and Series A-2 Warrants to Purchase 533,348 Shares of Common Stock or 53,333 Pre-funded Warrants to Purchase 533,333 Shares of Common Stock and Accompanying Series A-1

AGILE THERAPEUTICS ANNOUNCES PRICING OF $7.5 MILLION PUBLIC OFFERING

Exhibit 99.1 AGILE THERAPEUTICS ANNOUNCES PRICING OF $7.5 MILLION PUBLIC OFFERING PRINCETON, N.J., May 22, 2023 (GLOBE NEWSWIRE) – Agile Therapeutics, Inc. (Nasdaq: AGRX) ("Agile Therapeutics" or the "Company"), a women's healthcare company, today announced the pricing of its public offering of an aggregate of 1,896,286 shares of its common stock (or pre-funded warrants in lieu thereof), together

AGILE THERAPEUTICS ANNOUNCES CLOSING OF $7.5 MILLION PUBLIC OFFERING

Exhibit 99.2 AGILE THERAPEUTICS ANNOUNCES CLOSING OF $7.5 MILLION PUBLIC OFFERING PRINCETON, N.J., May 25, 2023 (GLOBE NEWSWIRE) – Agile Therapeutics, Inc. (Nasdaq: AGRX) ("Agile Therapeutics" or the "Company"), a women's healthcare company, today announced the closing of its previously announced public offering of an aggregate of 1,896,286 shares of its common stock (or pre-funded warrants in lie

Form of Amended and Restated Series A-1 Common Stock Purchase Warrant between Agile Therapeutics, Inc. and an institutional investor, dated July 6, 2022 (Incorporated by reference, Exhibit 4.8 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 25, 2023.)

Exhibit 4.8 AMENDED AND RESTATED SERIES A-1 COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: July 6, 2022 THIS SERIES A-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any t

Form of Amended and Restated Series A-2 Common Stock Purchase Warrant between Agile Therapeutics, Inc. and an institutional investor, dated July 6, 2022 (Incorporated by reference, Exhibit 4.9 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 25, 2023.)

Exhibit 4.9 AMENDED AND RESTATED SERIES A-2 COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: July 6, 2022 THIS SERIES A-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any t

Form of Amended and Restated Series B Common Stock Purchase Warrant between Agile Therapeutics, Inc. and an institutional investor, dated March 14, 2022 (Incorporated by reference, Exhibit 4.10 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 25, 2023.)

Exhibit 4.10 AMENDED AND RESTATED SERIES B COMMON STOCK PURCHASE WARRANT Agile therapeutics, inc. Warrant Shares: Initial Exercise Date: September 14, 2022 Issue Date: March 14, 2022 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions h

Form of Placement Agent Warrant (Incorporated by reference, Exhibit 4.4 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 25, 2023.)

Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: May 25, 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a

Form of Amended and Restated Series A Common Stock Purchase Warrant between Agile Therapeutics, Inc. and an institutional investor, dated March 14, 2022 (Incorporated by reference, Exhibit 4.6 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 25, 2023.)

Exhibit 4.6 AMENDED AND RESTATED SERIES A COMMON STOCK PURCHASE WARRANT Agile therapeutics, inc. Warrant Shares: Initial Exercise Date: September 14, 2022 Issue Date: March 14, 2022 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions he

Form of Securities Purchase Agreement, dated May 22, 2023, by and between Agile Therapeutics, Inc. and certain purchasers (Incorporated by reference, Exhibit 10.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 25, 2023.)

  Exhibit 10.1   SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2023, between Agile Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).   WHEREAS, subject to the terms and con

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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 May 22, 2023 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 Fi

13,333 Shares of Common Stock Warrants to Purchase up to 6,674 Shares of Common Stock

  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-249273 PROSPECTUS SUPPLEMENT (To Prospectus dated October 14, 2020, as supplemented by Prospectus Supplement No. 1 dated October 8, 2021) 13,333 Shares of Common Stock Warrants to Purchase up to 6,674 Shares of Common Stock This prospectus supplement updates, supersedes and amends certain information contained in the prospectus, dated Octobe

Form of Series C-1 Warrant (Incorporated by reference, Exhibit 4.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 25, 2023.)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Agile Therapeutics, Inc. 1,896,286 Shares of Common Stock and Accompanying Series C-1 Warrants to Purchase 1,896,286 Shares of Common Stock and Series C-2 Warrants to Purchase 1,896,286 Shares of Common Stock 1,896,286 Series D Pre-funded Warrants to

Filed Pursuant to Rule 424(b)(4) Registration No. 333-271249 Prospectus Agile Therapeutics, Inc. $7,500,000 1,896,286 Shares of Common Stock and Accompanying Series C-1 Warrants to Purchase 1,896,286 Shares of Common Stock and Series C-2 Warrants to Purchase 1,896,286 Shares of Common Stock or 1,896,286 Series D Pre-funded Warrants to Purchase 1,896,286 Shares of Common Stock and Accompanying Seri

Form of Series D Pre-Funded Warrant

EX-4.16 4 tm2312690d3ex4-16.htm EXHIBIT 4.16 Exhibit 4.16 SERIES D PRE-FUNDED COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS SERIES D PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the condi

Form of Securities Purchase Agreement, by and between Agile Therapeutics, Inc. and the purchasers signatory thereto.

Exhibit 10.37 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between Agile Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set f

May 19, 2023

CORRESP 1 filename1.htm May 19, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Agile Therapeutics, Inc. Registration Statement on Form S-1 (File No. 333-271249) Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs in the r

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Agile Therapeutics, Inc.

Form of Series C-1 Warrant

Exhibit 4.14 SERIES C-1 COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS SERIES C-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date h

Form of Series C-2 Warrant

Exhibit 4.15 SERIES C-2 COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS SERIES C-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date h

Form of Placement Agent Warrant

Exhibit 4.17 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Agile Therapeutics, Inc. 500 College Road East, Suite 310 Princeton, New Jersey 08540

Agile Therapeutics, Inc. 500 College Road East, Suite 310 Princeton, New Jersey 08540 May 19, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Agile Therapeutics, Inc. Registration Statement on Form S-1 File No. 333-271249 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 the Rules and R

As filed with the Securities and Exchange Commission on May 19, 2023.

As filed with the Securities and Exchange Commission on May 19, 2023. Registration No. 333-271249 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 1) REGISTRATION STATEMENT Under The Securities Act of 1933 Agile Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation or Organizat

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 May 11, 2023 Date of report (Date of earliest event reported) Agile Therapeutics, I

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 May 11, 2023 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 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36464 Agi

AGILE THERAPEUTICS REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Twirla Delivers Single-Quarter Records for Retail and Non-Retail Demand; Both Channels Up 20% in First Quarter 2023 vs Fourth Quarter 2022 Total OPEX down 8

Exhibit 99.1 AGILE THERAPEUTICS REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Twirla Delivers Single-Quarter Records for Retail and Non-Retail Demand; Both Channels Up 20% in First Quarter 2023 vs Fourth Quarter 2022 Total OPEX down 8% in First Quarter 2023 vs Fourth Quarter 2022 Company Reaffirms Expected Full Year 2023 Net Revenue in Range of $25-$30 Million Manageme

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 May 11, 2023 Date of report (Date of earliest event reported) Agile Therapeutics, I

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 May 11, 2023 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 Fi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 April 28, 2023 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

AGILE THERAPEUTICS ANNOUNCES PRELIMINARY EXPECTATIONS FOR FIRST QUARTER 2023

Exhibit 99.1 AGILE THERAPEUTICS ANNOUNCES PRELIMINARY EXPECTATIONS FOR FIRST QUARTER 2023 PRINCETON, N.J., April 28, 2023 (GLOBE NEWSWIRE) – Agile Therapeutics, Inc. (Nasdaq: AGRX), a women's healthcare company, today announced preliminary expectations for first quarter 2023 Twirla® demand, net revenue and operating expenses. Expected First Quarter 2023 Performance Update (Unaudited) ●First Quarte

our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 28, 2023;

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ⌧ Defi

AGILE THERAPEUTICS REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE REQUIREMENT

Exhibit 99.1 AGILE THERAPEUTICS REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE REQUIREMENT PRINCETON, N.J., April 26, 2023 (GLOBE NEWSWIRE) – Agile Therapeutics, Inc. (Nasdaq: AGRX), a women's healthcare company, today announced that it has received a notification letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”), informing the Company that it

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 April 26, 2023 Date of report (Date of earliest event reported) Agile Therapeutics,

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 April 26, 2023 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

Power of Attorney (contained on the signature page to the Registration Statement).

S-1 1 tm2312690d1s1.htm FORM S-1 As filed with the Securities and Exchange Commission on April 13, 2023. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Agile Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation or Org

Waiver and Sixth Amendment to Credit Agreement and Guaranty among Agile Therapeutics, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto and Perceptive Credit Holdings III, LP, dated as of March 21, 2023 (Incorporated by reference, Exhibit 10.18 to Company’s Registration Statement on Form S-1, file number 333-271249, filed on April 14, 2023.)

Exhibit 10.18 Execution Version Waiver and Sixth Amendment to Credit Agreement and Guaranty This Waiver and Sixth Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of March 21, 2023 (the “Sixth Amendment Effective Date”), by and among Agile Therapeutics, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (each a “Lender” and collectively,

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Agile Therapeutics, Inc.

Up to $4,482,826 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-249273 PROSPECTUS SUPPLEMENT (To Prospectus dated October 14, 2020, as supplemented by Prospectus Supplement No. 1 dated August 23, 2022) Up to $4,482,826 Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated October 14, 2020 (the “Prospectus”), filed with the Securities and Exchange Commission

AGILE THERAPEUTICS ANNOUNCES 1-FOR-50 REVERSE STOCK SPLIT

Exhibit 99.1 AGILE THERAPEUTICS ANNOUNCES 1-FOR-50 REVERSE STOCK SPLIT PRINCETON, N.J., April 10, 2023 – Agile Therapeutics, Inc. (Nasdaq: AGRX) (“Agile”), a women's healthcare company, today announced that its board of directors approved a 1-for-50 reverse stock split, to be effective 4:00 p.m. on Monday, April 10, 2023. The Company’s common stock will open for trading on the Nasdaq Capital Marke

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 April 10, 2023 Date of report (Date of earliest event reported) Agile Therapeutics,

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 April 10, 2023 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

Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on April 10, 2023 (Incorporated by reference, Exhibit 3.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on April 10, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AGILE THERAPEUTICS, INC. AGILE THERAPEUTICS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is Agile Therapeutics, Inc. The Amended and Restated Certificate of Inco

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 March 27, 2023 Date of report (Date of earliest event reported) Agile Therapeutics,

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 March 27, 2023 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

Amended and Restated Employment Agreement, dated November 1, 2022 by and between Agile Therapeutics, Inc. and Paul Korner, M.D. (Incorporated by reference, Exhibit 10.35 to the Company’s Annual Report on Form 10-K, file number 001-36464, filed on March 23, 2023.)

Exhibit 10.35 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 1, 2022, by and between AGILE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Paul Korner, M.D. (the “Executive”), collectively referred to as the “parties.” Recitals: WHEREAS, the Company and the Executive entered into an Employme

Amended and Restated Common Stock Purchase Warrant between Agile Therapeutics, Inc. and Perceptive Credit Holdings III, LP, dated as of March 21, 2023 (Incorporated by reference, Exhibit 4.2 to Company’s Annual Report on Form 10-K, file number 001-36464, filed on March 23, 2023.)

Exhibit 4.2 First warrant NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36464 Agile Therapeut

Amended and Restated Employment Agreement, dated November 1, 2022 by and between Agile Therapeutics, Inc. and Geoffrey P. Gilmore (Incorporated by reference, Exhibit 10.34 to the Company’s Annual Report on Form 10-K, file number 001-36464, filed on March 23, 2023.)

Exhibit 10.34 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 1, 2022, by and between AGILE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Geoffrey P. Gilmore (the “Executive”), collectively referred to as the “parties.” Recitals: WHEREAS, the Company and the Executive entered into an Employ

Amended and Restated Employment Agreement, dated November 22, 2022 by and between Agile Therapeutics, Inc. and Alfred Altomari (Incorporated by reference, Exhibit 10.33 to the Company’s Annual Report on Form 10-K, file number 001-36464, filed on March 23, 2023.)

Exhibit 10.33 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 22, 2022, by and between AGILE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Alfred Altomari (the “Executive”), collectively referred to as the “parties.” Recitals: WHEREAS, the Company and the Executive entered into an Employmen

Sixth Amendment to Project Agreement, dated January 3, 2023, by and between Agile Therapeutics, Inc. and inVentiv Commercial Services, LLC (Incorporated by reference, Exhibit 10.27 to the Company’s Annual Report on Form 10-K, file number 001-36464, filed on March 23, 2023.)

Exhibit 10.27 Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601()(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats as private and confidential. SIXTH AMENDMENT TO PROJECT AGREEMENT (DETAILING – FIELD TEAM) This Sixth Amendment (the “Amendment”)

Amended and Restated Common Stock Purchase Warrant between Agile Therapeutics, Inc. and Perceptive Credit Holdings III, LP, dated as of March 21, 2023 (Incorporated by reference, Exhibit 4.4 to Company’s Annual Report on Form 10-K, file number 001-36464, filed on March 23, 2023.)

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Amended and Restated Common Stock Purchase Warrant between Agile Therapeutics, Inc. and Perceptive Credit Holdings III, LP, dated as of March 21, 2023 (Incorporated by reference, Exhibit 4.3 to Company’s Annual Report on Form 10-K, file number 001-36464, filed on March 23, 2023.)

Exhibit 4.3 SECOND WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EF

AGILE THERAPEUTICS REPORTS FOURTH QUARTER & FULL YEAR 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Fourth Quarter 2022 Net Revenue Increased 33% from Third Quarter 2022 While GAAP Quarter-Over-Quarter OPEX Decreased 55% and Non-GAAP OPEX Rema

Exhibit 99.1 AGILE THERAPEUTICS REPORTS FOURTH QUARTER & FULL YEAR 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Fourth Quarter 2022 Net Revenue Increased 33% from Third Quarter 2022 While GAAP Quarter-Over-Quarter OPEX Decreased 55% and Non-GAAP OPEX Remained Unchanged Twirla Demand and Factory Sales Up 25% and 30% Respectively in Fourth Quarter 2022 vs Third Quarter 2022 Company Reaffirms

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 March 22, 2023 Date of report (Date of earliest event reported) Agile Therapeutics,

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 March 22, 2023 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

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 March 8, 2023 Date of report (Date of earliest event reported) Agile Therapeutics,

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 March 8, 2023 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 F

AGILE THERAPEUTICS GRANTED 180-DAY EXTENSION BY NASDAQ TO MEET THE MINIMUM BID PRICE REQUIREMENT

Exhibit 99.1 AGILE THERAPEUTICS GRANTED 180-DAY EXTENSION BY NASDAQ TO MEET THE MINIMUM BID PRICE REQUIREMENT PRINCETON, N.J., February 27, 2023 (GLOBE NEWSWIRE) – Agile Therapeutics, Inc. (Nasdaq: AGRX) (“Agile” or the “Company”), a women's healthcare company, today announced that it has received written notification from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasd

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 February 23, 2023 Date of report (Date of earliest event reported) Agile Therapeuti

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 February 23, 2023 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) (Commissi

US00847L2097 / AGILE THERAPEUTICS INC / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Agile Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 00847L 209 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

AGREEMENT

EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2023 PERCEPTIVE ADVISORS LLC

US00847L2097 / AGILE THERAPEUTICS INC / Lind Global Fund II LP - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Agile Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 00847L209 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

JOINT FILING APPLICATION

EX-99.1 2 exhibit99-1.htm JOINT FILING APPLICATION BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING APPLICATION The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Agile Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

US00847L2097 / AGILE THERAPEUTICS INC / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Agile Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00847L209 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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 January 25, 2023 Date of report (Date of earliest event reported) Agile Therapeutic

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 January 25, 2023 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) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Agile Therapeutics, Inc. (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Agile Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 23-2936302 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification

Certificate of Designation of Preferences, Rights, and Limitations of Series C Preferred Stock filed with the Secretary of State of the State of Delaware on January 26, 2023 (Incorporated by reference, Exhibit 3.2 to Company’s Current Report on Form 8-K, file number 001-36464, filed on January 26, 2023.)

Exhibit 3.2 AGILE THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF SERIES C PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned does hereby certify, on behalf of Agile Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corporation (the “Board”), i

AGILE THERAPEUTICS ANNOUNCES DISTRIBUTION OF SERIES C PREFERRED STOCK TO ITS HOLDERS OF COMMON STOCK

Exhibit 99.1 AGILE THERAPEUTICS ANNOUNCES DISTRIBUTION OF SERIES C PREFERRED STOCK TO ITS HOLDERS OF COMMON STOCK PRINCETON, N.J., January 26, 2023 (GLOBE NEWSWIRE) – Agile Therapeutics, Inc. (Nasdaq: AGRX), a women's healthcare company, today announced that its Board of Directors declared a dividend of one one-thousandth of a share of newly designated Series C Preferred Stock, par value $0.0001 p

Amended and Restated Bylaws of the Registrant (Incorporated by reference, Exhibit 3.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on January 26, 2023.)

Exhibit 3.1 AGILE THERAPEUTICS, Inc. Incorporated under the laws of the State of Delaware AMENDED AND RESTATED BYLAWS As adopted on January 25, 2023 AMENDED AND RESTATED BYLAWS OF AGILE THERAPEUTICS, inc. ARTICLE I OFFICES; BOOKS 1.1 Registered Office. The registered office of Agile Therapeutics, Inc. (the “Corporation”) in the State of Delaware shall be Capital Corporate Services, Inc., 1111B Sou

Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock filed with the Secretary of State of the State of Delaware on January 26, 2023.

EX-3.1 2 tm234557d2ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AGILE THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF SERIES C PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned does hereby certify, on behalf of Agile Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of dire

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 January 9, 2023 Date of report (Date of earliest event reported) Agile Therapeutics

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 January 9, 2023 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

NASDAQ: AGRX NASDAQ: AGRX Company & Product Overview 3 NASDAQ: AGRX • Agile Therapeutics ® is a commercial - stage women’s healthcare company dedicated to fulfilling the unmet health needs of today’s women • Our product and product candidates are des

Exhibit 99.1 NASDAQ: AGRX 1 NASDAQ: AGRX Agile Therapeutics Corporate Presentation January 2023 NASDAQ: AGRX Forward - Looking Statements Certain information contained in this presentation and other matters discussed today or answers that may be given in response to questions may include “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and

AGILE THERAPEUTICS PROVIDES UPDATES ON 2022 TWIRLA PERFORMANCE AND 2023 COMMERCIAL PLAN Fourth Quarter 2022 Twirla Factory Sales Expected to Increase Approximately 30% from Third Quarter 2022 Full Year 2022 Factory Sales Expected to Increase Approxim

EX-99.2 3 agrx-20230109xex99d2.htm EX-99.2 Exhibit 99.2 AGILE THERAPEUTICS PROVIDES UPDATES ON 2022 TWIRLA PERFORMANCE AND 2023 COMMERCIAL PLAN Fourth Quarter 2022 Twirla Factory Sales Expected to Increase Approximately 30% from Third Quarter 2022 Full Year 2022 Factory Sales Expected to Increase Approximately 232% from Full Year 2021 Full Year 2023 Net Revenue Expected to be in Range of $25-$30 M

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 November 7, 2022 Date of report (Date of earliest event reported) Agile Therapeutic

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 November 7, 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) (Commissio

Net Revenue Increased 43% from Second Quarter 2022 Largest Quarter-over-Quarter Increase in Net Revenue Achieved by Agile Non-Retail Channel Twirla Cycles Grew 361% from Second Quarter 2022 Company Expects Business Plan Can Deliver Additional Growth

Exhibit 99.1 AGILE THERAPEUTICS REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Net Revenue Increased 43% from Second Quarter 2022 Largest Quarter-over-Quarter Increase in Net Revenue Achieved by Agile Non-Retail Channel Twirla Cycles Grew 361% from Second Quarter 2022 Company Expects Business Plan Can Deliver Additional Growth in the Fourth Quarter of 2022 and in 2023 M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36464

Fifth Amendment to Credit Agreement and Guaranty among Agile Therapeutics, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto and Perceptive Credit Holdings III, L.P. dated as of July 25, 2022 (Incorporated by reference, Exhibit 10.1 to Company’s Quarterly Report on form 10-Q, file number 001-36464, filed on November 7, 2022.)

exhibit 10.1 ? Fifth Amendment to Credit Agreement and Guaranty This Fifth Amendment to Credit Agreement and Guaranty (herein, this ?Agreement?) is entered into as of July 25, 2022 (the ?Fifth Amendment Effective Date?), by and among Agile Therapeutics, Inc., a Delaware corporation (the ?Borrower?), the Lenders party hereto (each a ?Lender? and collectively, the ?Lenders?) and Perceptive Credit Ho

Amendment No. 1 to Manufacturing and Commercialization Agreement, by and between Corium, Inc. and Agile Therapeutics, Inc., dated as of July 25, 2022, and Bill of Sale by Agile Therapeutics, Inc. to Corium Inc., dated as of July 25, 2022 (Incorporated by reference, Exhibit 10.2 to Company’s Quarterly Report on Form 10-Q, file number 001-36464, filed on November 7, 2022.)

Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats as private and confidential.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

? ? 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 ? October 4, 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) (Comm

AGILE THERAPEUTICS ANNOUNCES REORGANIZATION OF LEADERSHIP TEAM Appointment of Amy Welsh to Chief Commercial Officer Prioritizes Commercial Growth Company Streamlines Leadership Team to Align with Plan to Grow Twirla® James Tursi, M.D. Resigns from Bo

Exhibit 99.1 ? AGILE THERAPEUTICS ANNOUNCES REORGANIZATION OF LEADERSHIP TEAM ? Appointment of Amy Welsh to Chief Commercial Officer Prioritizes Commercial Growth ? Company Streamlines Leadership Team to Align with Plan to Grow Twirla? ? James Tursi, M.D. Resigns from Board of Directors ? PRINCETON, N.J., October 7, 2022 (GLOBE NEWSWIRE) ? Agile Therapeutics, Inc. (Nasdaq: AGRX), a women's healthc

Financial Statements and Exhibits, Other Events

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

$75,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-249273 PROSPECTUS SUPPLEMENT (To Prospectus dated October 14, 2020) $75,000,000 Common Stock On April 27, 2022, we entered into a common stock sales agreement, or the sales agreement, with H.C. Wainwright & Co., LLC, or Wainwright, relating to shares of our common stock. In accordance with the terms of the sales agreement, we may offer and sell

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 15, 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

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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 11, 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) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AGILE THERAPEUTICS REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Second Consecutive Quarter of Increase in Twirla Demand and Decrease in Company Operating Expenses Cash on Hand Expected to Fund Operations Through 2022 Co

Exhibit 99.1 ? AGILE THERAPEUTICS REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE ? Second Consecutive Quarter of Increase in Twirla Demand and Decrease in Company Operating Expenses ? Cash on Hand Expected to Fund Operations Through 2022 ? Company Announces Twirla? Product Supply Agreement with Nurx ? Management to Host Conference Call Today, Thursday, August 11, 2022

Entry into a Material Definitive Agreement

? ? 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 ? July 25, 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) (Commis

Twirla® Demand Guidance (Total Cycles) Expected to be at Midpoint of Guided Range Operating Expenses (OPEX) Expected to be Below Guided Range

EX-99.1 2 tm2220999d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AGILE THERAPEUTICS UPDATES SECOND QUARTER 2022 GUIDANCE July 12, 2022 Twirla® Demand Guidance (Total Cycles) Expected to be at Midpoint of Guided Range Operating Expenses (OPEX) Expected to be Below Guided Range PRINCETON, N.J., July 12, 2022 (GLOBE NEWSWIRE) - Agile Therapeutics, Inc. (Nasdaq: AGRX), a women's healthcare company, announced

Regulation FD Disclosure, Financial Statements and Exhibits

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 July 12, 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 F

AGRX / Agile Therapeutics Inc / Lind Global Fund II LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Agile Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00847L209 (CUSIP Number) July 6, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, $0.0001 par value per share, of Agile Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. July 12, 2022 LIND GLOBAL FUND II LP By: Lind Global Partners II LL

AGRX / Agile Therapeutics Inc / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Agile Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 00847L209 (CUSIP Number) July 1, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

Form of Placement Agent Warrant (Incorporated by reference, Exhibit 4.4 to Company’s Current Report on Form 8-K, file number 001-36464, filed on July 8, 2022.)

Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: July 6, 2022 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a

Agile Therapeutics Announces Pricing of $24 Million Upsized Public Offering

Exhibit 99.1 Agile Therapeutics Announces Pricing of $24 Million Upsized Public Offering PRINCETON, N.J., July 1, 2022 (GLOBE NEWSWIRE) - Agile Therapeutics, Inc. (Nasdaq: AGRX) ("Agile Therapeutics" or the "Company"), a women's healthcare company, today announced the pricing of its upsized public offering of an aggregate of 26,666,666 shares of its common stock (or pre-funded warrants in lieu the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 July 6, 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 Fi

Form of Series A-2 Warrant (Incorporated by reference, Exhibit 4.2 to Company’s Current Report on Form 8-K, file number 001-36464, filed on July 8, 2022.)

Exhibit 4.2 SERIES A-2 COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: July 6, 2022 THIS SERIES A-2 COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the d

Agile Therapeutics Announces Closing of $24 Million Upsized Public Offering

Exhibit 99.2 Agile Therapeutics Announces Closing of $24 Million Upsized Public Offering PRINCETON, N.J., July 6, 2022 (GLOBE NEWSWIRE) - Agile Therapeutics, Inc. (Nasdaq: AGRX) ("Agile Therapeutics" or the "Company"), a women's healthcare company, today announced the closing of its previously announced upsized public offering of an aggregate of 26,666,666 shares of its common stock (or pre-funded

Form of Series A-1 Warrant (Incorporated by reference, Exhibit 4.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on July 8, 2022.)

Exhibit 4.1 SERIES A-1 COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: July 6, 2022 THIS SERIES A-1 COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the d

Form of Series B Pre-Funded Warrant (Incorporated by reference, Exhibit 4.3 to Company’s Current Report on Form 8-K, file number 001-36464, filed on July 8, 2022.)

Exhibit 4.3 SERIES B PRE-FUNDED COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: July 6, 2022 THIS SERIES B PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

Form of Securities Purchase Agreement, by and between Agile Therapeutics, Inc., and certain purchasers (Incorporated by reference, Exhibit 10.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on July 8, 2022.)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of July 1, 2022, between Agile Therapeutics, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions

Agile Therapeutics, Inc. 26,666,666 Shares of Common Stock and Accompanying 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 26,666,666 Pre-funded Warrants to Purc

Filed Pursuant to Rule 424(b)(4) ?Registration Nos. 333-264960 and 333-265959 Prospectus Agile Therapeutics, Inc. $24,000,000 26,666,666 Shares of Common Stock and Accompanying 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 or 26,666,666 Pre-funded Warrants to Purchase 26,666,666 Shares of Common Stock and Acc

As filed with the Securities and Exchange Commission on July 1, 2022.

As filed with the Securities and Exchange Commission on July 1, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Agile Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware 2834 23-2936302 (State or other jurisdiction of incorporation or organization) (Pr

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Agile Therapeutics, Inc.

June 29, 2022

June 29, 2022 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Agile Therapeutics, Inc. Registration Statement on Form S-1 (Registration No. 333-264960) Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering purs

As filed with the Securities and Exchange Commission on June 29, 2022.

As filed with the Securities and Exchange Commission on June 29, 2022. Registration No. 333-264960 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 1) REGISTRATION STATEMENT Under The Securities Act of 1933 Agile Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation or Organiza

Agile Therapeutics, Inc. 500 College Road East, Suite 310 Princeton, New Jersey 08540

Agile Therapeutics, Inc. 500 College Road East, Suite 310 Princeton, New Jersey 08540 June 29, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Alan Campbell Celeste Murphy Re: Agile Therapeutics, Inc. Registration Statement on Form S-1 File No. 333-264960 Request for Acceleration Ladies and Gentle

Form of Series A-2 Warrant

Exhibit 4.11 ???????????????????????????????????????????????????????????????????????????????????????????????????? EXHIBIT A-2 SERIES A-2 COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: July , 2022 THIS SERIES A-2 COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms a

Form of Securities Purchase Agreement by and between Agile Therapeutics, Inc. and the purchasers signatory thereto (Incorporated by reference, Exhibit 10.31 to Company’s Amendment No. 1 to Registration Statement on Form S-1/A, file number 333-264960, filed on June 29, 2022.)

Exhibit 10.31 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of June , 2022, between Agile Therapeutics, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions

Engagement Agreement, by and between Agile Therapeutics, Inc. and H.C. Wainwright & Co., LLC (Incorporated by reference, Exhibit 10.32 to Company’s Amendment No. 1 to Registration Statement on Form S-1/A, file number 333-264960, filed on June 29, 2022.)

Exhibit 10.32 Execution Version February 18, 2022 STRICTLY CONFIDENTIAL Agile Therapeutics, Inc. 500 College Road East, Suite 310 Princeton, New Jersey 08540 Attn: Alfred Altomari, President and Chief Executive Officer Dear Mr. Altomari: This letter agreement (this ?Agreement?) constitutes the agreement between Agile Therapeutics, Inc. (the ?Company?) and H.C. Wainwright & Co., LLC (?Wainwright?),

Form of Placement Agent Warrant

Exhibit 4.13 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: July , 2022 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a

Amendment to Engagement Agreement, by and between Agile Therapeutics, Inc. and H.C. Wainwright & Co., LLC (Incorporated by reference, Exhibit 10.33 to Company’s Amendment No. 1 to Registration Statement on Form S-1/A, file number 333-264960, filed on June 29, 2022.)

Exhibit 10.33 Execution Version June 28, 2022 STRICTLY CONFIDENTIAL Agile Therapeutics, Inc. 500 College Road East, Suite 310 Princeton, New Jersey 08540 Attn: Alfred Altomari, President and Chief Executive Officer Dear Mr. Altomari: Reference is made to the engagement letter (the ?Engagement Letter?), dated February 18, 2022, by and between Agile Therapeutics, Inc. (the ?Company?) and H.C. Wainwr

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Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110-1726 Tel. +1.617.341.7700 Fax: +1.617.341.7701 www.morganlewis.com June 29, 2022 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 101 F Street, NE Washington, DC 20549 Attention: Alan Campbell and Celeste Murphy Re: Agile Therapeutics, Inc. Draft Registration Statement on Form S-

Form of Series B Pre-Funded Warrant

Exhibit 4.12 EXHIBIT A-2 SERIES B PRE-FUNDED COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: July , 2022 THIS SERIES B PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth,

Form of Series A-1 Warrant

Exhibit 4.10 EXHIBIT A-1 SERIES A-1 COMMON STOCK PURCHASE WARRANT AGILE THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: July , 2022 THIS SERIES A-1 COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

Filing Fee Table

EX-FILING FEES 11 tm2217522d1ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Agile Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security type Security class title Fee calculation or carry forward rule Amount registered Proposed maximum offering price per

Submission of Matters to a Vote of Security Holders

? ? 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 ? June 9, 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) (Commiss

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? 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 ? May 23, 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) (Commiss

NASDAQ: AGRX Forward - Looking Statements Certain information contained in this presentation and other matters discussed today or answers that may be given in response to questions may include “forward - looking statements.” We may, in some cases, us

Exhibit 99.1 NASDAQ: AGRX 1 NASDAQ: AGRX Agile Therapeutics Corporate Presentation May 2022 NASDAQ: AGRX Forward - Looking Statements Certain information contained in this presentation and other matters discussed today or answers that may be given in response to questions may include “forward - looking statements.” We may, in some cases, use terms such as “predicts,” “believes,” “potential, ” “con

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? 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 ? May 20, 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) (Commiss

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Agile Therapeutics, Inc.

Power of Attorney (contained on the signature page to the Registration Statement).

As filed with the Securities and Exchange Commission on May 13, 2022. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Agile Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 2834 (Primary Standard I

Fifth Amendment to Project Agreement, dated February 1, 2022, by and between Agile Therapeutics, Inc. and inVentiv Commercial Services LLC (Incorporated by reference, Exhibit 10.5 to Company’s Quarterly Report on Form 10-Q, file number 001-36464, filed on May 12, 2022.)

Exhibit 10-5 ? Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats as private and confidential.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

? ? 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 ? May 11, 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) (Commiss

Twirla Experienced Another Quarter of Double-Digit Demand Growth in First Quarter 2022 Twirla Business Plan Progressing Company Anticipates Future 2022 Quarterly Operating Expenses to be Lower Management to Host Conference Call Today, Wednesday, May

EX-99.1 3 agrx-20220511xex99d1.htm EX-99.1 Exhibit 99.1 AGILE THERAPEUTICS REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Twirla Experienced Another Quarter of Double-Digit Demand Growth in First Quarter 2022 Twirla Business Plan Progressing Company Anticipates Future 2022 Quarterly Operating Expenses to be Lower Management to Host Conference Call Today, Wednesday, May

Waiver and Fourth Amendment to Credit Agreement and Guaranty among Agile Therapeutics, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto and Perceptive Credit Holdings III, LP, dated as of May 11, 2022 (Incorporated by reference, Exhibit 10.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on May 12, 2022.)

Exhibit 10.1 Fourth Amendment to Credit Agreement and Guaranty This Fourth Amendment to Credit Agreement and Guaranty (herein, this ?Agreement?) is entered into as of May 11, 2022 (the ?Fourth Amendment Effective Date?), by and among Agile Therapeutics, Inc., a Delaware corporation (the ?Borrower?), the Lenders party hereto (each a ?Lender? and collectively, the ?Lenders?) and Perceptive Credit Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on April 26, 2022 (Incorporated by reference, Exhibit 3.1 to Company’s Current Report on Form 8-K, file number 001-36464, filed on April 27, 2022).

EX-3.1 3 agrx-20220421xex3d1.htm EX-3.1 Exhibit 3-1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AGILE THERAPEUTICS, INC. AGILE THERAPEUTICS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is Agile Therapeutics, Inc. The

AGILE THERAPEUTICS ANNOUNCES 1-FOR-40 REVERSE STOCK SPLIT

Exhibit 99.1 ? ? AGILE THERAPEUTICS ANNOUNCES 1-FOR-40 REVERSE STOCK SPLIT ? PRINCETON, N.J., April 26, 2022 ? Agile Therapeutics, Inc. (Nasdaq: AGRX) (?Agile?), a women's healthcare company, today announced that the Board approved a 1-for-40 reverse stock split, to be effective 5:00 p.m. on Tuesday, April 26, 2022. The Company?s common stock will open for trading on the Nasdaq Market on Wednesday

Common Stock Sales Agreement dated April 27, 2022 by and between Agile Therapeutics, Inc. and H.C. Wainwright & Co., LLC (Incorporated by reference, Exhibit 1.1 to Company’s Current Report on Form 8-K, file number 001-036464, filed on April 27, 2022.)

Exhibit 1-1 ? AGILE THERAPEUTICS, INC. Shares of Common Stock (par value $0.0001 per share) Sales Agreement April 27, 2022 ? H.C. Wainwright & Co., LLC 430 Park Avenue New York, NY 10022 ? Ladies and Gentlemen: Agile Therapeutics, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with H.C. Wainwright & Co., LLC (the ?Agent?), as follows: 1.Issuance and Sale of

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

? ? 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 ? April 21, 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) (Commi

$12,841,000 Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5)? ?Registration No. 333-249273? PROSPECTUS SUPPLEMENT (To Prospectus dated October 14, 2020) $12,841,000 Common Stock ? We have entered into a common stock sales agreement, or the sales agreement, with H.C. Wainwright & Co., LLC, or Wainwright, relating to shares of our common stock. In accordance with the terms of the sales agreement, we may offe

Financial Statements and Exhibits, Other Events

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 April 25, 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

Regulation FD Disclosure, Financial Statements and Exhibits

? ? 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 ? April 14, 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) (Commi

Agile Therapeutics Announces First Quarter 2022 Prescription Data for Twirla® 29% increase in Twirla cycles 27% increase in total prescriptions (TRx) of Twirla

Exhibit 99.1 ? ? Agile Therapeutics Announces First Quarter 2022 Prescription Data for Twirla? ? 29% increase in Twirla cycles 27% increase in total prescriptions (TRx) of Twirla ? PRINCETON, N.J., April 14, 2022 (GLOBE NEWSWIRE) ? Agile Therapeutics, Inc. (Nasdaq: AGRX), a women's healthcare company, today announced Twirla prescription data for the first quarter 2022. ? During the first quarter 2

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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 ? March 30, 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) (Commi

Fourth Amendment to Project Agreement, dated September 1, 2021, by and between Agile Therapeutics, Inc. and inVentiv Commercial Services, LLC. (Incorporated by reference, Exhibit 10.24 to Company’s Annual Report on Form 10-K, file number 001-36464, filed on March 30, 2022.)

Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats as private and confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.