Agile Therapeutics Announces Exercise of Warrants for $4.8 Million Gross Proceeds
February 22 2024 - 9:01AM
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 of
3,892,572 shares of common stock of the Company originally issued
in July 2022 and May 2023, having an exercise price of $3.69 per
share, at a reduced exercise price of $1.25 per share. The shares
of common stock issuable upon exercise of the warrants are
registered pursuant to effective registration statements on Form
S-1 (File Nos. 333-271249 and 333-264960) and Form S-1MEF (File No.
333-265959). The gross proceeds to the Company from the exercise of
the warrants are expected to be approximately $4.8 million, prior
to deducting placement agent fees and estimated offering expenses.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
In consideration for the immediate exercise of the warrants for
cash, the Company will issue new unregistered warrants to purchase
shares of common stock. The new warrants will be exercisable for an
aggregate of up to 7,785,144 shares of common stock, at an exercise
price of $1.00 per share and will be immediately exercisable upon
issuance. 3,992,572 of the new warrants will have a term of five
years from the issuance date and 3,792,572 of the new warrants will
have a term of eighteen months from the issuance date.
The offering is expected to close on or about February 26, 2024,
subject to satisfaction of customary closing conditions. The
Company intends to use the net proceeds from the offering for
working capital and general corporate purposes.
The new warrants described above were offered in a private
placement pursuant to an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended (the “1933
Act”) and, along with the shares of common stock issuable upon
their exercise, have not been registered under the 1933 Act, and
may not be offered or sold in the United States absent registration
with the Securities and Exchange Commission (“SEC”) or an
applicable exemption from such registration requirements. The
Company has agreed to file a registration statement with the SEC
covering the resale of the shares of common stock issuable upon
exercise of the new warrants.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction.
About Agile
Therapeutics, Inc.Agile
Therapeutics is a women's healthcare company dedicated to
fulfilling the unmet health needs of today’s women. Our product and
product candidates are designed to provide women with contraceptive
options that offer freedom from taking a daily pill, without
committing to a longer-acting method. Our initial product, Twirla®,
(levonorgestrel and ethinyl estradiol), a transdermal system, is a
non-daily prescription contraceptive. Twirla is based on our
proprietary transdermal patch technology, called Skinfusion®, which
is designed to allow drug delivery through the skin. For more
information, please visit the company website at
www.agiletherapeutics.com. The Company may
occasionally disseminate material, nonpublic information on the
Company’s website, Twitter account (@agilether), and LinkedIn
account.
Forward-Looking
StatementsCertain information contained in this
press release 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 “predicts,” “believes,”
“potential,” “continue,” “anticipates,” “estimates,” “expects,”
“plans,” “intends,” “may,” “could,” “might,” “likely,” “will,”
“should” or other words that convey uncertainty of the future
events or outcomes to identify these forward-looking statements.
Our forward-looking statements are based on current beliefs and
expectations of our management team that involve risks, potential
changes in circumstances, assumptions, and uncertainties, including
statements regarding consummation of the offering, the satisfaction
of closing conditions, our expected net proceeds and use of
proceeds. Any or all of the forward-looking statements may turn out
to be wrong or be affected by inaccurate assumptions we might make
or by known or unknown risks and uncertainties. These
forward-looking statements are subject to risks and uncertainties
including risks related to our ability to raise enough capital to
fund our operations in the near term and long term, including our
ability to obtain funding through public or private equity
offerings, debt financings or other sources, on terms acceptable to
us or at all, our ability to come into compliance with the Nasdaq
Capital Market listing requirements, our ability to satisfy closing
conditions applicable to the offering, the other risks set forth in
our filings with the U.S. Securities and Exchange Commission,
including For a more detailed description of the risks and
uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks
relating to our business in general, please refer to our Annual
Report on Form 10-K and our Quarterly Reports on Form 10-Q. You are
cautioned not to place undue reliance on these forward-looking
statements, which are made only as of the date of this press
release. We undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or
circumstance.
Contact:Matt RileyHead of Investor Relations
& Corporate
Communicationsmriley@agiletherapeutics.com
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