Item 1.01 Entry into a Material Definitive Agreement
On August 25, 2016, Agile Therapeutics, Inc. (the Company) entered into the First Amendment to
Loan and Security Agreement (the First Amendment) with Hercules Capital, Inc., formerly known as Hercules Technology Growth Capital, Inc., (Hercules) and the several banks and other financial institutions or entities from time to time parties to the loan agreement (collectively, the Lender), which amends certain terms of the Loan and Security Agreement, dated February 24, 2015, by and among the Company, Lender, and Hercules (the Loan Agreement).
The First Amendment extends the Companys option to draw down the second tranche of $8.5 million
(the Second Term Loan Advance) of the term loan facility provided under the Loan Agreement (the Term Loan) until March 31, 2017 (the Draw Period) and makes the Second Term Loan Advance during the Draw Period subject to the consent of Hercules, among other customary conditions. The First Amendment also extends the interest-only payments until January 31, 2017 in connection with the first tranche of $16.5 million of the Term Loan, which was funded to the Company on February 24, 2015 (the First Term Loan Advance, and together with the Second Term Loan Advance, the Term Loan Advances). The First Amendment also provides the Company the ability to extend further the interest-only payments for two successive periods as follows: (i) until April 30, 2017, subject to the Company successfully completing its clinical study of the AG200-15 product candidate, and the Company receiving data that supports the filing of a response to the U.S. Food and Drug Administrations complete response letter relating to the new drug application for AG200-15 filed by the Company (First Interest Only Period Extension), and (ii) until July 31, 2017, provided that (x) the Company has received the First Interest Only Period Extension and (y) the Company has received unrestricted and unencumbered gross cash proceeds in an aggregate amount greater than or equal to Forty Million Dollars ($40,000,000.00) from the issuance and sale by the Company of its equity securities (Second Interest Only Period Extension).
The First Amendment provides that the Term Loan will mature on December 1, 2018; provided, however, that if the First Interest Only Period Extension occurs on or prior to January 31, 2017, the Term Loan will mature on March 1, 2019; and provided further, however, that if both (a) the First Interest Only Period Extension occurs on or prior to January 31, 2017, and (b) the Second Interest Only Period Extension occurs on or prior to April 30, 2017, the Term Loan will mature on June 1, 2019.
The First Amendment also provides that as part of the extension of the interest-only period for the First Term Loan Advance, Hercules will return to the Company the principal payments of the First Term Loan Advance paid by the Company in July and August 2016 (collectively, the Prior Principal Payments), and the Prior Principal Payments will once again constitute outstanding Term Loan Advances under the Loan Agreement.
All other material terms of the Loan Agreement remain unchanged by the First Amendment.
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