AGRX Agile Therapeutics Inc

On February 21, 2020, Agile Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC, William Blair & Company, L.L.C. and Oppenheimer & Co. Inc., as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of 15,000,000 shares (the “Shares”) of the Company’s common stock to the Underwriters (the “Offering”).  The Shares were sold at a price to the public of $3.00 per Share and were purchased by the Underwriters from the Company at a price of $2.82 per Share. The Company also granted the Underwriters a 30-day option to purchase up to 2,250,000 additional shares of its common stock. The net proceeds to the Company from the Offering, excluding any exercise by the Underwriters of their 30-day option to purchase additional shares, are expected to be approximately $42.1 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Offering is expected to close on or about February 25, 2020, subject to the satisfaction of customary closing conditions. The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to the Underwriting Agreement.

The Offering is being made by means of a written prospectus forming part of a shelf registration statement on Form S-3 (Registration Statement No. 333-228149), previously filed by the Company with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on November 14, 2018, and a related prospectus supplement. The Underwriting Agreement is attached as Exhibit 1.1 hereto, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Morgan, Lewis and Bockius LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto.

On February 20, 2020, the Company issued a press release announcing that it had commenced the Offering. On February 21, 2020, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.

Neither the disclosures on this Form 8-K nor the attached press releases shall constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.