Amended Statement of Beneficial Ownership (sc 13d/a)
October 01 2020 - 04:26PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Agile Therapeutics,
Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00847L 10 0
(CUSIP Number)
Pasquale DeAngelis
ProQuest Investments
4657 York Road, #406
Buckingham, PA 18912
(609) 319-2929
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 18, 2020
(Date of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
|
CUSIP
No. 00847L 10 0 |
13D |
Page
2 of 10
Pages |
|
1. |
NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest Investments
III,
L.P. 20-0992411
|
|
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
¨ |
|
(b) |
x |
|
3. |
SEC USE ONLY
|
|
4. |
SOURCE OF FUNDS
WC
|
|
5. |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) |
o |
|
6. |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0
|
|
8. |
SHARED VOTING POWER
2,589,586
|
|
9. |
SOLE DISPOSITIVE
POWER
0
|
|
10. |
SHARED DISPOSITIVE
POWER
2,589,586
|
|
11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,589,586
|
|
12. |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
o |
|
13. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
2.9%
|
|
14. |
TYPE OF REPORTING
PERSON
PN
|
| |
|
|
|
|
|
|
CUSIP
No. 00847L 10 0 |
13D |
Page
3 of 10
Pages |
|
1. |
NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest Associates III
LLC 20-0992451
|
|
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
¨ |
|
(b) |
x |
|
3. |
SEC USE ONLY
|
|
4. |
SOURCE OF FUNDS
AF
|
|
5. |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) |
o |
|
6. |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0
|
|
8. |
SHARED VOTING POWER
2,589,586
|
|
9. |
SOLE DISPOSITIVE
POWER
0
|
|
10. |
SHARED DISPOSITIVE
POWER
2,589,586
|
|
11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,589,586
|
|
12. |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
o |
|
13. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
2.9%
|
|
14. |
TYPE OF REPORTING
PERSON
OO
|
| |
|
|
|
|
|
|
CUSIP
No. 00847L 10 0 |
13D |
Page
4 of 10
Pages |
|
1. |
NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest Investments IV,
L.P. 20-5935001
|
|
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
¨ |
|
(b) |
x |
|
3. |
SEC USE ONLY
|
|
4. |
SOURCE OF FUNDS
WC
|
|
5. |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) |
o |
|
6. |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0
|
|
8. |
SHARED VOTING POWER
1,630,314
|
|
9. |
SOLE DISPOSITIVE
POWER
0
|
|
10. |
SHARED DISPOSITIVE
POWER
1,630,314
|
|
11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,630,314
|
|
12. |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
o |
|
13. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
|
14. |
TYPE OF REPORTING
PERSON
PN
|
| |
|
|
|
|
|
|
CUSIP
No. 00847L 10 0 |
13D |
Page
5 of 10
Pages |
|
1. |
NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
ProQuest Associates IV
LLC 20-5934968
|
|
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
¨ |
|
(b) |
x |
|
3. |
SEC USE ONLY
|
|
4. |
SOURCE OF FUNDS
AF
|
|
5. |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) |
o |
|
6. |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0
|
|
8. |
SHARED VOTING POWER
1,630,314
|
|
9. |
SOLE DISPOSITIVE
POWER
0
|
|
10. |
SHARED DISPOSITIVE
POWER
1,630,314
|
|
11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,630,314
|
|
12. |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
o |
|
13. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
|
14. |
TYPE OF REPORTING
PERSON
OO
|
| |
|
|
|
|
|
|
CUSIP
No. 00847L 10 0 |
13D |
Page
6 of 10
Pages |
|
1. |
NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jay Moorin
|
|
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
¨ |
|
(b) |
x |
|
3. |
SEC USE ONLY
|
|
4. |
SOURCE OF FUNDS
AF
|
|
5. |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) |
o |
|
6. |
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0
|
|
8. |
SHARED VOTING POWER
4,219,900
|
|
9. |
SOLE DISPOSITIVE
POWER
0
|
|
10. |
SHARED DISPOSITIVE
POWER
4,219,900
|
|
11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,219,900
|
|
12. |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
o |
|
13. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
4.8%
|
|
14. |
TYPE OF REPORTING
PERSON
IN
|
| |
|
|
|
|
|
|
CUSIP
No. 00847L 10 0 |
13D |
Page
7 of 10
Pages |
|
1. |
NAMES OF REPORTING
PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Alain Schreiber
|
|
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
¨ |
|
(b) |
x |
|
3. |
SEC USE ONLY
|
|
4. |
SOURCE OF FUNDS
AF
|
|
5. |
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) |
o |
|
6. |
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States Resident
Alien
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0
|
|
8. |
SHARED VOTING POWER
4,219,900
|
|
9. |
SOLE DISPOSITIVE
POWER
0
|
|
10. |
SHARED DISPOSITIVE
POWER
4,219,900
|
|
11. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,219,900
|
|
12. |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
o |
|
13. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
4.8%
|
|
14. |
TYPE OF REPORTING
PERSON
IN
|
| |
|
|
|
|
|
|
CUSIP
No. 00847L 10 0 |
13D |
Page
8 of 10
Pages |
Item 4. Purpose of Transaction.
The Reporting Persons have determined to divest certain shares of
Common Stock through sales of such shares on the open market.
The Reporting Persons do not at the present time have any plans or
proposals which relate to or would result in:
|
|
(a) |
The
acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer, except the
acquisition of Common Stock that may be acquired by, directly or
upon the exercise of stock options granted to, an affiliate of the
Reporting Persons as compensation for service as a member of the
Issuer’s board of directors; |
|
|
(b) |
An
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; |
|
|
(c) |
A
sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries; |
|
|
(d) |
Any
change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
Board; |
|
|
(e) |
Any
material change in the present capitalization or dividend policy of
the Issuer; |
|
|
(f) |
Any
other material change in the Issuer’s business or corporate
structure; |
|
|
(g) |
Changes
in the Issuer’s Certificate of Incorporation, by-laws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; |
|
|
(h) |
Causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; |
|
|
(i) |
A
class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or |
|
|
(j) |
Any
action similar to any of those enumerated above. |
Item
5. Interest in Securities of the Issuer.
(a)-(b) As
of the date hereof and as more fully described in Item 3, the
Reporting Persons may be deemed to be the direct and indirect
beneficial owners of an aggregate of 4,219,900 shares of Common
Stock over all of which securities they have shared voting and
shared dispositive power.
The 4,219,900 shares of Common Stock beneficially owned by the
Reporting Persons as of the date hereof represent 4.8% of the
issued and outstanding shares of Common Stock based on 87,297,605
shares of Common Stock outstanding as of August 7, 2020 based on
information set forth by the Issuer in its Quarterly Report on Form
10-Q for the quarter ended June 30, 2020. Of such 4,219,900 shares,
2,589,586, or 2.9%, are beneficially owned by each of Investments
III and Associates III; 1,630,314 or 1.9%, are beneficially owned
by each of Investments IV and Associates IV; and 4,219,900, or
4.8%, are beneficially owned by each of Moorin and Schreiber.
|
CUSIP
No. 00847L 10 0 |
13D |
Page
9 of 10
Pages |
(c) Except for the open
market sales set forth below, there have been no transaction in the
securities of the Issuer by any of the Reporting Persons during the
past sixty days:
|
Date |
Reporting
Person |
Security |
Amount
Disposed |
Price
per share |
|
9/14/20 |
Investments
IV |
Common
Stock |
31,222 |
$3.81 |
|
9/15/20 |
Investments
IV |
Common
Stock |
33,249 |
$3.79 |
|
9/16/20 |
Investments
IV |
Common
Stock |
83,751 |
$3.77 |
|
9/17/20 |
Investments
IV |
Common
Stock |
36,665 |
$3.69 |
|
9/18/20 |
Investments
IV |
Common
Stock |
143,284 |
$3.77 |
|
9/21/20 |
Investments
IV |
Common
Stock |
390 |
$3.78 |
|
9/14/20 |
Investments
III |
Common
Stock |
48,834 |
$3.81 |
|
9/15/20 |
Investments
III |
Common
Stock |
52,005 |
$3.79 |
|
9/16/20 |
Investments
III |
Common
Stock |
130,995 |
$3.77 |
|
9/17/20 |
Investments
III |
Common
Stock |
57,348 |
$3.69 |
|
9/18/20 |
Investments
III |
Common
Stock |
224,110 |
$3.77 |
|
9/21/20 |
Investments
III |
Common
Stock |
610 |
$3.78 |
(e) On September 18, 2020,
the Reporting Persons ceased to be beneficial owners of more than
5% of the Common Stock.
|
CUSIP
No. 00847L 10 0 |
13D |
Page
10 of 10
Pages |
Signatures
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certify that the information set
forth in this statement is true, complete and correct.
| DATED: October 1,
2020 |
|
| |
/s/ Pasquale
DeAngelis |
| |
Pasquale
DeAngelis, as a member of ProQuest Associates III LLC and on behalf
of ProQuest Investments III, L.P., and as a member of ProQuest
Associates IV LLC and on behalf of ProQuest Investments IV,
L.P. |
| |
|
| |
* |
| |
Jay
Moorin, individually |
| |
|
| |
* |
| |
Alain
Schreiber, individually |
| |
|
| *By: |
/s/
Pasquale DeAngelis |
|
| |
Pasquale
DeAngelis, Attorney-in-Fact |
|
