Securities Registration: Employee Benefit Plan (s-8)
March 18 2021 - 7:31AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 18, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AGILE
THERAPEUTICS, INC.
(Exact name
of registrant as specified in its charter)
Delaware
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23-2936302
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(State or other jurisdiction
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(IRS Employer Identification
No.)
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of incorporation or
organization)
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101 Poor Farm Road
Princeton, New Jersey 08540
(Address of
principal executive offices) (Zip Code)
Agile Therapeutics, Inc.
Amended and Restated 2014 Incentive Compensation Plan
(Full
title of the plan)
Alfred
Altomari
Chairman
and Chief Executive Officer
Agile Therapeutics, Inc.
101 Poor
Farm Road
Princeton,
New Jersey 08540
(Name and
address of agent for service)
(609) 683-1880
(Telephone
number, including area code, of agent for service)
Copies
to:
Steven
M. Cohen
Bryan S.
Keighery
Morgan,
Lewis & Bockius LLP
502 Carnegie
Center
Princeton,
New Jersey 08540
Telephone:
(609) 919-6600
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
¨
Large
accelerated filer
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¨
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Accelerated
filer
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¨
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Non-accelerated
filer
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x
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Smaller
reporting company
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x
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Emerging
growth company
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¨
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ¨
CALCULATION
OF REGISTRATION FEE
Title
of Securities to be Registered (1)
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Amount
to be
Registered(2)
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Proposed
Maximum
Offering Price
Per Share(3)
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Proposed
Maximum
Aggregate Offering
Price(3)
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Amount
of
Registration Fee
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Common
stock, $0.0001 par value per share, to be issued pursuant to the Registrant’s Amended and Restated 2014 Incentive Compensation
Plan
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3,600,000
shares
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$
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2.04
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$
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7,344,000
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$
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801.23
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(1)
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This
registration statement (the “Registration Statement”) covers shares of the
Registrant’s common stock, $0.0001 par value per share (“Common Stock”),
which are issuable pursuant to the Registrant’s Amended and Restated 2014 Incentive
Compensation Plan (the “Amended 2014 Plan”).
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(2)
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This
Registration Statement shall also cover any additional shares of Common Stock which become
issuable under the Amended 2014 Plan by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the Registrant’s receipt of consideration
which results in an increase in the number of the outstanding shares of Registrant’s
Common Stock.
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(3)
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Calculated
solely for purposes of this offering under Rules 457(c) and 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of the high and low
prices per share of Registrant’s Common Stock on March 16, 2021 as reported
by The Nasdaq Stock Market.
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PART II
Information Required in the Registration
Statement
This Registration Statement
relates to the registration of an additional 3,600,000 shares (the “Shares”) of the common stock, par value $0.0001
per share, of Agile Therapeutics, Inc. (the “Registrant”). The Shares are securities of the same class and relate
to the same employee benefit plan, the Amended and Restated 2014 Incentive Compensation Plan, as amended and restated on June 7,
2018, as those registered pursuant to the Registrant’s registration statements on Form S-8, previously filed with the
Securities and Exchange Commission (the “SEC”) on October 17, 2014, June 19, 2015, March 9, 2016, May 9, 2017, November 2, 2018, and August 2, 2019. In accordance with General Instruction E of Form S-8, the contents of
the Registrant’s registration statements on Form S-8 (File Nos. 333-199441, 333-205116, 333-210045, 333-217807, 333-228151,
and 333-232989) filed with the SEC on October 17, 2014, June 19, 2015, March 9, 2016, May 9, 2017, November 2, 2018, and August 2, 2019, respectively, are incorporated herein by reference and the information required by Part II
is omitted, except as supplemented by the information set forth below.
Item 8. Exhibits
A list of exhibits
filed herewith is contained in the Exhibit Index that immediately precedes the signature page hereto and is incorporated
herein by reference.
EXHIBIT INDEX
Exhibit Number
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Exhibit
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5.1
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Opinion and Consent of Morgan, Lewis & Bockius LLP.
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23.1
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Consent of Morgan, Lewis & Bockius LLP is contained in Exhibit 5.1.
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23.2
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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24
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Power of Attorney. Reference is made to page 3 of this Registration Statement.
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99.1
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Agile Therapeutics, Inc. 2014 Incentive Compensation Plan and form of Stock Option Agreement, form of Non-Employee Director Stock Option Agreement and form of Restricted Stock Unit Issuance Agreement thereunder. (Incorporated by reference, Exhibit 10.4 to Registrant’s Third Amendment of Registration Statement on Form S-1, file number 333-194621, filed on May 9, 2014.)
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99.2
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Agile Therapeutics, Inc. Amended and Restated 2014 Incentive Compensation Plan (Incorporated by reference, Appendix A to Registrant’s Proxy Statement pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, file number 001-18774738, filed on April 25, 2018.)
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey on this 18th day of March, 2021.
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AGILE
THERAPEUTICS, INC.
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By:
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/s/ ALFRED ALTOMARI
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Alfred Altomari
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Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose
signature appears below constitutes and appoints Alfred Altomari and Dennis P. Reilly, and each of them, as such person’s
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
Signature
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Title
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Date
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/s/ ALFRED ALTOMARI
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Chief Executive Officer and Director (Principal
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March 18, 2021
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Alfred Altomari
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Executive Officer)
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/s/ DENNIS P. REILLY
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Chief Financial Officer (Principal Financial Officer)
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March 18, 2021
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Dennis P. Reilly
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/s/ JASON BUTCH
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Principal Accounting Officer
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March 18, 2021
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Jason Butch
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/s/ SHARON BARBARI
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Director
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March 18, 2021
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Sharon Barbari
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Signature
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Title
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Date
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/s/ SANDRA CARSON
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Director
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March 18, 2021
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Sandra Carson
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/s/ SETH H.Z. FISCHER
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Director
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March 18, 2021
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Seth H.Z. Fischer
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/s/ JOHN HUBBARD
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Director
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March 18,
2021
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John Hubbard, Ph.D
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/s/ AJIT S. SHETTY
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Director
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March 18, 2021
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Ajit S. Shetty, Ph.D.
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/s/ JAMES TURSI
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Director
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March 18, 2021
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James Tursi, M.D.
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