Agile Therapeutics,Inc. (NASDAQ:AGRX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On March4, 2019, Agile Therapeutics,Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with Perceptive Advisors, LLC (the “Investor”), to which the Company anticipated issuing and selling 8,426,750 shares (the “Shares”) of unregistered common stock, par value $0.0001 per share, of the Company (the “Common Stock”), at a price of $0.93 per share, which is at least equal to the lower of (i)the closing price per share of Common Stock (as reflected on Nasdaq.com) as of the close of the trading day immediately prior to the execution of the Purchase Agreement; or (ii)the average closing price per share of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately prior to the execution of the Purchase Agreement (the “Offering”).

The Offering closed on March4, 2019. The Offering raised gross proceeds to the Company in the amount of approximately $7.8 million and net proceeds to the Company in the amount of approximately $7.8 million, which is after deducting estimated expenses payable by the Company.

The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements. The issuance of the securities in this transaction was exempt from registration under Section4(a)(2)of the Securities Act and Rule506 of Regulation D, as promulgated thereunder, as the Offering does not involve a public offering of the Company’s shares and the Investor represented itself to be an “accredited investor” within the meaning of Rule501 of Regulation D or a “qualified institutional buyer” within the meaning of Rule144A under the Securities Act.

The foregoing is a summary of the terms of the Purchase Agreement and does not purport to be complete. This summary is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit10.1 and which is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 3.02.

Item 8.01 Other Events.

On March4, 2019, the Company issued a press release announcing the Offering. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form8-K.