SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed, on February 10, 2020, the Company entered into a Credit Agreement and Guaranty with Perceptive Credit Holdings III, LP, a related party (“Perceptive”), for a senior secured term loan credit facility of up to $35.0 million (the “Perceptive Credit Agreement”). A first tranche of $5.0 million was funded on execution of the Perceptive Credit Agreement. A second tranche of $15.0 million was funded as a result of the approval of Twirla by the FDA. Another $15.0 million tranche was potentially available to the Company based on the achievement of a revenue milestone by December 31, 2021. The Company did not achieve that milestone and that tranche is no longer available. The Perceptive Credit Agreement was subsequently amended on February 26, 2021 and January 7, 2022.
On March 10, 2022, the Company and Perceptive entered into a third amendment to the Perceptive Credit Agreement, as amended (the “Third Amendment”). The Third Amendment waived the Company’s obligations to (1) comply with certain financial covenants relating to minimum revenue requirements through September 30, 2022, conditioned upon the satisfaction of certain conditions, including the Company raising additional capital and prepaying a portion of its outstanding debt by April 30, 2022 and (2) file financial statements along with its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 that are not subject to any “going concern” qualification.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Waiver and Third Amendment to Credit Agreement and Guaranty among Agile Therapeutics, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto and Perceptive Credit Holdings III, LP, dated as of March 10, 2022.
Cover Page Interactive Data File (Embedded within the Inline XBRL Document).
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Agile Therapeutics, Inc.
Dated: March 11, 2022
/s/ Alfred Altomari
President and Chief Executive Officer
Waiver and Third Amendment to Credit Agreement and Guaranty
This Waiver and Third Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of March 10, 2022 (the “Third Amendment Effective Date”), by and among Agile Therapeutics, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (each a “Lender” and collectively, the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as a lender and as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
A.The Lenders have extended credit to the Borrower on the terms and conditions set forth in that certain Credit Agreement and Guaranty, dated as of February 10, 2020 (as amended by that certain Waiver and First Amendment to Credit Agreement and Guaranty dated as of February 26, 2021 and that certain Waiver and Second Amendment to Credit Agreement and Guaranty dated as of January 7, 2022, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Agreement, the “Credit Agreement”).
B. Pursuant to Section 8.01(b) of the Credit Agreement, the Borrower is required to deliver annual financial statements that are not subject to any “‘going concern’ or like qualification or exception” (the “Going Concern Requirement”).
C. The Borrower has advised the Administrative Agent that it will not be able to deliver financial statements for the year-ending December 31, 2021 that satisfy the Going Concern Requirement (the “Specified Obligation”).
D. The Borrower has requested that the Administrative Agent and the Lenders agree to waive the Specified Obligation.
E. The Administrative Agent and the Lenders are willing to grant such waiver in accordance with and subject to the terms and conditions of this Agreement.
G. The parties hereto agree to amend the Existing Credit Agreement pursuant to the terms of this Agreement.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
AGILE THERAPEUTICS, INC., as Borrower
/s/ Alfred Altomari
Name: Alfred Altomari
Title: Chairman and Chief Executive Officer
PERCEPTIVE CREDIT HOLDINGS III, LP,
as Agent and Lender
By: Perceptive Credit Opportunities GP, LLC, its general partner
/s/ Sandeep Dixit
Name: Sandeep Dixit
Title: Chief Credit Officer
/s/ Sam Chawla
Name: Sam Chawla
Title: Portfolio Manager
Marked Credit Agreement
Conformed Credit Agreement