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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

AGILE THERAPEUTICS, INC.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check all boxes that apply):

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION—

DATED JULY 12, 2024

AGILE THERAPEUTICS, INC.

500 College Road East, Suite 310

Princeton, New Jersey 08540

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

, 2024

Dear Fellow Stockholders:

You are cordially invited to attend a special meeting of the stockholders of Agile Therapeutics, Inc., a Delaware corporation (“Agile,” the “Company,” “we,” “us” or “our”), to be held virtually on , 2024, at Eastern Time (including any adjournments or postponements thereof, the “Special Meeting”). Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/AGRX2024SM and using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting.

We have entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of June 25, 2024, with Insud Pharma, S.L., a Spanish company (“Insud”), and Exeltis Project, Inc., a Delaware corporation and indirect, wholly owned subsidiary of Insud (“Merger Sub”). Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Agile, with Agile surviving the merger as an indirect, wholly owned subsidiary of Insud (the “Merger”).

If the Merger is consummated, you will be entitled to receive $1.52 in cash, without interest, for each share of Company Common Stock that you own (unless you have properly exercised appraisal rights, including by not voting in favor of the Merger Proposal). Such merger consideration represents a premium of approximately 356% over the closing price of the shares of Company Common Stock of $0.33 on June 25, 2024, the last trading day before the public announcement that Agile entered into the Merger Agreement.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement (the “Merger Proposal”). The affirmative vote of the holders of a majority of the outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”), issued and outstanding as of the close of business on , 2024 (the “Record Date”) is required to approve the Merger Proposal. At the Special Meeting, you also will be asked to consider and vote on a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the Merger (the “Advisory Compensation Proposal”). The affirmative vote of the holders of a majority of the shares of Company Common Stock present or represented by proxy at the Special Meeting is required to approve the Advisory Compensation Proposal. Finally, at the Special Meeting, you will be asked to consider and vote on a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes or by proxy to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”). The affirmative vote of the holders of a majority of the shares of Company Common Stock present or represented by proxy at the Special Meeting is required to approve the Adjournment Proposal.

The Board of Directors of Agile (the “Board”), after considering the factors more fully described in the enclosed proxy statement, has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Agile and the holders of shares of Company Common Stock, (ii) adopted, approved and declared advisable the Merger

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Agreement and the transactions contemplated thereby, including the Merger, in accordance with the General Corporation Law of the State of Delaware, and approved the execution and performance by Agile of the Merger Agreement and the consummation by Agile of the transactions contemplated thereby, including the Merger, and (iii) resolved to recommend that holders of shares of Company Common Stock vote to approve the adoption of the Merger Agreement. The Board unanimously recommends that holders of shares of Company Common Stock vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the proxy statement, and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain more information about Agile from documents we file with the Securities and Exchange Commission from time to time.

Whether or not you plan to attend the Special Meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage prepaid envelope or grant your proxy electronically over the Internet or by telephone. Only your last-dated proxy will be counted, and any proxy may be revoked prior to its exercise at the Special Meeting. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

Your vote is very important, regardless of the number of shares of Company Common Stock that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock as of the Record Date.

If you have questions or need assistance voting your shares of Company Common Stock, please contact:

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On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Very truly yours,

Al Altomari

Chairperson and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. This proxy statement is dated , 2024 and, together with the enclosed form of proxy card, is first being mailed to stockholders on or about , 2024.

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION—

DATED JULY 12, 2024

AGILE THERAPEUTICS, INC.

500 College Road East, Suite 310

Princeton, New Jersey 08540

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON , 2024

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Agile Therapeutics, Inc., a Delaware corporation (“Agile,” the “Company,” “we,” “us” or “our”), will be held virtually via live webcast at www.virtualshareholdermeeting.com/AGRX2024SM on , 2024 at Eastern Time (including any adjournments or postponements thereof, the “Special Meeting”). The Special Meeting is being held for the following purposes:

Only Agile stockholders of record as of the close of business on , 2024 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof.

The Board unanimously recommends that you vote:

1. “FOR” the Merger Proposal;

2. “FOR” the Advisory Compensation Proposal; and

3. “FOR” the Adjournment Proposal.

Your vote is very important, regardless of the number of shares of Agile common stock, par value $0.0001 per share (“Company Common Stock”), that you own. Whether or not you plan to attend the Special Meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you fail to return your proxy card, grant

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your proxy electronically over the Internet or by telephone or attend the Special Meeting, your shares of Company Common Stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal.

Under Delaware law, stockholders and beneficial owners who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their issued and outstanding shares of Company Common Stock as determined by the Delaware Court of Chancery if the Merger is consummated, but only if they submit a written demand for such an appraisal to Agile before the vote on the Merger Proposal and comply with the other Delaware law procedures explained in the accompanying proxy statement.

By Order of the Board of Directors,

Al Altomari

Chairperson and Chief Executive Officer

Princeton, New Jersey

, 2024

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YOUR VOTE IS VERY IMPORTANT!

Whether or not you plan to attend the Special Meeting, please submit your proxy as soon as possible, whether over the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail in the prepaid reply envelope. You may revoke your proxy or change your vote before it is voted at the Special Meeting.

If your shares of Company Common Stock are held in the name of a bank, broker or other nominee, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If your shares of Company Common Stock are registered directly in your name, voting electronically at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares of Company Common Stock through a bank, broker or other nominee and do not have a 16 digit control number, you must obtain a “legal proxy” in order to vote at the Special Meeting.

If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or vote by virtual ballot at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its annexes, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or require assistance in submitting your proxy or voting your shares of Company Common Stock, please contact our proxy solicitor by using the contact information provided below:

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Special Meeting, the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. Please refer to the “Summary” beginning on page  14 of this proxy statement and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference or referred to in this proxy statement, which you should read carefully and in their entirety.

Except as otherwise specifically noted in this proxy statement or as the context otherwise requires, “Agile,” “we,” “our,” “us,” the “Company” and similar words in this proxy statement refer to Agile Therapeutics, Inc. Throughout this proxy statement, we refer to Insud Pharma, S.L., a Spanish company, as “Insud” and Exeltis Project, Inc., a Delaware corporation and indirect, wholly owned subsidiary of Insud, as “Merger Sub.” In addition, throughout this proxy statement, we refer to: (1) the Agreement and Plan of Merger, dated as of June 25, 2024, as it may be amended from time to time, by and among Insud, Merger Sub and Agile, as the “Merger Agreement”; (2) the merger of Merger Sub with and into Agile, with Agile surviving as an indirect, wholly owned subsidiary of Insud as the “Merger”; (3) shares of our common stock, par value $0.0001 per share, as the “Company Common Stock”; (4) the holders of shares of Company Common Stock as the “Stockholders”; and (5) the special meeting of Stockholders described in this proxy statement, including any adjournments or postponements thereof, as the “Special Meeting”. Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.

Q:Why am I receiving these proxy materials?

Q:What is the proposed transaction?

Q:What will holders of shares of Company Common Stock receive if the Merger is consummated?

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Pursuant to Agile’s amended and restated bylaws, the only business that will be transacted at the Special Meeting is the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, as stated in the accompanying notice of the Special Meeting.

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Merger Proposal, the Board consulted with our senior management, as well as our legal and financial advisors, and considered the terms of the proposed Merger Agreement and the transactions contemplated thereby, including the Merger, as well as other alternatives, including, among other things, the Company’s ability to continue as a going concern. For a more detailed description of these factors, see “The Merger—Recommendation of the Agile Board of Directors and Reasons for the Merger” beginning on page 49 of this proxy statement.

The Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

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telephone, so that your shares of Company Common Stock can be voted at the Special Meeting. If you hold your shares of Company Common Stock in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your shares of Company Common Stock. Please do not send your stock certificates with your proxy card.

Internet - Stockholders of record with Internet access may submit proxies by following the “Vote by Internet” until 11:59 p.m., Eastern Time, on , 2024 by following the instructions at www.proxyvote.com. Most of our Stockholders who hold shares beneficially in street name may vote by accessing the website specified in the voting instructions provided by their brokers, trustees or nominees. A large number of banks and brokerage firms are participating in the Broadridge Financial Solutions, Inc. (“Broadridge”) online program. This program provides eligible Stockholders the opportunity to vote over the Internet or by telephone. Voting forms will provide instructions for Stockholders whose bank or brokerage firm is participating in the Broadridge program.

Telephone - Depending on how your shares are held, you may be able to vote by telephone. If this option is available to you, you will have received information with the proxy card explaining this procedure.

Mail - If you are a record holder (i.e., you own your shares directly and not through a broker), you may request a proxy card from us on which you can indicate your vote by completing, signing and dating the card where indicated and by returning it in the prepaid envelope that will be included with the proxy card. If you hold your shares in street name, the voting instructions provided by your broker, trustee or nominee will indicate how you may vote by mail.

If your shares of Company Common Stock are held through a bank, broker or other nominee, you are considered the “beneficial owner” of such shares of Company Common Stock and are considered to hold them in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares of Company Common Stock, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares of Company Common Stock by following their instructions for voting. You are also invited to attend the Special Meeting and may vote via the Special Meeting website using the 16 digit control number included in your proxy materials. If you did not receive a 16 digit control number, you should follow the instructions from your bank, broker or other nominee, including any requirement to obtain a legal proxy.

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You should follow the procedures provided by your bank, broker or other nominee to instruct them, as applicable, to vote your shares of Company Common Stock. Without such instructions, your shares of Company Common Stock will not be voted at the Special Meeting. A failure to vote will have the same effect as if you voted “AGAINST” the Merger Proposal.

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Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Agile or by sending a written notice of revocation to Agile, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Agile before the Special Meeting.

Please note that if you hold your shares of Company Common Stock in “street name,” and you have instructed a bank, broker or other nominee to vote your shares of Company Common Stock, the above-described options for revoking your voting instructions do not apply, and instead you should contact your bank, broker or other nominee for instructions regarding how to change or revoke your vote.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Company Common Stock should be voted on a matter, the shares of Company Common Stock represented by your properly signed proxy will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

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If your shares are held through a bank, broker or other nominee and you do not properly instruct your bank, broker or other nominee how to vote your shares on any proposal to be brought before the Special Meeting, your bank, broker or other nominee matters will not be able to vote your shares on such proposal. We encourage you to provide instructions to your bank, broker or other nominee by carefully following the instructions provided to ensure that your shares are voted at the Special Meeting in accordance with your desires.

Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/AGRX2024SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We will offer live technical support for all Stockholders attending the meeting. Technical support phone numbers will be available on the virtual-only meeting platform at .

Even if you plan to attend the Special Meeting, we encourage you to complete, sign, date and return the enclosed proxy or grant a proxy electronically over the Internet or via telephone to ensure that your shares of Company Common Stock will be represented at the Special Meeting. If you hold your shares of Company Common Stock in “street name,” because you are not the stockholder of record, we encourage you to provide voting instructions to your bank, broker or other nominee.

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The Record Date for stockholders entitled to vote at the Special Meeting is earlier than the date the Merger is anticipated to be consummated. Accordingly, if you sell or transfer your shares of Company Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares of Company Common Stock, and each of you notifies Agile in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is consummated, to the person to whom you sell or transfer your shares of Company Common Stock, but you will have retained your right to vote these shares of Company Common Stock at the Special Meeting. Even if you sell or otherwise transfer your shares of Company Common Stock after the Record Date, we encourage you to complete, date, sign and return the enclosed proxy card or grant a proxy via the Internet or telephone.

We currently anticipate that the Merger will be consummated in the third quarter of 2024, assuming satisfaction or waiver of all of the conditions to the Merger. However, it is possible, including as a result of factors outside the control of Agile and Insud, that the Merger will be consummated at a later time or not at all.

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shares of Company Common Stock will cease trading on and no longer be quoted on the OTCQB and will be deregistered under the Exchange Act, and Agile will no longer be required to file periodic reports with the SEC.

Under specified circumstances, we may be required to pay Insud a termination fee of $1,260,000 and repay to Insud’s subsidiary Exeltis USA, Inc. (“Exeltis”) amounts outstanding under the Bridge Loan (as defined herein) upon the termination of the Merger Agreement as described under “The Merger Agreement—Termination Fee; Certain Expenses” beginning on page 101 of this proxy statement.

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Merger Consideration over the per share exercise price payable for such In the Money Option (the “Option Consideration”). At the Effective Time, each Agile stock option other than an In the Money Option that is then outstanding and unexercised will be cancelled with no consideration payable in respect thereof. Note that none of the Agile stock options currently outstanding are In the Money Options. Therefore, such Agile stock options will be cancelled with no consideration payable in respect thereof.

At the Effective Time, each Agile restricted stock unit award (each, a “Agile RSU”) that is outstanding immediately prior to the Effective Time will be cancelled and converted automatically into the right to receive a payment in cash (without interest and subject to any applicable withholding or other taxes required by applicable law), equal to the product of (1) the Merger Consideration multiplied by (2) the total number of shares of Company Common Stock subject to such Agile RSU immediately prior to the Effective Time (the “RSU Consideration”).

For additional information regarding the treatment of Agile equity awards, see “The Merger Agreement—Treatment of Equity Awards and the Stock Plans” beginning on page 83 of this proxy statement.

For additional information regarding Agile’s equity compensation and the Stock Plans, see “The Merger Agreement—Treatment of Equity Awards and the Stock Plans” beginning on page 83 of this proxy statement.

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or telephone with respect to) each proxy card and voting instruction card that you receive to ensure that all of your shares of Company Common Stock are voted.

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If your bank, broker or other nominee holds your shares of Company Common Stock, you should also call your bank, broker or other nominee for additional information.

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SUMMARY

This summary highlights selected information contained in this proxy statement, including with respect to the Merger and the Merger Agreement. This summary may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should read carefully this entire proxy statement, the annexes, including the Merger Agreement, and the documents we incorporate by reference into this proxy statement. You may obtain the documents and information incorporated by reference into this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 111 of this proxy statement. The Merger Agreement is attached as Annex A to this proxy statement and incorporated herein by reference.

The Companies (page 29)

Agile Therapeutics, Inc.

Agile is a Delaware corporation with its principal executive offices located at 500 College Road East, Suite 310, Princeton, NJ 08540, telephone number (609) 683-1880. Agile is a women’s healthcare company dedicated to fulfilling the unmet health needs of today’s women. Agile is committed to innovating in women’s healthcare where there continues to be unmet needs – not only in contraception – but also in other meaningful women’s health therapeutic areas. Agile is focused on its advancement as a commercial company and the growth of its first and only product, Twirla, a once-weekly prescriptions combination hormonal contraceptive patch. Twirla exposes patients to an estrogen dose consistent with commonly prescribed combined hormonal contraceptives, or CHCs, and is lower than the estrogen dose found in other marketed contraceptive patches. Agile believes there is a market need for a contraceptive patch that is designed to deliver hormonal exposure equivalent to 30 mcg of estrogen and 120 mcg of progestin in a convenient once-weekly dosage form that may support compliance in a noninvasive fashion. Twirla leverages Agile’s proprietary transdermal patch technology called Skinfusion®. Skinfusion is designed to allow drug delivery through the skin while promoting patch adhesion and patient comfort and wearability, which may help support compliance.

The shares of Company Common Stock are quoted on the OTCQB under the symbol “AGRX.” See “The Companies—Agile Therapeutics, Inc.” beginning on page 29 of this proxy statement.

Additional information about Agile is contained in certain of its public filings that are incorporated by reference into this proxy statement. See “Where You Can Find More Information” beginning on page 111 of this proxy statement.

Insud Pharma, S.L.

Insud is the holding company parent of a pharmaceutical group with more than 45 years of history and a presence in around 50 countries. Insud also has approximately 9,000 employees worldwide and 20 manufacturing plants.

Insud operates throughout different segments of the pharmaceutical industry, offering specialized knowledge in scientific research, development, manufacturing, and sales and marketing of a wide range of active pharmaceutical ingredients (APIs), finished dosage forms (FDFs), branded pharmaceutical products, and biopharmaceuticals.

Insud seeks to improve health throughout the world by providing accessible, effective, safe and quality pharmacological treatments through its different business units, with continuous investment in R&D and the latest technologies.

Exeltis Project, Inc.

Merger Sub is a Delaware corporation and indirect, wholly owned subsidiary of Insud that was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Prior to the effective time of the Merger, Merger Sub will have engaged in no other business activities and will have no assets, liabilities or obligations other than as expressly contemplated in connection with the transactions contemplated by the Merger Agreement and

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liabilities and obligations incidental to its formation and the transactions contemplated by the Merger Agreement or the maintenance of its existence.

The Special Meeting (page 30)

This proxy statement is being furnished to Stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held virtually on , 2024, at Eastern Time, or at any adjournment or postponement thereof. Stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/AGRX2024SM and by using the 16-digit control number included in their proxy materials. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting.

Shares of Company Common Stock held directly in your name as a stockholder of record may be voted at the Special Meeting via the Special Meeting website. Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website using the 16-digit control number included in your proxy materials. If you did not receive a 16-digit control number, you should follow the instructions from your bank, broker or other nominee, including any requirement to obtain a legal proxy.

At the Special Meeting, Stockholders of record as of the Record Date will be asked to vote on the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, each as further described below.

The Merger Proposal (page 104)

Stockholders will be asked to consider and vote upon the proposal to adopt the Merger Agreement. The Merger Agreement provides, among other things, that, upon the terms and subject to the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth therein, Merger Sub will be merged with and into Agile, with Agile surviving the Merger as an indirect, wholly owned subsidiary of Insud. At the Effective Time and as a result of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held by stockholders who have perfected their statutory rights of appraisal under Section 262 of the DGCL (the “Excluded Shares”)) will be cancelled and converted automatically into the right to receive $1.52 per shares in cash, without interest and less any applicable withholding tax.

Following the Merger, the shares of Company Common Stock will no longer be publicly quoted and traded on the OTCQB; the shares of Company Common Stock will be deregistered under the Exchange Act; Agile will no longer file periodic reports with the SEC; and existing Stockholders will cease to have any ownership interest in Agile.

Record Date; Shares Entitled to Vote; Quorum (page 30)

You are entitled to receive notice and to vote at the Special Meeting if you owned shares of Company Common Stock as of the close of business on , 2024, which is the Record Date for the Special Meeting. As of the Record Date, there were shares of Company Common Stock issued and outstanding and entitled to vote at the Special Meeting. A quorum of Stockholders is necessary to transact business at the Special Meeting. The presence at the Special Meeting, virtually or by proxy, of the holders of at least one-third of our issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting, will constitute a quorum at the Special Meeting and permit Agile to transact business at the Special Meeting.

Vote Required (page 31)

Each share of Company Common Stock issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Special Meeting.

Approval of the Merger Proposal requires the holders of a majority of the shares of Company Common Stock issued and outstanding as of the Record Date to vote “FOR” the Merger Proposal. A failure to vote your shares of Company Common Stock or an abstention from voting for the Merger Proposal will have the same effect as a vote

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“AGAINST” the Merger Proposal. If you hold your shares of Company Common Stock in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares of Company Common Stock on the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of the Advisory Compensation Proposal and Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Company Common Stock present virtually or represented by proxy at the Special Meeting. An abstention from voting for the Advisory Compensation Proposal or Adjournment Proposal will have the same effect as a vote “AGAINST” the Advisory Compensation Proposal and Adjournment Proposal. If you hold your shares of Company Common Stock in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares of Company Common Stock on the Advisory Compensation Proposal or Adjournment Proposal will have no effect on the outcome of these proposals. The vote on each of the Advisory Compensation Proposal and the Adjournment Proposal is a vote separate and apart from the vote to approve the Merger Proposal.

Recommendation of the Agile Board of Directors and Reasons for the Merger (page 49)

The Board recommends that the Stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. In its determinations and in reaching its recommendations, the Board held a number of meetings, consulted with Agile senior management and its outside legal and financial advisors, and considered a number of factors and a substantial amount of information. For a description of the factors considered by the Board in reaching this decision, including potentially negative factors against which the anticipated benefits of the Merger were weighed, and additional information on the recommendations of the Board, see the section of this proxy statement titled “The Merger—Recommendation of the Agile Board of Directors and Reasons for the Merger” beginning on page 49 of this proxy statement.

Opinion of H.C. Wainwright & Co., LLC (page 54)

Agile retained H.C. Wainwright & Co., LLC (“Wainwright”) as financial advisor in connection with the Merger. In connection with this engagement, the Board requested that Wainwright evaluate the fairness, from a financial point of view, to the holders of shares of Company Common Stock (other than the Excluded Shares and any shares of Company Common Stock held by any affiliate of Agile or Insud) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. On June 25, 2024, Wainwright rendered to the Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated June 25, 2024 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Wainwright in preparing its opinion, the Merger Consideration to be paid to the holders of shares of Company Common Stock (other than Excluded Shares) pursuant to the Merger Agreement (the “Common Stock Merger Consideration”), was fair, from a financial point of view, to such holders.

The full text of Wainwright’s written opinion, dated June 25, 2024, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Wainwright in preparing its opinion, is attached as Annex B and is incorporated herein by reference. Wainwright’s financial advisory services and opinion were provided for the information and assistance of the members of the Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Merger and Wainwright’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of shares of Company Common Stock (other than Excluded Shares and any shares of Company Common Stock held by any affiliate of Agile or Insud) of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Wainwright’s opinion did not address any other term or aspect of the Merger Agreement or the Merger and does not constitute a recommendation to any Company Stockholder or any other person as to how such Company Stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Merger or any other matter.

The full text of Wainwright’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Wainwright in preparing its opinion.

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Certain Effects of the Merger on Agile (page 37)

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will be merged with and into Agile, with Agile surviving as a wholly owned indirect subsidiary of Insud. Throughout this proxy statement, we use the term “Surviving Corporation” to refer to Agile as the surviving corporation following the Merger. If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation. The Effective Time will occur, if it occurs, upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later date and time as we and Insud may agree in writing and specify in such certificate of merger). Throughout this proxy statement, we use the term “Closing Date” to refer to the date on which the closing of the Merger occurs.

Effect on Agile if the Merger Is Not Consummated (page 37)

If the Merger Agreement is not adopted by the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote as of the Record Date or if the Merger is not consummated for any other reason, Stockholders will not receive any payment for their shares of Company Common Stock pursuant to the Merger Agreement. Instead, Agile will remain a public company, the shares of Company Common Stock will continue to be quoted and traded on the OTCQB and registered under the Exchange Act, and we will continue to file periodic reports with the SEC. Under specified circumstances, upon termination of the Merger Agreement, Agile may be required to pay Insud a termination fee and repay amounts outstanding under the Bridge Loan, as described under “The Merger Agreement— Termination Fee; Certain Expenses” beginning on page 101 of this proxy statement.

Furthermore, if the Merger is not consummated, depending on the circumstances that caused the Merger not to be consummated, the price of the shares of Company Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the shares of Company Common Stock would return to the price at which the shares of Company Common Stock trade as of the date of this proxy statement. The Company has serious concerns about its ability to continue as a going concern if the Merger is not approved. The Company currently has a net working capital deficiency, and if the Merger is not consummated, the Company may not be able to continue in the ordinary course and may need to seek bankruptcy protection.

Additionally, concurrently with the execution of the Merger Agreement, Insud made available to the Company a line of credit in a maximum aggregate principal amount of up to $8,000,000 (the “Commitment Amount” and such loan, the “Bridge Loan”) pursuant to a Revolving Promissory Note (the “Note”), issued by the Company, as borrower, in favor of Exeltis (a wholly owned subsidiary of Insud), which is secured by certain intellectual property assets and rights of the Company. In the event the Merger is not consummated in certain instances, Exeltis shall have the right to declare an ‘Event of Default’ under the Note and immediately declare any amounts outstanding under the Notes due and payable and Agile shall be obligated to repay any amounts outstanding under the Bride Loan. Since the Bridge Loan is secured by Agile’s intellectual property, if Agile cannot repay the Bridge Loan, Exeltis would have the right to foreclose on such collateral as recourse for the failure to pay. For further description of the terms and conditions of the Bridge Loan, see the section of this proxy statement titled “The Merger—Effect on Agile if the Merger is Not Consummated” beginning on page 37 of this proxy statement.

Merger Consideration (page 38)

At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be cancelled and cease to exist and will be converted automatically into the right to receive $1.52 per share in cash, without interest and subject to applicable withholding taxes.

After the Merger is consummated, holders of shares of Company Common Stock will no longer have any rights as an Agile stockholder as a result of the Merger, nor will they be entitled to receive any shares in Insud or the Surviving Corporation.

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Treatment of Company Warrants (page 84)

Prior to the execution of the Merger Agreement, the Majority Warrant Holders entered into an agreement with the Company to receive the Cash Payment from the Company following the Effective Time in exchange for the automatic termination and cancellation of their respective warrants. Pursuant to the Merger Agreement, the Company is obligated to use its best efforts (without requiring any incremental payment to the holder of any Company Warrant prior to the Closing Date) to cause each other holder of warrants to execute an agreement, in form and substance reasonably acceptable to Insud and substantially identical to the Warrant Cash-Out Agreement, providing for the termination and cancellation of such warrants in exchange for the payment by the Company of a cash payment specified therein to such holder following the Effective Time. In the event the holder of any Company Warrant does not enter into such a substantially identical cancellation agreement or elect to exercise its rights to settlement under any “Fundamental Transaction” provisions of the relevant Company Warrant (which is expected to be approximately equal to the cash payment proposed to be included in such substantially identical cancellation agreement) prior to the Closing Date or within 30 days thereafter, such Company Warrant will continue to be outstanding, but represent only the right to the difference (if any) between the applicable exercise price and the Common Stock Merger Consideration. For additional information regarding the treatment of Company Warrants, see “The Merger Agreement—Treatment of Company Warrants” beginning on page 84 of this proxy statement.

Treatment of Equity Awards and the Stock Plans (page 83)

None of the Agile stock options currently outstanding are In the Money Options. Therefore, such Agile stock options will be cancelled with no consideration payable in respect thereof.

At the Effective Time, each Agile RSU that is outstanding immediately prior to the Effective Time will be cancelled and converted automatically into the right to receive a payment in cash (without interest and subject to any applicable withholding or other taxes required by applicable law), equal to the RSU Consideration for such Agile RSU.

Under the Merger Agreement, as of the Effective Time, all Stock Plans and all outstanding equity and equity-based awards granted thereunder will terminate, and no further shares of Company Common Stock, Agile stock options, Agile RSUs, equity interests or other rights with respect to shares of stock of Agile will be granted under the Stock Plans. Promptly following June 25, 2024, Agile and the Board (or, if appropriate, any committee thereof) will adopt appropriate resolutions and take all other actions necessary, prior to the Effective Time, to effect the treatment of the Agile stock options, Agile RSUs, and Agile warrants and termination of the Stock Plans, as applicable, under the Merger Agreement.

Interests of the Directors and Executive Officers of Agile in the Merger (page 65)

Certain of Agile’s directors and executive officers may have financial interests in the Merger that are different from, or in addition to, the interests of stockholders of Agile generally. The Board was aware of these potential interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in reaching its decision to approve the Merger Agreement and the Merger, and to recommend that the Stockholders adopt the Merger Agreement. These interests include the following, among others:

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The interests of Agile’s directors and executive officers are described in more detail in the section titled “The Merger—Interests of the Directors and Executive Officers of Agile in the Merger” beginning on page 65 of this proxy statement.

Financing of the Merger (page 72)

The consummation of the Merger is not conditioned upon receipt of financing by Insud. Insud has represented in the Merger Agreement that it has access to, and will cause Merger Sub to have, at the closing of the Merger (the “Closing”) and the Effective Time, sufficient funds for the consummation of the Merger and other transactions contemplated by the Merger Agreement, including payment in cash of the aggregate consideration payable under the Merger Agreement, and to pay all related fees and expenses required to be paid by Insud and Merger Sub pursuant to the terms of the Merger Agreement.

Appraisal Rights (page 73)

Under Section 262 DGCL, stockholders who do not vote in favor of the adoption of the Merger Agreement are entitled to seek appraisal of the “fair value” of their shares of Company Common Stock as determined by the Delaware Court of Chancery but only if all procedures described in Section 262 are strictly complied with. This means that Agile stockholders (and beneficial owners) who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal and who follow the procedures set forth in Section 262 of the DGCL may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash for the fair value of their shares of Company Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of shares of Company Common Stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the consideration that they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their shares of Company Common Stock, following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their shares of Company Common Stock determined under Section 262 could be more than, the same as or less than the consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record of shares of Company Common Stock and a beneficial owner of shares of Company Common Stock who:

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will be entitled to receive the fair value of his, her or its shares of Company Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 of the DGCL is attached to this proxy statement as Annex C. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. For more information, please see the section entitled “The Merger—Appraisal Rights” beginning on page 73 of this proxy statement and Annex C.

Material U.S. Federal Income Tax Consequences of the Merger to Holders of Shares of Company Common Stock (page 78)

The receipt of cash for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. The receipt of cash by a U.S. Holder (as defined below under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger to Holders of Shares of Company Common Stock”) in exchange for such U.S. Holder’s shares of Company Common Stock in the Merger generally will result in such U.S. Holder’s recognition of gain or loss in an amount equal to the difference, if any, between the cash such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of Company Common Stock surrendered in the Merger. A Non-U.S. Holder (as defined below under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger to Holders of Shares of Company Common Stock” beginning on page 78 of this proxy statement) generally will not be subject to U.S. federal income tax with respect to the exchange of shares of Company Common Stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding. For more information, stockholders should refer to the discussion under “The Merger— Material U.S. Federal Income Tax Consequences of the Merger to Holders of Shares of Company Common Stock” beginning on page 78 of this proxy statement and consult their tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction or other tax laws.

No Solicitation of Acquisition Proposals (page 93)

During the period from June 25, 2024 until the earlier of the Effective Time and the valid termination of the Merger Agreement (the “Pre-Closing Period”), Agile may not, and may not authorize or knowingly permit its representatives to, directly or indirectly (other than with respect to Insud or Merger Sub):

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However, if before obtaining approval of the Merger Proposal by the Stockholders, Agile or any of its representatives has received an unsolicited bona fide written Acquisition Proposal made by a third party after June 25, 2024 and prior to obtaining such approval, which Acquisition Proposal did not result from a breach of Agile’s obligations under the non-solicit provisions of the Merger Agreement, and the Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal (as described under “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Company Acquisition Proposals; Board Recommendation Change” beginning on page 93 of this proxy statement) and that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, then Agile may, at any time prior to obtaining such approval, subject to certain requirements:

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No Change in Recommendation (page 93)

Subject to certain exceptions described below, the Board may not make a change in its recommendation to Stockholders to vote in favor of the Merger Proposal as set forth in this proxy statement. Prior to the approval of the Merger Proposal by the Stockholders:

For a further discussion of the limitations on changing the Board Recommendation, approving or recommending a Superior Proposal, or terminating the Merger Agreement to enter into a definitive agreement for a Superior Proposal, see “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Company Acquisition Proposals; Board Recommendation Change” beginning on page 93 of this proxy statement.

Conditions to the Merger (page 99)

The respective obligations of Agile, Insud and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by applicable law, waiver by Agile and Insud) on or prior to the Closing Date of the following conditions:

The obligations of Insud and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by applicable law, waiver by Insud) on or prior to the Closing Date of the following conditions:

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The obligations of Agile to consummate the Merger are subject to the satisfaction (or, to the extent permitted by applicable law, waiver by Agile) on or prior to the Closing Date of the following conditions:

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Termination (page 100)

The Merger Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the Effective Time as follows:

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Termination Fee (page 101)

Under certain circumstances, Agile will be required to pay Insud a termination fee equal to $1,260,000 (the “Termination Fee”) and any amounts outstanding under the Bridge Loan (collectively, the “Termination Payments”), as applicable, including upon:

For more information, please see “The Merger Agreement—Termination Fee; Certain Expenses” beginning on page 101 of this proxy statement.

Expenses Generally (page 103)

Except as otherwise described in this proxy statement, including under “The Merger Agreement—Termination Fee; Certain Expenses” beginning on page 101 of this proxy statement, whether or not the Merger is consummated, Agile, Insud and Merger Sub are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the transactions contemplated by the Merger Agreement.

Market Prices and Dividend Data (page 107)

The shares of Company Common Stock are quoted on the OTCQB under the symbol “AGRX.” On June 25, 2024, the last trading day prior to the public announcement of the execution of the Merger Agreement, the closing price of the shares of Company Common Stock on the OTCQB was $0.33 per share. You are encouraged to obtain current market quotations for the shares of Company Common Stock.

Agile has never declared or paid any cash dividends on the shares of Company Common Stock, and Agile does not currently intend to pay, nor under the Merger Agreement may Agile pay without the prior written consent of Insud, any cash dividends on its capital stock.

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Termination of Quotation and Deregistration of Shares of Company Common Stock (page 81)

If the Merger is consummated, following the Effective Time, the shares of Company Common Stock will cease trading on the OTCQB and will be deregistered under the Exchange Act. As such, we would no longer file periodic reports with the SEC.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain “forward-looking statements” that do not directly or exclusively relate to historical facts. Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “project,” “may,” “might,” “opinion,” “plan,” “possible,” “potential,” “should,” “will,” “would” and similar words or expressions. Stockholders are cautioned that any such forward-looking statements, such as statements about the consummation of the proposed Merger and the anticipated benefits thereof, are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics, and healthcare, regulatory and scientific developments and depend on the economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. Although we believe that we have a reasonable basis for each forward-looking statement contained in this proxy statement, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this proxy statement.

In addition, with respect to all our forward looking statements, we claim the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.

Some of the factors that we believe could cause actual results to differ from those anticipated or predicted include:

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Any forward-looking statements that we make in this proxy statement speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this proxy statement. You should also read carefully the factors described in the “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission on March 28, 2024 to better understand significant risks and uncertainties inherent in our business and underlying any forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this proxy statement will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, any such inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard any of these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all.

We qualify all of our forward-looking statements by these cautionary statements.

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THE COMPANIES

Agile Therapeutics, Inc.

Agile is a women’s healthcare company dedicated to fulfilling the unmet health needs of today’s women. Agile is committed to innovating in women’s healthcare where there continues to be unmet needs – not only in contraception – but also in other meaningful women’s health therapeutic areas. Agile is focused on its advancement as a commercial company and the growth of its first and only product, Twirla, a once-weekly prescriptions combination hormonal contraceptive patch. Twirla exposes patients to an estrogen dose consistent with commonly prescribed combined hormonal contraceptives, or CHCs, and is lower than the estrogen dose found in other marketed contraceptive patches. Agile believes there is a market need for a contraceptive patch that is designed to deliver hormonal exposure equivalent to 30 mcg of estrogen and 120 mcg of progestin in a convenient once-weekly dosage form that may support compliance in a noninvasive fashion. Twirla leverages our proprietary transdermal patch technology called Skinfusion®. Skinfusion is designed to allow drug delivery through the skin while promoting patch adhesion and patient comfort and wearability, which may help support compliance.

The shares of Company Common Stock are listed on the OTCQB under the symbol “AGRX.” Additional information about Agile is contained in certain of its public filings that are incorporated by reference into this proxy statement. See “Where You Can Find More Information” beginning on page 111 of this proxy statement.

Agile is a Delaware corporation with its principal executive offices located at 500 College Road East, Suite 310, Princeton, NJ 08540, telephone number (609) 683-1880.

Insud Pharma, S.L.

Insud is the holding company parent of a pharmaceutical group with more than 45 years of history and a presence in around 50 countries. Insud also has approximately 9,000 employees worldwide and 20 manufacturing plants.

Insud operates throughout different segments of the pharmaceutical industry, offering specialized knowledge in scientific research, development, manufacturing, sales and marketing of a wide range of active pharmaceutical ingredients (APIs), finished dosage forms (FDFs), branded pharmaceutical products for the care of humans and animals and biopharmaceuticals.

Insud seeks to improve human health throughout the world by providing accessible, effective, safe and quality pharmacological treatments through its different business units, with continuous investment in R&D and the latest technologies.

Exeltis Project, Inc.

Merger Sub is a Delaware corporation and indirect, wholly owned subsidiary of Insud that was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Prior to the effective time of the Merger, Merger Sub will have engaged in no other business activities and will have no assets, liabilities or obligations other than as expressly contemplated in connection with the transactions contemplated by the Merger Agreement and liabilities and obligations incidental to its formation and the transactions contemplated by the Merger Agreement or the maintenance of its existence.

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THE SPECIAL MEETING

We are furnishing this proxy statement to Stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to Stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held virtually on , 2024, at Eastern Time. Stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/AGRX2024SM.

Shares of Company Common Stock held directly in your name as a stockholder of record may be voted at the Special Meeting via the Special Meeting website. Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website using the 16-digit control number included in your proxy materials. If you did not receive a 16-digit control and wish to vote at the Special Meeting, you should follow the instructions from your bank, broker or other nominee, including any requirement to obtain a legal proxy.

Purpose of the Special Meeting

At the Special Meeting, we will ask the Stockholders as of the Record Date to vote on the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal. If holders of shares of Company Common Stock fail to adopt the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A and incorporated herein by reference, and the material provisions of the Merger Agreement are described under “The Merger Agreement” beginning on page 82 of this proxy statement.

This proxy statement and the enclosed form of proxy are first being mailed to stockholders on or about , 2024.

Record Date; Shares Entitled to Vote; Quorum

Only Stockholders of record as of the close of business on , 2024, the Record Date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our offices located at 500 College Road East, Suite 310, Princeton, New Jersey 08540, during regular business hours for a period of at least 10 days before the Special Meeting.

As of the Record Date, there were shares of Company Common Stock issued and outstanding and entitled to be voted at the Special Meeting.

A quorum of Stockholders is necessary to transact business at the Special Meeting. Our amended and restated bylaws provide that the presence at the Special Meeting, virtually, by remote communication, or by proxy, of the holders of at least one-third of our outstanding shares of Company Common Stock entitled to vote at the Special Meeting will constitute a quorum for Agile to transact business at the Special Meeting. In general, shares of Company Common Stock that were issued and outstanding as of the Record Date and are represented by a properly signed and returned proxy card will be counted as shares of Company Common Stock present and entitled to vote at the Special Meeting for purposes of determining a quorum. Shares of Company Common Stock represented by proxies received but marked “ABSTAIN” will be included in the calculation of the number of shares of Company Common Stock considered to be present at the Special Meeting for purposes of determining a quorum. If a beneficial owner of shares of Company Common Stock held in street name gives voting instructions to the bank, broker or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those shares of Company Common Stock will be deemed present at the Special Meeting and for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal.

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In the event that a quorum is not present at the Special Meeting, it is expected that the meeting would be adjourned to a later date to solicit additional proxies, and a quorum will have to be established at such adjourned date.

Vote Required; Abstentions and Broker Non-Votes

Each share of Company Common Stock issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Special Meeting.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the shares of Company Common Stock that are outstanding as of the Record Date. Adoption of the Merger Agreement by Stockholders is a condition to the closing of the Merger. A failure to vote your shares of Company Common Stock or an abstention from voting for the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares of Company Common Stock in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares of Company Common Stock on the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of the Advisory Compensation Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Company Common Stock present virtually or represented by proxy at the Special Meeting. An abstention from voting for the Advisory Compensation Proposal or Adjournment Proposal will have the same effect as a vote “AGAINST” the Advisory Compensation Proposal and Adjournment Proposal. If you hold your shares of Company Common Stock in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares of Company Common Stock on the Advisory Compensation Proposal or Adjournment Proposal will have no effect on the outcome of these proposals. The vote on each of the Advisory Compensation Proposal and the Adjournment Proposal is a vote separate and apart from the vote to approve the Merger Proposal.

Shares of Company Common Stock Held by Directors and Executive Officers

As of the close of business on the Record Date, directors and executive officers of Agile and their affiliates beneficially owned and were entitled to vote, in the aggregate, shares of Company Common Stock, which represented approximately % of the shares of Company Common Stock issued and outstanding on that date.

Voting; Proxies

Voting at the Special Meeting

You can vote at the virtual Special Meeting, which will be held on , 2024 at Eastern Time, at (unless the Special Meeting is adjourned or postponed).

You also may authorize the persons named as proxies on the proxy card to vote your shares by returning the proxy card in advance by mail, over the Internet or by telephone. Although Agile offers four different voting methods, Agile encourages you to vote over the Internet or by phone as Agile believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed.

Providing Voting Instructions by Proxy

To ensure that your shares of Company Common Stock are voted at the Special Meeting, we recommend that you submit your proxy or provide voting instructions for your shares of Company Common Stock held in “street name” to your bank, broker or other nominee promptly, even if you plan to attend the Special Meeting.

Shares of Company Common Stock Held by Record Holders

If you are a stockholder of record and your shares of Company Common Stock are registered in your name with our transfer agent, Broadridge, you may submit your proxy using one of the methods described below.

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Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting a proxy. You can grant a proxy by telephone by calling the toll-free number 1-800-690-6903 or via the Internet by following the instructions specified on the enclosed proxy card. Votes submitted by telephone or via the Internet for the matters brought before the Special Meeting as described in this proxy statement must be received by 11:59 p.m. Eastern Time on , 2024, the day preceding the Special Meeting. Your shares of Company Common Stock will be voted as you direct, and in the same manner as if you had completed, signed, dated and returned your proxy card, as described below. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone.

Submit a Proxy Card. If you complete, sign, date and return the enclosed proxy card by mail so that it is received prior to 11:59 p.m. Eastern Time on , 2024, the day preceding the Special Meeting, your shares of Company Common Stock will be voted in the manner directed by you on your proxy card.

Voting instructions are included on your proxy card. All shares of Company Common Stock represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. If you sign, date and return your proxy card without indicating how you wish to vote, such shares of Company Common Stock represented by your properly signed proxy card will be voted “FOR” each of the Merger Proposal, Advisory Compensation Proposal and the Adjournment Proposal. If you fail to return your proxy card and you are a holder of record as of the close of business on the Record Date, unless you attend the Special Meeting, your shares of Company Common Stock will not be considered present at the Special Meeting for purposes of determining whether a quorum is present, and your failure to vote will have the same effect as a vote “AGAINST” the Merger Proposal.

Shares of Company Common Stock Held in “Street Name”

If your shares of Company Common Stock are held in “street name” through a bank, broker or other nominee, your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares of Company Common Stock. You may cause your shares of Company Common Stock to be voted through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or by the Internet or telephone through your bank, broker or other nominee by following the instructions provided to you by them if such a service is available, or by attending the Special Meeting and voting using your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number so that you may vote.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your shares of Company Common Stock on “routine” matters if you fail to instruct your bank, broker or other nominee on how to vote your shares of Company Common Stock with respect to such matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of the relevant shares. Agile does not expect any broker non-votes at the Special Meeting because the Merger Proposal, Advisory Compensation Proposal and the Adjournment Proposal described in this proxy statement are “non-routine” matters, and your bank, broker or other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your bank’s, broker’s or other nominee’s voting form, do not provide voting instructions via the Internet or telephone through your bank, broker or other nominee, if applicable, or do not attend the Special Meeting and vote virtually with a “legal proxy” from your bank, broker or other nominee, your shares of Company Common Stock will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, and your failure to vote will have the same effect as if you voted “AGAINST” the Merger Proposal and will have no effect on the Advisory Compensation Proposal or Adjournment Proposal. However, if a beneficial owner of shares of common stock held in street name gives voting instructions to the bank, broker or other nominee with respect to one of the proposals, but gives no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting and for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. For shares of Company Common Stock held in “street name,” only shares of Company Common Stock affirmatively

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voted “FOR” the Merger Proposal, Advisory Compensation Proposal or the Adjournment Proposal will be counted as a vote in favor of such proposal.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted at the Special Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Agile or by sending a written notice of revocation to Agile, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Agile before the Special Meeting.

If you hold your shares of Company Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote or submit new voting instructions. You may also vote virtually at the Special Meeting with your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

Abstentions

An abstention occurs when a stockholder attends a meeting, either virtually or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of Company Common Stock represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

Adjournments and Postponements

Although it is not currently expected, subject to certain restrictions in the Merger Agreement, the Special Meeting may be adjourned or postponed, among other reasons, for the purpose of soliciting additional proxies. If a quorum is not present, then under our amended and restated bylaws, either (1) any officer entitled to preside at, or act as secretary of the Special Meeting or (2) the majority of the voting power of the shares present virtually or represented by proxy at the Special Meeting, shall have power to adjourn the Special Meeting until a quorum is present or represented, and notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote

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communications, if any, by which stockholders and proxy holders may be deemed to be present virtually and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. However, our amended and restated bylaws provide that if any such adjournment is for more than 30 days, or if after an adjournment a new record date for determining stockholders entitled to vote is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

If the Special Meeting is adjourned or postponed to solicit additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

In the event that there is a quorum at the Special Meeting, virtually or by proxy, with sufficiently favorable voting power to secure the vote of the Stockholders necessary to adopt the Merger Agreement, we do not currently anticipate that we will adjourn or postpone the Special Meeting.

Board Recommendation

The Board, after considering the various factors more fully described under “The Merger—Recommendation of the Agile Board of Directors and Reasons for the Merger” beginning on page 49 of this proxy statement, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Agile and the Stockholders, (2) adopted, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, in accordance with the DGCL, and approved the execution, delivery and performance by Agile of the Merger Agreement and the consummation by Agile of the transactions contemplated thereby, including the Merger, and (3) resolved to recommend that the Stockholders vote to approve the adoption of the Merger Agreement (the matters described in clauses (1) through (3), the “Board Recommendation”).

The Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Solicitation of Proxies

The Board is soliciting your proxy, and we will bear the cost of the solicitation of proxies.

We have retained , a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $ plus expenses. We will also indemnify the proxy solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of Company Common Stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

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Anticipated Date of Consummation of the Merger

We currently anticipate that the Merger will be consummated in the third quarter of 2024, assuming satisfaction or, to the extent permitted by applicable law, waiver of all of the conditions to the Merger. However, the Merger is subject to various conditions, and it is possible, including as a result of factors outside the control of Agile and Insud, that the Merger will be consummated at a later time or not at all.

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Appraisal Rights

Under Section 262 DGCL, stockholders who do not vote in favor of the adoption of the Merger Agreement are entitled to seek appraisal of the “fair value” of their shares of Company Common Stock as determined by the Delaware Court of Chancery but only if all procedures described in Section 262 are strictly complied with. This means that Agile stockholders (and beneficial owners) who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal and who follow the procedures set forth in Section 262 of the DGCL may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash for the fair value of their shares of Company Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of shares of Company Common Stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the consideration that such holder of shares of Company Common Stock may receive in the Merger. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the consideration that they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their shares of Company Common Stock, as applicable, following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their shares of Company Common Stock determined under Section 262 of the DGCL could be more than, the same as or less than the consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record of shares of Company Common Stock and a beneficial owner who (1) continuously holds or beneficially owns, as applicable, such shares through the Effective Time, (2) has not consented to the Merger in writing, voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (3) strictly complies with the procedures under Section 262 of the DGCL, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, is a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by Agile and to be set forth on the Chancery List (as defined in the section entitled “The Merger—Appraisal Rights” beginning on page 73 of this proxy statement), will be entitled to receive the fair value of his, her or its shares of Company Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 of the DGCL is attached to this proxy statement as Annex C. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. For more information, please see the section entitled “The Merger—Appraisal Rights” beginning on page 73 of this proxy statement and Annex C.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as

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“householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

We will promptly deliver a separate copy of our proxy statement to any stockholder without charge upon a written request or verbal request to Agile Therapeutics, Inc., Attention: Corporate Secretary, 500 College Road East, Suite 310, Princeton, NJ 08540, telephone number (609) 683-1880. Stockholders sharing an address that are receiving multiple copies of this proxy statement can request delivery of a single copy of the proxy materials by contacting their bank, broker or other intermediary or sending a written request to us at the address above.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

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If your bank, broker or other nominee holds your shares of Company Common Stock, you should also call your bank, broker or other nominee for additional information.

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THE MERGER

This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Certain Effects of the Merger on Agile

If the Merger Agreement is adopted by the Stockholders and the other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will be merged with and into Agile, with Agile continuing as the Surviving Corporation and a wholly owned indirect subsidiary of Insud, and the separate corporate existence of Agile, with all of its rights, privileges, immunities, powers and franchises, will continue unaffected by the Merger.

The shares of Company Common Stock are quoted and trade on the OTCQB under the symbol “AGRX.” As a result of the Merger, Agile will cease to be a publicly traded company and will become a wholly owned indirect subsidiary of Insud. Pursuant to the Merger Agreement, we are obligated to use our reasonable best efforts to cause the termination of quotation of the shares of Company Common Stock on the OTCQB as promptly as practicable after the Effective Time and deregister the shares of Company Common Stock under the Exchange Act. Upon such quotation termination and deregistration, we will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC, in each case in accordance with applicable law, rules and regulations. If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation or Insud.

Effect on Agile if the Merger Is Not Consummated

If the Merger Agreement is not adopted by the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote as of the Record Date or if the Merger is not consummated for any other reason, Stockholders will not receive any payment for their shares of Company Common Stock pursuant to the Merger Agreement. Instead, Agile will remain a public company, the shares of Company Common Stock will continue to be quoted and traded on OTCQB and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, depending on the circumstances that caused the Merger not to be consummated, the price of the shares of Company Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the shares of Company Common Stock would return to the price at which the shares of Company Common Stock traded after the public announcement of the execution of the Merger Agreement on June 25, 2024 or as of the date of this proxy statement.

Additionally, concurrently with the execution of the Merger Agreement, Insud made available to the Company the Bridge Loan pursuant to the Note, issued by the Company, as borrower, in favor of Exeltis. The principal amount of any loans made under the Bridge Loan accrue interest at a rate per annum equal to the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Lender) or any similar release by the Federal Reserve Board, which is subject to automatic increase by 4% upon the occurrence of certain events of default (the “Default Rate”). The principal amount due under the Note and all accrued and unpaid interest is payable by Agile on the earlier of (i) November 22, 2024, and (ii) the date on which the Commitment Amount is reduced to zero or otherwise terminated (the “Stated Expiry Date”), unless accelerated as the result of an Event of Default under the Note occurring. The initial loan advance of $6.5 million was made on July 1, 2024. Subsequent requests for advances under the Note shall be made by the Company (in such amounts as necessary) after July 15, 2024. The Note is secured pursuant to an Intellectual Property Security Agreement under which the Company granted a security interest in its intellectual property assets and rights. Furthermore, in the event the Merger is not consummated in certain instances, Exeltis shall have the right to declare an “Event of Default” under the Note and immediately declare any amounts outstanding under the Notes due and payable and Agile shall be obligated to repay any amounts outstanding (including interest accrued) under the Bridge Loan. Since the Bridge Loan is secured by Agile’s

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intellectual property, if Agile cannot repay the Bridge Loan, Exeltis would have the right to foreclose on such collateral as recourse for the failure to pay.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock. If the Merger is not consummated, the Board will continue to evaluate and review our business, operations, assets, operating results, financial condition, prospects and business strategy, among other things, and make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not adopted by the Stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Agile will be offered or that our business, prospects or results of operations will not be adversely impacted. Additionally, the Company has serious concerns about its ability to continue as a going concern if the Merger is not approved. The Company currently has a net working capital deficiency, and if the Merger is not consummated, the Company may not be able to continue in the ordinary course and may need to seek bankruptcy protection.

In addition, upon termination of the Merger Agreement, under specified circumstances, Agile may be required to pay Insud a termination fee of $1,260,000 and repay amounts owed under the Bridge Loan, as described under the section titled “The Merger Agreement—Termination Fee; Certain Expenses” beginning on page 101 of this proxy statement.

Merger Consideration

At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be cancelled and automatically cease to exist and will be converted into the right to receive in the case of the shares of Company Common Stock, $1.52 per share in cash, without interest.

Each share of Company Common Stock, if any, held in the treasury of Agile or owned by Insud or Merger Sub or any direct or indirect wholly owned subsidiary of Insud or Agile immediately prior to the Effective Time will automatically be cancelled without any conversion and will cease to exist and no payment or distribution will be made. As of the date hereof, no such shares of Company Common Stock exist.

None of the Agile stock option In the Money Options. Therefore, such Agile stock options will be cancelled with no consideration payable in respect thereof.

The vesting of each unvested Agile RSU that is outstanding immediately prior to the Effective Time will accelerate, and then each such Agile RSU will be cancelled and converted automatically into the right to receive the RSU Consideration.

Prior to the execution of the Merger Agreement, the Majority Warrant Holders have entered into the Warrant Cash-Out Agreement with the Company to receive the Cash Payment from the Company following the Effective Time in exchange for the automatic termination and cancellation of its warrants pursuant to the Merger. Pursuant to the Merger Agreement, the Company is obligated to use its best efforts (without requiring any incremental payment to the holder of any Company Warrant prior to the Closing Date) to cause each holder of Company Warrants to execute an agreement, in form and substance reasonably acceptable to Insud and substantially identical to the Warrant Cash-Out Agreement, providing for the termination and cancellation of such warrants in exchange for the payment by the Company of a cash payment specified therein to such holder following the Effective Time. In the event the holder of any Company Warrant does not enter into such a substantially identical cancellation agreement or elect to exercise its rights to settlement under any “Fundamental Transaction” provisions of the relevant Company Warrant (which is expected to be approximately equal to the cash payment proposed to be included in such substantially identical cancellation agreement) prior to the Closing Date or within 30 days thereafter, such Company Warrant will continue to be outstanding, but represent only the right to the difference (if any) between the applicable exercise price and the Common Stock Merger Consideration.

After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as an Agile stockholder as a result of the Merger

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(except that any holder of Appraisal Shares (as defined in the Merger Agreement) will have those rights granted under Section 262 of the DGCL), nor will you be entitled to receive any shares in Insud or the Surviving Corporation.

Each of the paying agent, the Surviving Corporation, Merger Sub, and Insud will be entitled to deduct and withhold from any amounts payable pursuant to the Merger Agreement such amounts as are required to be deducted and withheld therefrom under applicable tax laws. If the paying agent, the Surviving Corporation, Merger Sub, or Insud, as the case may be, so deducts and withholds amounts and timely and properly remits such amounts to the applicable governmental authority, such amounts will be treated for all purposes under the Merger Agreement as having been paid to the person to whom such amounts would otherwise have been paid. Each of Insud, Merger Sub, the Surviving Corporation and the paying agent will use efforts to reduce or eliminate any such withholding, including providing recipients of Common Stock Merger Consideration a reasonable opportunity to provide documentation establishing exemptions from or reductions of such withholdings.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalog every conversation of or among members of the Board, Insud, Agile’s representatives, Insud’s representatives and other parties. Other than as described below, there have been no material contacts between Agile and Insud in the past two years.

With the support of the Board, management of Agile in the ordinary course met with other biotechnology and pharmaceutical companies regarding a variety of potential partnerships, licensing arrangements, joint ventures, collaborations and other forms of commercial and/or strategic transactions. The Board periodically evaluated Agile’s historical performance, future growth prospects and long-term strategic plan, and various strategic opportunities available to Agile as well as ways to enhance shareholder value and implement Agile’s business plan. In evaluating these matters, the Board and management of Agile considered the business, competitive, regulatory, financing and economic environment and developments generally in the pharmaceutical industry, and specifically with respect to the women’s health segment. The Board also considered specific challenges facing Agile including its non-compliance with the minimum shareholder equity listing requirement of the Nasdaq Stock Market (“Nasdaq”) and the risk of delisting, the scheduled repayment of its loan facility with Perceptive Credit Holdings III, L.P. (“Perceptive”) and the potential effect of these issues on the Company’s ability to raise capital and fund its operations. These reviews have included discussions as to whether Agile should continue to execute on its strategy as a stand-alone company, which as a loss-making company would require raising substantial additional equity capital, thereby further diluting existing shareholders, pursuing various partnerships, collaborations or licensing arrangements, seeking to improve its capital structure or pursue a sale of the entire company or part of the Company. In this regard, and at the direction of the Board, members of Agile management have engaged in confidential discussions regarding Agile’s business plan to grow Twirla and/or potential strategic transactions in response to inbound interest from various global pharmaceutical companies and private equity firms on an ongoing basis as part of ordinary course business development activities.

On September 27, 2023, Nasdaq notified Agile that the Company was not in compliance with Nasdaq’s minimum stockholder equity requirement and that, unless the Company requested an appeal, it would be delisted. Agile appealed and on December 5, 2023, the Company received a letter from the Hearing Panel (“Nasdaq Panel”) of Nasdaq granting it until February 16, 2024 to regain compliance. The Company viewed maintaining its listing on Nasdaq as an important component of its ability to raise capital and fund its business plan.

On December 2, 2023, management of Agile met with the Board to present the Company’s plan to finance the Company and regain compliance with the Nasdaq listing requirement for stockholder equity. Agile’s management identified the need to raise at least $20 million though a public offering of the Company’s common stock, which would likely include additional warrants to purchase the Company's common stock (the “Offering”), and a plan to restructure certain outstanding warrants to purchase the Company’s common stock (“Warrants”) owned by an investor with the largest holding of Warrants. After discussion of Agile’s management’s plan, the Board authorized management to pursue the Offering through a Registration Statement on Form S-1 (“S-1”) for an amount of up to $20 million, led by Wainwright as placement agent. The Board also authorized the Finance Committee of the Board (“Finance Committee”), which consisted of the independent directors, Sharon Barbari, Seth H.Z. Fischer and Dr. John Hubbard, to

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approve the final terms of the Offering. The Board also authorized Agile’s management to enter into an agreement to amend the Warrants and to seek reclassification of the Warrants as equity, rather than liabilities on the Company’s balance sheet, which would help Agile reduce its negative stockholder equity.

On December 11, 2023, Agile filed the S-1 with the SEC for the sale of up to $15 million in common stock and warrants through the Offering. On December 18, 2023, the SEC issued a letter indicating it did not plan to review the S-1. The Company began conducting exploratory meetings with investors and working with Wainwright to identify potential investors.

On December 14, 2023, management of Agile met with the Board to provide an update on the Company’s business and present to the Board its three-year strategic plan and financial forecast for the Company (“December 2023 Financial Forecast”). Agile’s management also reviewed the Company’s cash position and the need to raise additional capital. Agile’s management reported that preliminary meetings with potential investors were indicating that the capital markets continued to be challenging and that there was intense competition for available capital. The Strategic Plan presented by Agile’s management highlighted several insights on the future of the Company’s business including that additional investment in sales and marketing was required to accelerate Twirla’s growth, and external partnerships could potentially increase the sales reach for Twirla, increase growth and reduce operating expenses. Based on these insights, Agile’s management had developed a plan to pursue a broader active business development strategy and explore all potential strategic transactions. Agile’s management reported that while it had been searching for opportunities to expand its business through business development partnerships and/or acquiring an additional product through co-promotion or in-licensing arrangements, these efforts had proven challenging given Agile’s size and financial resources. Therefore, Agile’s management recommended that if the Offering process was not successful retaining the services of an investment bank to assist management in identifying and evaluating a broad array of strategic alternatives for the Company would be recommended. After discussion, the Board authorized senior management and the Finance Committee to (i) explore and approve financing opportunities for the Company and (ii) oversee evaluations of business development and strategic opportunities and retaining an investment bank to assist with these efforts.

Between December 28, 2023 and January 5, 2024, Mr. Altomari met with the Chief Executive Officer and the Chief Financial Officer of Party A, a private, U.S. private-equity-backed commercial stage diversified pharmaceutical company with existing women’s health products, to discuss potential business development activities. The CEO of Party A indicated that Party A was interested in a strategic transaction including the acquisition of Twirla. The parties discussed both a potential asset purchase transaction and a potential acquisition of the Company. Mr. Altomari indicated Agile was willing to consider all possibilities. The parties agreed to continue the discussion and entered into a confidentiality agreement, which was signed on January 3, 2024 and contained customary standstill provisions (including a don’t ask, don’t waive provision) that expire upon execution of a definitive purchase agreement. Agile provided Party A access to the Company’s due diligence data room.

Between December 29, 2023 and January 8, 2024, Agile and Party B, a publicly traded foreign research and development stage pharmaceutical company, had a series of interactions to consider a potential merger of equals. After an initial discussion, the parties entered into a confidentiality agreement, which was signed on January 8, 2024 and contained customary standstill provisions (including a don’t ask, don’t waive provision) that expire upon execution of a definitive purchase agreement. During an initial meeting on January 8, 2024, the parties concluded that there was not a business rationale strong enough to justify further conversations and, on January 8, 2024, the parties agreed to end discussions.

Between December 28, 2023 and January 12, 2024, Agile prepared a virtual due diligence room to support its financing and business development activities which contained material documents of the Company, including among other items, the Company’s December 2023 Financial Forecast.

From January 7, 2024 to January 11, 2024, Mr. Altomari attended the J.P. Morgan Health Care Conference (“J.P. Morgan Conference”) in San Francisco, California. At the J.P. Morgan Conference, Mr. Altomari had meetings with various companies to discuss interest in potential collaborations or strategic transactions, and with investors to discuss interest in a potential financing transaction. In addition to the meetings described in more detail in this section,

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Mr. Altomari had customary introductory meetings with companies to discuss potential strategic transactions that did not progress further.

Between January 7, 2024 and February 27, 2024, Agile and Party C, a publicly traded U.S. research and development stage pharmaceutical company, had a series of interactions to consider a potential merger of equals. After an initial discussion, the parties entered into a confidentiality agreement, which was signed on February 12, 2024 and contained customary standstill provisions (including a don’t ask, don’t waive provision) that expire upon execution of a definitive purchase agreement. After a series of due diligence meetings in February 2024, the parties concluded that there was not a business rationale strong enough to justify further conversations and, on February 27, 2024, the parties agreed to end discussions.

Between January 8, 2024 and January 16, 2024, Agile and Party D, a foreign, publicly traded commercial-stage pharmaceutical company with women’s health products complimentary to Twirla, had a series of discussions about potential business collaborations, including the possibility of merging the two companies due to Party D’s interest in Twirla and Agile’s U.S. Nasdaq listing. The parties entered into a confidentiality agreement, which was signed on January 16, 2024 and contained customary standstill provisions (including a don’t ask, don’t waive provision, which permitted Party D to privately request a waiver of such standstill provisions) that expire upon execution of a definitive purchase agreement. Agile granted Party D access to the Company’s due diligence data room.

On January 8, 2024, at the J.P. Morgan Conference, Mr. Altomari met with the representatives of the business development group and the Global Women’s Health Lead of Party E, a publicly traded global pharmaceutical company with a women’s health business. Mr. Altomari presented an overview of Agile and its commercial capabilities and indicated that Agile was open to partnering on the sales and marketing of Twirla. The parties agreed to stay in touch.

Between January 9, 2024 and January 11, 2024, Agile and Party A had a series of interactions related to potential deal structures for an acquisition and due diligence on Agile’s relationship with Corium, the Company’s contract manufacturer of Twirla, and the Corium Supply Agreement.

On January 9, 2024, the Board met with Agile’s management to discuss an update on Agile’s business development activities, which it was continuing to explore while simultaneously searching for a financial advisor to assist management. Agile’s management reported that two of the business opportunities that management had been evaluating were no longer available and that the plan to implement its financing strategy was facing challenges because of the difficult capital markets environment for micro-cap companies like Agile. The Board authorized the Finance Committee to work with Agile’s management to coordinate the strategic transaction deal process, subject to approval of any recommended strategic transaction by the Board.

From January 12, 2024 through March 26, 2024, Agile senior management and the Finance Committee met with four (4) investment banks to discuss and negotiate an engagement to assist the Company with its business development and strategic transaction plan. During this time, the Company continued to pursue efforts to implement its plan to regain compliance with the Nasdaq listing requirements, raise capital in the Offering that would enable it to implement its strategic business plan, and explore strategic transactions. On March 27, 2024, the Company retained Wainwright to act as its financial advisor for its strategic transaction process.

On January 19, 2024, Party A submitted a non-binding indication of interest to acquire Twirla from Agile for asset value of $5 million net of all liabilities arising from activities prior to the proposed asset purchase transaction. The indication of interest was subject to several customary conditions, including completion of due diligence, and provided the possibility of milestone payments based on Party A’s performance after closing.

On January 20, 2024, after discussions with the Finance Committee members, Mr. Altomari communicated to Party A that the proposal to acquire Twirla was not satisfactory because it did not provide enough consideration up-front, contained too many highly uncertain milestones based on Party A’s commercial capabilities, and left Agile with all the liabilities of the Company, which ultimately would not provide enough consideration to pay all of its outstanding accounts payable and provide stockholders with any value.

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On January 25, 2024, Party A submitted a revised non-binding indication of interest to acquire Twirla from Agile for an increased asset value of $10 million net of all liabilities arising from activities prior to the transaction in a proposed asset purchase. The indication of interest contained the same conditions as the January 19, 2024 letter and included revised milestone payments tied to the performance of Party A after the closing. Mr. Altomari communicated to Party A that Agile would consider the revised indication of interest.

Between January 29, 2024 and February 23, 2024, representatives of management of Agile and management of Party D met several times by videoconference to discuss due diligence on Twirla and Agile.

On February 9, 2024, after discussions with the Finance Committee, Mr. Altomari informed Party A that the revised letter of interest submitted on January 25, 2024, was still insufficient because the upfront payments did not reflect the fact that Twirla was a growth stage asset and the proposal had not addressed the issues raised by Agile after the initial letter of interest. Mr. Altomari also communicated to Party A that Agile preferred the purchase of the entire company rather than an asset sale.

On February 9, 2024, Agile and Perceptive entered into the eighth amendment to the Credit Agreement and Guaranty (as amended, the “Credit Agreement”) between Agile and Perceptive to extend the maturity date when all the remaining principal amount outstanding was due. At the time of the eighth amendment, approximately $1.5 million was due to Perceptive under the Credit Agreement. The maturity date was extended from February 10, 2024 to March 11, 2024. The amendment allowed the Company additional time to raise the funds to pay off the remaining principal amount and avoid an event of default, which would have potentially triggered certain remedies for Perceptive under the secured credit agreement.

On February 13, 2024, the Company received a letter from the Nasdaq Panel of Nasdaq granting Agile an additional period, until March 25, 2024, to regain compliance with the minimum stockholder equity requirement, and effectively extending the time the Company had to complete the Offering and raise additional funds to finance its stand-alone strategy.

From February 14, 2024 through April 5, 2024, senior management of Agile had several discussions with Party F, a publicly traded foreign company looking for a U.S. partner to market its product. On April 10, 2024, the parties entered into a confidentiality agreement with customary standstill provisions (including a don’t ask, don’t waive provision) that expire upon execution of a definitive purchase agreement. The discussions did not lead to a transaction because the parties could not agree on a viable transaction structure and Agile’s need for additional capital limited its ability to implement a transaction with Party F.

On February 15, 2024, the Board met with senior management of Agile to discuss updates on the Company’s commercial performance, plans to finance the Company and recent business development activity. Agile’s management reported that the marketing of the Offering was not coming together and that the Company was in discussions with an investor regarding a warrant exchange transaction that could potentially raise between $4 and $5 million. Agile’s management reported the Company was also exploring a range of other potential financings. After discussion, the Board authorized the Finance Committee to approve the final terms of the warrant exchange transaction. Mr. Altomari also reported on the search process for a financial advisor.

From February 16, 2024 through March 25, 2024, Mr. Altomari had several discussions with Party G, a private equity firm that proposed a leveraged buy-out of the Company. These discussions were eventually discontinued based on the financial infeasibility of the proposal.

On February 20, 2024, as part of the Company’s efforts to finance its operations, Messrs. Coiante and Gilmore met with investors to explore the possibility of a royalty-backed note or debt facility transaction. After discussions with Mr. Altomari following the call, Agile concluded that the terms of the facility were cost prohibitive and not worth pursuing.

Between February 21, 2024 and April 15, 2024, Agile and Party A had several interactions to discuss deal structures and due diligence on Twirla.

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On February 25, 2024, the Finance Committee approved a warrant exchange transaction that resulted in the Company raising gross proceeds of $4.8 million. The Company used these funds to pay off the remaining amount of the Perceptive credit facility and for working capital to allow the Company to continue its strategic transaction process.

Between March 6, 2024 and May 6, 2024, the Vice President of Business Development for Women’s Health of Party E contacted Mr. Altomari to discuss the possibility of an acquisition of Agile. The parties agreed to enter into a confidentiality agreement, which was signed on March 8, 2024 and contained customary standstill provisions (including a don’t waive provision) that expire upon execution of a definitive purchase agreement. Agile granted Party E access to the Company’s due diligence data room. The parties had several meetings by videoconference to discuss due diligence on Twirla and Agile.

On March 13, 2024, Agile paid off the remainder of its debt facility with Perceptive, which terminated the security interest in all the Company’s assets held by Perceptive, and left the Company free of secured creditors, which in turn allowed the Company to pursue a sale of either Twirla or the Company without any blocking liens.

On March 21, 2024, the Board met with senior management of Agile in a regularly scheduled meeting. Mr. Altomari provided an update on the Company’s strategic partnering activities, and the process to hire a financial advisor. Mr. Altomari reviewed the terms of the proposal to engage Wainwright and the Board authorized senior management to engage Wainwright as Agile’s financial advisor, which occurred on March 27, 2024. A representative of the law firm Morgan Lewis & Bockius (“MLB”), the Company’s corporate counsel, reviewed the Board’s fiduciary duties in general and in the context of a sale transaction.

On March 25, 2024, Agile received a final delisting notice from Nasdaq and on March 26, 2024 was eligible for quotation and trading on the "over the counter" market operated by the OTC Markets Group Inc. The final delisting notice increased the difficulty the Company faced in raising additional equity capital from public market investors to fund its operations.

On March 29, 2024, Mr. Altomari received a telephone call from Party H, an investment fund with an interest in women’s health companies that proposed an investment in preferred stock of Agile that could lead to an acquisition of the Company. During the period from March 29, 2024 through April 10, 2024, Mr. Altomari had a series of follow-up calls to understand the proposal, which assumed the Company was heading to bankruptcy. Mr. Altomari consulted with the members of the Finance Committee on the proposed terms and discussed the proposal with the Board on April 10, 2024, which concluded that the terms would not provide Agile with the ability to address its working capital deficiency or provide a return for Agile common stockholders and that there were better alternatives for the Company based on the interest expressed by other parties. After April 10, 2024, the discussions between the Company and Party H did not progress.

On April 1, 2024, senior management of Agile and representatives of Wainwright met by videoconference to discuss the proposed process to identify a strategic partner.

Between April 2, 2024 and April 24, 2024, Agile and Party I, a global pharmaceutical company, had a series of interactions regarding the possibility of discussing potential collaborations. The parties entered into a confidentiality agreement, which was signed on April 10, 2024 and contained customary standstill provisions (including a don’t ask, don’t waive provision) that expire upon execution of a definitive purchase agreement. After initial due diligence, Party I withdrew from the process due to Agile’s financial condition and the risk of entering bankruptcy prior to closing a transaction.

On April 3, 2024, Mr. Altomari contacted the chief executive officers of Parties A and D, and the Vice President of Business Development of Party E to inform them that Agile had retained Wainwright to implement a process to explore strategic alternatives with a preference for a sale of the Company, and secondarily the potential for a sale of its Twirla product.

Between April 4, 2024 and April 5, 2024, Eduardo Fernandez, Vice President of Business Operations & Business Development of Exeltis, contacted Mr. Altomari and asked whether the Company would be open to discussing

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broad partnerships. Mr. Altomari informed Mr. Fernandez about the process that the Company was conducting with Wainwright, and the parties agreed to enter into a confidentiality agreement, which was signed on April 5, 2024 and contained customary standstill provisions (including a don’t ask, don’t waive provision) that expire upon execution of a definitive purchase agreement. Following the execution of the confidentiality agreement, Insud began its due diligence.

On April 4, 2024, Party D submitted a non-binding letter of interest to purchase Agile in cash for an enterprise value of $25 million inclusive of all close out costs of Agile, liabilities and payments to warrant holders and subject to completion of due diligence, renegotiation of the Corium Supply Agreement, and other customary closing conditions. Party D proposed to structure the acquisition as a tender offer. The proposed transaction was not conditioned on obtaining third-party financing. The Company distributed the letter to the Board for its review.

On April 8, 2024, Wainwright sent out written requests for proposals to acquire the Company (“Proposal Letter”). In addition to Parties A, B, C, D, E, F and Insud, Wainwright sent the Proposal letter to fourteen (14) other parties, which included U.S and global pharmaceutical companies and private equity firms. The Proposal Letter provided that the Company and Board, in consultation with Wainwright and MLB, would review Proposals in the context of valuation, transaction certainty, transaction structure, transaction execution risk and proposed contractual terms, among other considerations, in determining the party or parties to advance toward a definitive transaction. The Proposal Letter requested that bids be submitted by April 24, 2024.

On April 8, 2024, Messrs. Gilmore and Coiante and Colleen Kelly, Agile Vice President, Legal met with representatives from Insud, including Ignacio Ponce, Chief Financial Officer, Alvaro Temes, Director Corporate Finance and M&A, Marta Bustos, Manager M&A, and Mr. Fernandez to discuss potential transaction structures, outstanding warrants and Insud conducting financial and corporate due diligence on Agile.

On April 10, 2024, the Board met with members of senior management at a regularly scheduled meeting along with representatives from Wainwright and MLB. Representatives from Wainwright provided an update on the outreach process relating to potential acquirors. Wainwright reported that twenty one (21) target acquirors had been contacted, including U.S. and global pharmaceutical companies and private equity firms. Wainwright also reviewed with the Board and Company management a proposed timeline for pursuing a transaction with potential acquirors.

On April 16, 2024, Insud submitted a non-binding letter of interest to purchase Agile in cash for an enterprise value of $25 million inclusive of a bridge loan in an unspecified amount to provide pre-closing working capital for Agile, and free of all liens, encumbrances and/or rights of third parties, including outstanding warrants, and subject to completion of due diligence, renegotiation of the Corium Supply Agreement, and other customary closing conditions. Insud also proposed a contingent variable payment of a maximum of $10 million based on the results of the Company’s net sales and number of units sold in 2024. Insud proposed to provide a price per share to the Board once it received full information on the valuation of the Company’s outstanding warrants. Insud proposed to structure the acquisition as a statutory merger. Insud also requested a sixty-day period of exclusivity to complete due diligence and reach a definitive agreement. The proposed transaction was not conditioned on Insud obtaining third-party financing. The Company distributed the letter to the Board for its review.

On April 19, 2024, Party A submitted a revised non-binding letter of interest to purchase Twirla in cash through an asset purchase for $25 million net of all liabilities arising from activities prior to the transaction. The purchase price would be paid upfront and not subject to Party A financing the acquisition. Closing would be subject to completion of due diligence, renegotiation of the Corium Supply Agreement, and other customary closing conditions. The proposed transaction was not conditioned on Party A obtaining third-party financing. The Company distributed the letter to the Board for its review.

On April 23, 2024, Mr. Fernandez of Insud met with Mr. Altomari at Agile’s corporate offices to discuss Insud’s interest in Agile and the potential for an acquisition. Mr. Fernandez then met with senior management of Agile to discuss Insud’s interest in Agile and background on Insud’s commercial operations.

On April 24, 2024, Mr. Altomari met with representatives of Insud including Salustiano Perez, the Chief Executive Officer of the pharmaceutical business, Mr. Fernandez, and Lucas Sigman, the Chief Executive Officer of

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Insud. The representatives of Insud provided an overview of Exeltis, Insud’s U.S. affiliate, Insud Pharma and Insud’s interest in acquiring Agile.

On April 24, 2024, representatives of Wainwright informed Parties A, D, E and Insud that the deadline for submitting best and final bids to acquire Agile was extended to May 9, 2024 to accommodate further due diligence.

Between April 25, 2024 and May 13, 2024, Agile and the U.S. subsidiary of Party J, a publicly traded foreign global pharmaceutical company, had several interactions relating to a potential strategic transaction and due diligence. The parties agreed to enter into a confidentiality agreement, which was signed on April 26, 2024 and contained customary standstill provisions (including a don’t ask, don’t waive provision) that expire upon execution of a definitive purchase agreement. Agile granted Party J access to the Company’s due diligence data room. On May 13, 2024, Party J informed Wainwright that it would not submit a bid.

On April 30, 2024, Party D submitted an updated, non-binding letter of interest to purchase Agile in cash for an enterprise value of $30 million inclusive of a $5 million bridge loan to provide pre-closing working capital for Agile, all close out costs of Agile, liabilities and payments to warrant holders and subject to completion of due diligence, renegotiation of the Corium Supply Agreement, and other customary closing conditions. Party D proposed to structure the acquisition as a tender offer but remained open to other deal structures as well. The proposed transaction was not conditioned on Party D obtaining third-party financing. The Company distributed the letter to the Board for its review.

On April 30, 2024, Party E submitted a non-binding letter of interest to purchase Agile in cash for an enterprise value of $33.7 million inclusive of a bridge loan in an unspecified amount to provide pre-closing working capital for Agile, all liabilities, transaction expenses and payments to warrant holders. The closing of the transaction was subject to completion of due diligence, renegotiation of the Corium Supply Agreement, and other customary closing conditions. The proposed transaction was not conditioned on Party E obtaining third-party financing. The Company distributed the letter to the Board for its review. Representatives of Party E also met with representatives of Agile by videoconference to discuss tax and financial due diligence.

Between May 6, 2024 and May 7, 2024, Representatives of Party D met with representatives of Agile along with representatives of Wainwright by videoconference to discuss due diligence.

On May 8, 2024, Mr. Gilmore, representatives of senior management of Corium and representatives of Insud, including Messrs. Fernandez and Temes and Ms. Bustos, along with representatives of Wainwright met by videoconference to discuss due diligence on Twirla manufacturing and the terms of the Corium Supply Agreement.

On May 9, 2024, Insud submitted an updated, non-binding letter of interest to purchase Agile in cash for an enterprise value of $42 million inclusive of a $6 million bridge loan to provide pre-closing working capital for Agile, and free of all liens, encumbrances and/or rights of third parties, including outstanding warrants, and subject to completion of due diligence, renegotiation of the Corium Supply Agreement, and other customary closing conditions. Insud proposed to provide a price per share to the Company’s Board once it received full information on the valuation of the Company’s outstanding warrants. Insud proposed to structure the acquisition as a statutory merger. The proposed transaction was not conditioned on Insud obtaining third-party financing and the full purchase price was payable at Closing. Insud also requested a sixty-day period of exclusivity to complete due diligence and reach a definitive agreement. The Company distributed the letter to the Board for its review.

On May 9, 2024, several parties responded to Wainwright’s Proposal Letter. Party A informed Wainwright that it would not be improving its offer submitted on April 19, 2024. Party D informed Wainwright that the company needed more time to assemble its offer due to feedback from its board of directors. After consulting with senior management of Agile and representatives of MLB, Wainwright informed the chief executive officer of Party D that the deadline was extended until Monday, May 13, 2024. Party E withdrew its bid based on its manufacturing and supply chain due diligence of Agile and Corium and the anticipated difficulty of entering into a revised supply agreement satisfactory to both Corium and Party E.

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On May 13, 2024, Party D informed Wainwright that due to internal financial constraints, Party D was not able to submit an updated offer.

On May 13, 2024, the Finance Committee met with Messrs. Altomari, Coiante and Gilmore along with representatives of Wainwright and MLB. Representatives of Wainwright presented an update on the outreach process, which now included contact with twenty-one (21) potential acquirors, and an overview of all the non-binding bids to acquire the Company that had been submitted to Wainwright and/or the Company, all of which had been provided to the full Board as they were submitted. Wainwright also shared feedback from the parties that had declined to submit a non-binding bid or had withdrawn their non-binding bid. Wainwright also reported that three primary issues had emerged as having significance to the potential acquirors: (i) the Company’s working capital deficiency, (ii) the value of the outstanding warrants in the event of an acquisition, and (iii) the ability to enter into an amendment of the Corium Supply Agreement. Senior management discussed its plans to address these issues. Wainwright then provided an analysis comparing the financial terms of the bids. After discussion, the Finance Committee, with the input of senior management, Wainwright, and MLB, authorized senior management and Wainwright to negotiate a period of exclusivity between the Company and Insud to reach a definitive agreement to acquire Agile.

Between May 14, 2024 and May 22, 2024, representatives of Wainwright and Insud negotiated the terms of an exclusive period of negotiations, the Bridge Loan and whether it should be secured, and conditions to signing the definitive merger agreement, including the requirement to have the significant warrant holders agree to a fixed value in exchange for cancellation at closing and an amendment to the Corium Supply Agreement on terms reasonably satisfactory to Insud.

On May 22, 2024, Insud submitted a "best and final" non-binding letter of interest to purchase Agile in cash for an enterprise value of $42 million inclusive of a $6 million unsecured bridge loan to provide pre-closing working capital for Agile, and free of all liens, encumbrances and/or rights of third parties, including outstanding warrants, and subject to completion of due diligence, renegotiation of the Corium Supply Agreement, and other customary closing conditions. Insud proposed to provide a price per share to Board once it received full information on the valuation of the Company’s outstanding warrants. Insud proposed to structure the acquisition as a statutory merger. The proposed transaction was not conditioned on Insud obtaining third-party financing. The letter of interest also contained a proposal for a period of twenty business (20) days of exclusivity to complete due diligence and reach a definitive agreement. After ten (10) business days, Insud would need to advance $600,000 for each additional five business days of exclusivity up to a total of $1.2 million. The Company distributed the letter to the Board for its review.

On May 22, 2024, the Board met with Messrs. Altomari, Coiante and Gilmore along with representatives of Wainwright and MLB to discuss the strategic transaction process. Mr. Altomari and representatives of Wainwright provided an update on the ongoing negotiations. Representatives of Wainwright reviewed the updated bid from Insud, the terms it had proposed relating to exclusive negotiations, and the conditions to closing the transaction. Mr. Altomari then reviewed Agile’s senior management’s recommendation that the Board approve the "best and final" non-binding offer from Insud as presented to the Board and authorize management to finalize and execute the non-binding offer on behalf of Agile, which included binding exclusivity provisions between the parties. After discussion and with input from Wainwright and MLB, the Board approved Agile’s senior management’s recommendation.

On May 23, 2024, Agile and Insud signed the offer letter to purchase Agile, Agile excluded all other parties from the Company’s due diligence data room at this time.

On May 24, 2024, at the instruction of the Company, representatives of Wainwright began negotiations, on behalf of Agile, with the largest holder of the Company’s outstanding warrants to cancel the warrants at closing in exchange for a fixed value. After several days of negotiations, Agile reached a tentative agreement with Armistice Capital, the major warrant holder, on a $9.5 million warrant cancellation price based on the terms set forth in the Insud non-binding offer letter and Wainwright indicated that the Wainwright affiliated warrant holders would agree to the same economic deal as Armistice Capital, resulting in holders of more than 95% of the outstanding warrants receiving fixed determinable compensation for cancellation of their outstanding warrants.

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Between May 24, 2024 and June 5, 2024, representatives of Agile and Insud met several times by videoconference to discuss manufacturing and supply chain due diligence and integration issues, and representatives of Agile, MLB, Insud and Loeb & Loeb LLP (“Loeb”) and RC Law, LLP (“RCL”), Insud’s outside corporate co-counsel, met by videoconference to discuss matters arising from review of certain diligence issues and exchanged preliminary drafts of the Merger Agreement and the Note

Between May 25, 2024 and June 24, 2024, representatives from Insud and Corium negotiated an amendment to the Corium Supply Agreement that would be contingent upon closing of the transaction.

On June 6, 2024, the Chief Executive Officer of Party D called Mr. Altomari to inform him that the previous internal financial issue prohibiting further bidding had been resolved and that Party D was still interested in acquiring Agile. Mr. Altomari replied that Agile was in a period of exclusivity and that he could not further discuss any potential transaction at this time.

On June 7, 2024, the initial period of binding exclusivity with Insud expired, and Insud did not extend exclusivity by making a payment of $600,000 and the parties continued to negotiate on a non-exclusive basis.

On June 8, 2024, representatives of Wainwright contacted the Chief Executive Officer of Party D and informed him that the exclusivity period with Insud had expired. Party D expressed interest in submitting a new bid and re-engaged in due diligence.

On June 10, 2024, Messrs. Gilmore and Coiante met with representatives of Insud, including Messrs. Fernandez and Temes, Tomos Shillingford, the general counsel of Insud, and Ms. Bustos to discuss issues relating to the Company’s outstanding warrants and the mechanics of a stockholder’s meeting to approve the proposed merger transaction.

On June 11, 2024, Party D submitted a revised non-binding letter of interest to purchase Agile in cash for an enterprise value of $43 million free of all liens, encumbrances and/or rights of third parties, including outstanding warrants, and subject to completion of due diligence, renegotiation of the Corium Supply Agreement, and other customary closing conditions. Party D proposed to structure the acquisition as a tender offer. The proposed transaction was not conditioned on Party D obtaining third-party financing and the purchase price was payable at Closing. The Company distributed the letter to the Board for its review.

On June 11, 2024, representatives from Wainwright spoke with the Chief Executive Officer of Party D and provided feedback on the terms of the non-binding letter and indicated that to be competitive, the proposal should include a bridge loan to provide Agile pre-closing working capital and include a list of open issues that would need to be addressed to reach a definitive agreement.

On June 12, 2024, representatives of Wainwright met with Messrs. Ponce and Temes of Insud by videoconference to discuss the open issues surrounding securing the proposed bridge loan, risk of failing to obtain approval of Agile’s stockholders for the proposed transaction and the treatment of the outstanding warrants.

On June 13, 2024, Party D submitted a revised non-binding letter of interest to purchase Agile that in addition to the terms of the June 11, 2024 offer letter, included a $6 million bridge loan to provide pre-closing working capital for Agile secured by all the assets of the Company and was subject to completion of due diligence, renegotiation of the Corium Supply Agreement, satisfaction agreements with all companies that had unpaid accounts payable with Agile, and other customary closing conditions. The proposed transaction was not conditioned on Party D obtaining third-party financing, and the purchase price was payable at Closing.

On June 14, 2024, the Board met with Messrs. Altomari, Gilmore and Coiante along with representatives of Wainwright and MLB. Mr. Gilmore provided an update on the negotiating process and the outstanding issues with Insud. There was a discussion of Insud’s request for collateral to secure the bridge loan. Representatives of Wainwright then reviewed the non-binding bids submitted by Party D on June 11, 2024 and June 13, 2024. Representatives of Wainwright reviewed the outstanding issues with Party D, which were similar to those issues being discussed with Insud

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plus an additional requirement of Party D that Agile reach written agreements with each its creditors to fix all Agile accounts payable and other liability amounts due at closing. Wainwright then provided an analysis comparing the financial terms of the two offers. After discussion, the Board authorized senior management and Wainwright to continue negotiations with both parties and to offer the Company’s intellectual property as collateral for a pre-closing bridge loan.

On June 14, 2024, a representative of Wainwright communicated to Mr. Temes of Insud by email that the Company would be willing to secure the proposed bridge loan with a security interest in the company’s intellectual property and confirmed the other terms of the bridge loan. Wainwright also proposed a maximum break-up fee of three percent of the total enterprise value of the transaction set out in the May 22, 2024 Insud bid letter and asked Insud to consider a tender offer structure as a potential way to close more quickly.

Between June 15, 2024 and June 18, 2024, Mr. Coiante and representatives of Wainwright had discussions regarding Wainwright’s preliminary financial analyses of Agile based on the updated forecasts prepared by management and presented to the Board and based on the December 2023 Financial Forecast (collectively, the “Projections”).

On June 16, 2024, Mr. Temes of Insud sent an email to representatives of Wainwright clarifying the proposed approach to securing the bridge loan and indicating that Insud preferred to structure the deal as a statutory merger rather than a tender offer.

On June 17, 2024, representatives from Wainwright, acting on the instructions of Agile, and Messrs. Ponce and Temes of Insud met by videoconference and Wainwright informed the Insud representatives that during the period after the exclusive negotiating period expired, Agile had been approached by one of the former bidders who had expressed interest in submitting a new bid. The parties then discussed the remaining open issues on the potential transaction.

On June 18, 2024, at the instruction of Agile, Wainwright sent each of Insud and Party D a letter requesting "best and final" offers by June 19, 2024.

On June 18, 2024, Mr. Temes of Insud sent Wainwright an email outlining the proposed terms of Insud’s revised "best and final" offer, which included a proposal to purchase Agile for an enterprise value of $45 million inclusive of a pre-closing bridge loan for $8 million and conditioned on entering into warrant cancellation agreements with Perceptive, members of Wainwright and Armistice Capital in exchange for a fixed payment and finalization of the amendment to the Corium Supply Agreement. Also on June 18, 2024, Loeb sent a revised draft of the Note to MLB reflecting addition of the intellectual property security interest, together with a preliminary draft of the related security agreement (the “Security Agreement”).

On June 19, 2024, Insud submitted its formal non-binding offer letter reflecting the terms in Mr. Temes’ email of June 18, 2024. The Company distributed the letter to the Board for its review. Party D did not submit another bid and the CEO of Party D indicated that, in the absence of written satisfaction agreements with all liability holders or a sale of the Company pursuant to section 363 of the U.S. bankruptcy code, the price per share offered by Party D would not result in a meaningful amount to Agile common shareholders.

On June 20, 2024, Messrs. Gilmore and Coiante met with Messrs. Temes and Fernandez and Ms. Bustos of Insud along with representatives of Wainwright on a videoconference to discuss the financial issues relating to Insud’s ability to bridge the enterprise value offered to Agile to a price per share for Agile’s common stock. The parties discussed the potential value of the liability to cancel the outstanding warrants and the working capital deficiency and identified follow-up analyses to be completed. The parties also discussed the structure of the bridge loan payments and agreed to an initial draw of $6.5 million by Agile under the bridge loan arrangements with Insud, which would allow Agile to meet its obligations to Corium, which was a condition of the amendment to the Corium Supply Agreement. Later in the day a broader working group of representatives from Agile, Wainwright, MLB, Insud and Loeb & Loeb (“Loeb”), Insud’s outside corporate counsel, met by videoconference to discuss the open issues that needed to be addressed to reach a final definitive agreement.

On June 21, 2024, Messrs. Gilmore and Coiante and representatives from Wainwright met with Messrs. Temes and Shillingford and Ms. Bustos of Insud to discuss the open issues relating to finalizing a price per share. The

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representatives of Insud indicated that based on their analysis the value on a price per share basis was approximately $1.43 per share, due to the working capital deficiency. Agile countered with a value of $1.55 per share based on its analysis. The parties discussed the variance between the two positions and agreed to resume discussions on the next day. Later in the day, the Company circulated drafts of the transaction documents to the Board for review.

On June 22, 2024, representatives of Wainwright (acting on the express instructions of Agile regarding final issues and pricing) met with Messrs. Ponce and Temes of Insud and after reviewing and discussing all the outstanding issues, the parties agreed to a price per share of $1.52.

Between June 24, 2024 and June 25, 2024, representatives of Wainwright (acting on the express instructions of Agile with regard to final issues and consideration), finalized negotiations with Armistice Capital to cancel the Warrants at closing in exchange for a revised fixed value of $10.2 million based on the terms set forth in the Insud non-binding letter of June 19, 2024 and the agreed upon price per share to be paid to common stockholders. Agile and the warrant holder entered into the cancellation agreement on June 25, 2024.

On June 24, 2024, a working group of representatives from Agile, Wainwright, MLB, Insud and Loeb met by videoconference to discuss the open issues that the parties needed to address to reach a final definitive agreement. Agile drafted a press release announcing the transaction and Current Report on Form 8-K describing the transaction for filing with the U. S. Securities Exchange Commission, both of which were circulated to the working group.

On June 25, 2024, the Board held a meeting including members of Agile’s senior management and representatives of Wainwright and MLB. After Mr. Gilmore reviewed the Merger Agreement with the Board, the Board discussed the reasons for entering into the Merger Agreement, including a range of factors described in the section of this proxy statement titled “Recommendation of the Board and Reasons for the Merger.” Wainwright reviewed with the Board their financial analyses of Agile based on the Projections previously provided to Wainwright by Agile's management and the Board, which instructed Wainwright to utilize such Projections for purposes of Wainwright’s analyses. For more information on the Projections, see the section of this proxy statement titled “Certain Financial Projections.” Wainwright reviewed with the Board Wainwright’s financial analyses of the Merger Consideration, and rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated such date that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Merger Consideration to be paid to the holders of shares of Agile common stock (other than as specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Wainwright’s opinion, please see the section of this proxy statement titled “—Opinion of H.C. Wainwright & Co., LLC.” After further discussion, including a discussion regarding the various factors described under the section of this proxy statement titled “—Recommendation of the Board of Directors and Reasons for the Merger,” the Board unanimously: (1) determined that the Merger Agreement, including the Merger, between Agile and Insud are advisable and fair to, and in the best interests of Agile and its stockholders; (2) declared that it is advisable for Agile to enter into the Merger Agreement; and (3) approved the execution, delivery and performance by Agile of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (4) directed that the Merger Agreement be submitted to the Agile stockholders for adoption; and (5) recommended that Agile stockholders adopt the Merger Agreement.

On the evening of June 25, 2024, Agile, Insud and Merger Sub executed and delivered the Merger Agreement, the Note and the Security Agreement.

On the morning of June 26, 2024, Agile issued a press release announcing the execution of the Merger Agreement, the Note and the Security Agreement and filed its Form 8-K with the SEC and terminated access for Party D to its due diligence data room.

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Recommendation of the Agile Board of Directors and Reasons for the Merger

At a special meeting held on June 25, 2024, the Board unanimously: (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable, fair to and in the best interests of Agile

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and the Stockholders; (2) adopted, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, in accordance with the DGCL; (3) approved the execution, delivery and performance by Agile of the Merger Agreement and the consummation by Agile of the transactions contemplated thereby, including the Merger; and (4) resolved to recommend that the Stockholders vote to approve the adoption of the Merger Agreement. Accordingly, the Board recommends that the Stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

In its determinations and in reaching its recommendations, the Board, as described in the section titled “Background of the Merger” of this proxy statement, held a number of meetings, consulted with Agile senior management and its outside legal and financial advisors, and considered a number of factors and a substantial amount of information, including, but not limited to, the following (not necessarily presented in order of relative importance) that weighed in favor of the Merger:

Consideration. The Board considered:

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Agile’s Business, Financial Condition and Prospects. The Board considered Agile’s current and historical financial condition and results of operations, competitive position, assets, business and prospects, including certain long-term financial projections for Agile prepared by members of its senior management, as well as that Agile will not be able to generate sufficient revenue without financing to meet its obligations or continue to operate in the ordinary course of business. In considering the Company’s ability to raise additional capital, the Board considered the Company’s delisting from Nasdaq, the challenges of micro-cap companies like Agile in raising capital, and size of the negative working capital of the Company. Without raising significant additional capital, the Company had serious concerns about its ability to continue as a going concern. In considering the prospects of Agile, the Board reviewed certain financial projections for Agile prepared by Agile senior management, which reflect an application of various assumptions of management. The Board considered the inherent uncertainty of achieving management’s financial projections, as set forth under the heading titled “ —Certain Unaudited Prospective Financial Information,” and that, as a result, Agile’s actual financial results in future periods could differ materially from such financial projections. The Board considered that Agile stockholders would continue to be subject to the risks and uncertainties of Agile executing on its business plan if it remained independent, including the current and prospective business environment in which Agile operates, industry and market conditions negatively impacting valuations of and the outlook for pharmaceutical companies such as Agile, competition, and the likely effect of these factors on Agile and its prospects as a standalone women’s healthcare company.

Attractive Value. The Board of Directors considered the fact that the Common Stock Merger Consideration represented an attractive value for the shares of Agile common stock, and after its review, believed that the Common Stock Merger Consideration represented the best value reasonably available for Agile stockholders.

Potential Strategic Alternatives. The Board considered the risks and potential benefits associated with other strategic alternatives and the potential for stockholder value creation associated with those alternatives. As part of these evaluations, the Board considered continuing to execute Agile’s strategy on a stand-alone basis, which would require the need to raise significant additional capital and result in substantial shareholder dilution. Senior management of Agile has explored and reviewed with the Board its business development plan, which included pursuing collaborations ranging from co-promotions to in-licensing of other products. One of the key insights management shared with the Board was the fact that many companies were unwilling to collaborate with Agile based on the Company’s size and financial condition. After a thorough review of strategic alternatives and discussions with management and Agile’s financial and legal advisors, the Board determined that the Common Stock Merger Consideration is more favorable to Agile stockholders than the potential value that might result from other available strategic options. The Board also considered that if the Merger is not consummated, in the absence of a financing event or alternative merger transaction, Agile will not be able to meet its obligations or continue to operate in the ordinary course of business.

Wainwright’s Opinion and Analysis. The Board considered the oral opinion of Wainwright rendered to the Board on June 25, 2024 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Wainwright in preparing its opinion, the Merger Consideration to be paid to the holders of shares of Company Common Stock (other than Excluded Shares and any shares of Company Common Stock held by any affiliate of Agile or Insud) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below under the caption “Opinion of H.C. Wainwright & Co., LLC”.

Competition. The Board considered competitive considerations, including that other pharmaceutical companies are discovering, developing, marketing, and selling women’s healthcare product candidates, including in the hormonal contraceptive market; and that Agile may not be able to develop, market or sell its own products at an equivalent pace with its available capital and grow its current market position.

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Existing Resources. The Board considered the fact that Agile will require significant additional capital in order to grow Twirla and, ultimately, become profitable, as well as fund its other ongoing operations, and the challenges that Agile has faced in the past in raising necessary capital. The Board also took into consideration that, while Agile may seek additional funding through future debt and equity financings, collaborations or strategic partnerships, any such fundraising could be highly dilutive to Agile’s existing securityholders, might be available only on unfavorable terms, or might not be available at all at the times or in the amounts necessary or desirable.

Negotiation Process. The Board considered the fact that the terms of the Merger Agreement were the result of arm’s-length negotiations conducted by Agile with the knowledge and at the direction of the Board and with the assistance of its financial and legal advisors. The Board also considered the enhancements that Agile and its advisors were able to obtain as a result of arm’s-length negotiations with Insud, including the valuation offered by Insud and the inclusion of provisions in the Merger Agreement that the Board believes increase the likelihood of completing the Merger. The Board believed, after consultation with representatives of Wainwright, that the Common Stock Merger Consideration was the maximum price at which Insud would conduct the acquisition of Agile and that further negotiations would have created a risk of causing Insud to abandon the Merger altogether or materially delaying the entry into definitive transaction agreements with respect to the Merger, that it was unlikely that any other potential acquiror would be willing and able to acquire Agile at a price in excess of the Common Stock Merger Consideration even if Agile were to conduct additional outreach, and that it was unlikely that any other potential counterparties would be willing and able to consummate a transaction with Agile that the Board would view as more value-maximizing for Agile’s stockholders than the proposed transaction with Insud.

Potentially Interested Counterparties. The Board considered the process conducted by Agile and Wainwright to identify potential acquirors, which involved contacting 21 potential acquirors and taking into account (1) the expected interest of such parties in prescribed combined hormonal contraceptives, (2) their financial capability to consummate a transaction of this size, and (3) their ability to move quickly and efficiently in a process. In particular, the Board considered the recent discussions conducted by Agile with other industry participants, the outcome of those discussions, and the fact that none of these parties were willing to bid as high as Insud. In addition, the Board noted that the other global pharmaceutical companies that were considered reasonably likely to have potential interest in acquiring Agile had declined to engage with Agile regarding a potential transaction at the time of the proposed Merger.

The Merger Agreement; Ability to Consider, Receive and Respond to Unsolicited Proposals. The Board considered the provisions of the Merger Agreement, including (1) the ability of Agile under certain circumstances to entertain unsolicited proposals for an acquisition that constitutes or could reasonably be expected to lead to an offer that is superior to the Merger, (2) the ability of the Board under certain circumstances to withdraw or modify its recommendation that Stockholders vote to adopt the Merger Agreement and to terminate the Merger Agreement in order to accept a Superior Proposal and enter into a definitive agreement with respect to such Superior Proposal, and (3) the $1,260,000 termination fee and the repayment by Agile of the Bridge Loan under certain circumstances, which the Board believed was reasonable relative to termination fees in transactions of a similar size, would not likely preclude competing bids, and would not likely be payable unless Agile entered into a definitive agreement for a Superior Proposal.

Conditions to the Consummation of the Merger; Likelihood of Completion. The Board considered the likelihood of completing the Merger, particularly in light of the terms of the Merger Agreement, including (1) the conditions to the Merger being specific and limited, and (2) the exceptions contained within the “Company Material Adverse Effect” definition, which generally defines the standard for closing risk. The Board also considered the fact that there is no financing condition to the completion of the Merger, and Agile’s ability to obtain specific enforcement of the obligations of Insud and Merger Sub under the Merger Agreement, thereby ensuring that Agile has an appropriate remedy in the event Insud and Merger Sub were to decline to comply with their obligations under the Merger Agreement.

Business Reputation of Insud. The Board considered the business reputation and capabilities of Insud and its management, its strong strategic commitment to women’s health, and the substantial financial resources of Insud and, by extension, Merger Sub, which the Board believed supported the conclusion that a transaction with Insud and Merger Sub was likely to be completed in a timely and orderly manner.

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Certainty of Consideration. The Board considered the all-cash nature of the consideration to be paid in the Merger, which allows Agile’s securityholders to realize immediate value, in cash, for their investment in Agile, while avoiding Agile’s clinical, regulatory, commercialization and other business risks, and while also providing such holders with certainty of value and liquidity for their Agile securities.

Appraisal Rights. The Board considered the availability of statutory appraisal rights to the holders of shares of Company Common Stock who object to the Merger and otherwise comply with all required procedures under the DGCL.

Opportunity of Our Stockholders to Vote; Rights to Adjourn or Postpone to Solicit Additional Proxies. The Board considered the fact that the Merger would be subject to the approval of Agile’s stockholders, and that Agile’s stockholders would be free to evaluate the Merger and vote for or against the approval of the Merger at the Special Meeting. In addition, the Board considered the fact that Agile could require the adjournment or postponement of the Special Meeting, upon the terms and subject to the conditions specified in the Merger Agreement, for the absence of a quorum at the Special Meeting or to allow additional solicitation of votes in order to obtain the adoption of the Merger Agreement by holders representing at least a majority of all outstanding shares of our common stock entitled to vote thereon.

In the course of its deliberations, the Board also considered a variety of material risks and other countervailing factors related to entering into the Merger Agreement, including, but not limited to, the following (which are not necessarily presented in order of relative importance):

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In addition, the Board was aware of and considered the interests of Agile’s directors and executive officers that may be different from, or in addition to, the interests of Stockholders generally when approving the Merger Agreement and recommending that Stockholders vote to adopt the Merger Agreement, including, but not limited to, (a) certain executive officers and members of the Board hold Agile equity awards that may accelerate in connection with the Merger, (b) certain executive officers may receive severance payments and other benefits (described further below) pursuant to their employment agreements with Agile or Agile’s change in control severance plan in the event of certain terminations of employment in connection with, or following, the Merger, if consummated, and (c) if the Merger is consummated, Agile will make payments to members of our Board for unpaid director fees (earned in the ordinary course of each director’s service on the Board) that have been accruing since April 2023. For more information, see the section of this proxy statement titled “—Interests of the Directors and Executive Officers of Agile in the Merger.”

The foregoing discussion of the information and factors considered by the Board in reaching their respective conclusions and recommendations is intended to be illustrative and not exhaustive. In light of the variety of factors considered in connection with their evaluation of the Merger and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their respective determinations. In considering the factors described above and any other factors, individual members of the Board may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board, but rather the Board conducted an overall review of the factors described above, including discussions with Agile’s senior management and legal and financial advisors.

The foregoing discussion of the reasoning and consideration of certain factors by the Board and the resulting determinations and recommendation, and certain other information presented in this section, as well as similar information included in this proxy statement, is forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section of this proxy statement titled “Cautionary Note Regarding Forward-Looking Statements.” For the reasons described above, and in light of other factors that the Board believed were appropriate to consider, the Board approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommends that the Stockholders vote in favor of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

Opinion of H.C. Wainwright & Co., LLC

At a meeting of the Board, Wainwright rendered its oral opinion, subsequently confirmed in Wainwright’s written opinion dated as of June 25, 2024, to the effect that, as of the date of Wainwright’s written opinion, and based upon and subject to the factors and assumptions set forth in Wainwright’s written opinion, the consideration to be paid to holders of common stock of Agile pursuant to the Merger Agreement, consisting of the Common Stock Merger Consideration, was fair from a financial point of view to such holders.

The full text of the written opinion of Wainwright, dated June 25, 2024, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with Wainwright’s opinion, is attached to this proxy statement as Annex B. The summary of Wainwright’s opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Wainwright’s written opinion. Wainwright’s opinion was provided for the information and assistance of the Board in connection with its consideration of the Merger and the transactions contemplated by the Merger Agreement (the “Transactions”). The opinion does not constitute a recommendation to the Board, to Agile, to any security holder or to any other party as to how to act or vote or make any election with respect to any matter relating to the Transactions or otherwise. Wainwright’s opinion was approved by a fairness committee of Wainwright.

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In connection with rendering the opinion described above and performing its related financial analyses, Wainwright reviewed, among other things:

Wainwright also held discussions with members of senior management of Agile regarding their assessment of the strategic rationale for, and the potential benefits of, the Transactions and the past and current business operations, financial condition and future prospects of Agile; reviewed the reported prices and trading activity for Agile’s common stock; and performed such other studies and analyses, and considered such other factors, as Wainwright deemed appropriate, including comparisons of the financial and operating performance of Agile’s business with that of companies with publicly traded equity securities that Wainwright deemed relevant and compared the terms of the Merger to selected transactions which Wainwright deemed relevant.

For purposes of rendering its opinion, Wainwright, with the consent of the Board, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by Wainwright, without assuming any responsibility for independent verification thereof. In that regard, Wainwright assumed with the consent of the Board that the Forecasts were prepared in good faith and were reasonable and consistent with the best currently available estimates and judgments of the management of Agile. At the direction of the Board, Wainwright assumed that the Forecasts provided a reasonable basis on which to evaluate Agile’s business and the Transactions. Further, Wainwright was instructed by management of Agile to rely on the Forecasts, at the direction of the Board. Wainwright used and relied upon the Forecasts for purposes of its analyses and its opinion. Wainwright expressed no view or opinion with respect to the Forecasts or the assumptions or estimates upon which they are based.

Wainwright has not made an independent evaluation, appraisal or regulatory or technical assessment of the assets and liabilities (including any contingent, derivative or other off balance-sheet assets and liabilities) of Agile, Insud, Merger Sub or any of their respective subsidiaries and Wainwright was not furnished with any such evaluation, appraisal or assessment. Wainwright assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transactions, if any, will be obtained without any adverse effect on Agile, Insud, Merger Sub or on the expected benefits of the Transactions in any way meaningful to Wainwright’s analysis. Wainwright also assumed that the Transactions would be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis. Wainwright’s opinion did not address the underlying business decision of Agile to engage in the Merger as compared to any strategic alternatives that may be available to Agile; nor did it address any legal, regulatory, tax or accounting matters.

Wainwright’s opinion addressed only the fairness from a financial point of view of the Common Stock Merger Consideration to be received by the holders of Agile common stock (other than common stock held by Insud or its affiliates, held in treasury of Agile, or held by persons who are entitled to demand and properly demand appraisal of such shares in accordance with Delaware law) pursuant to the Merger Agreement, as of the date of Wainwright’s written

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opinion. Wainwright did not express any view on, and its opinion does not address, any other term, portion or aspect of the Merger Agreement or the Transactions including (i) the form, structure or any other portion, term or aspect of the Transactions, (ii) any term or aspect of any other agreement, understanding, document or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Transactions or (iii) any determination of the Board as to the use or distribution of the Common Stock Merger Consideration following the consummation of the Transactions. Wainwright did not express any opinion as to the prices at which Agile’s common stock would trade at any time or, as to the potential effects of volatility in the credit, financial and stock markets on Agile, or the Transactions, or as to the impact of the Transactions on Insud, Merger Sub or Agile. Wainwright’s opinion did not address any actual or potential “interested party” aspects of the Transactions. Wainwright expressed no opinion and made no recommendation as to how any member of the Board, any Agile stockholder or any other person should vote or act with respect to any matter relating to the Transactions or otherwise. Wainwright’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Wainwright as of, the date of its written opinion and Wainwright assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion or otherwise considering or commenting on circumstances, developments or events occurring or coming to Wainwright’s attention after the date of its written opinion.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses presented by Wainwright to the Board in connection with Wainwright’s rendering to the Board the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Wainwright, nor does the order of analyses described represent the relative importance or weight given to those analyses by Wainwright. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are not, in isolation, a complete description of Wainwright’s financial analyses. Considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Wainwright’s opinion. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 21, 2024, and is not necessarily indicative of current market conditions.

In furnishing its opinion, Wainwright did not attempt to combine the analyses described herein into one composite valuation range, nor did Wainwright assign any quantitative weight to any of the analyses or the other factors considered. Furthermore, in arriving at its opinion, Wainwright did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor in light of one another, although Wainwright did state its belief that its discounted cash flow analysis should be given greater weight in evaluating the Transactions because the analyses regarding Agile’s publicly traded comparable companies and selected transactions do not account for (i) the significant dilution that Agile would need to take on to fund future operations, (ii) Agile’s high cost of capital, and (iii) the inability for Agile to access the capital markets.

Illustrative Discounted Cash Flow Analyses – Base Case and ACA Case

Based on the Forecasts (utilizing both a "Base Case" and a sensitivity analysis, the Affordable Care Act analysis, referred to herein as the "ACA Case"), Wainwright performed illustrative discounted cash flow analyses on Agile on a stand-alone basis. A discounted cash flow analysis is a valuation methodology used to derive a valuation of asset or set of assets by calculating the present value of the asset's or set of assets’ estimated future cash flows. An asset's or set of assets' “estimated future cash flows” are its projected unlevered free cash flows, and “present value” refers to the value today or as of an assumed date of the future cash flows or amounts and is obtained by discounting the estimated future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected returns and other appropriate factors. Wainwright utilized discount rates ranging from 14.3% to 19.3%.

In both the Base Case analysis and the ACA Case analysis, Wainwright discounted to present value as of March 31, 2024, (i) estimates of the unlevered free cash flows calculated by Wainwright based on information provided by the Company’s management and reviewed and approved by the Board for purposes of Wainwright’s discounted cash flow

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analyses described in this section, for the period from April 1, 2024 to December 31, 2028 based on the Forecasts (which differed in the Base Case and the ACA Case) and (ii) a range of illustrative terminal values for Agile, which were calculated by applying perpetuity growth rates ranging from 1.00% to 3.00% to a terminal year estimate of free cash flow to be generated by Agile as reflected in the Forecasts (which differed in the Base Case and the ACA Case). Wainwright derived a range of illustrative enterprise values (“Enterprise Values”), which is defined as the market value of common equity plus the book value of preferred stock, the book value of debt, plus capitalized leases and less cash and cash equivalents, for Agile on a standalone basis, while taking into account applicable working capital deficiencies, severance payments, warrant liabilities, transaction costs, bridge loan repayments and lease liabilities. This analysis indicated implied Enterprise Values of ($72) million to ($55) million in the Base Case and ($48) million to ($39) million in the ACA Case, in each case, by adding the ranges of present values it derived as described above (the parentheses indicate negative Enterprise Values).

Wainwright derived a range of implied equity values for Agile as of March 31, 2024 for both the Base Case analysis and the ACA Case analysis based on the ranges of implied Enterprise Values for Agile as of such date. Wainwright then divided each such range of implied equity values by the issued and outstanding common stock of Agile on a standalone basis as provided in the Capitalization Information, to derive a range of implied values per fully diluted share of common stock of Agile as of such dates for each of the Base Case and the ACA Case. This analysis indicated the following approximate implied equity value reference range for Agile (the parentheses indicate negative implied equity values per share), as compared to the Common Stock Merger Consideration:

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Select Companies Analysis

Wainwright reviewed and compared certain financial information for Agile to corresponding financial information, ratios and public market multiples for the following publicly traded companies (including historical and forecasted revenues for such companies and enterprise value/revenue multiples for such companies) which, in the exercise of its professional judgment, Wainwright determined to be relevant to its analysis:

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Although none of the selected companies is directly comparable to Agile, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Agile. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and other factors that could affect the public trading value of the selected companies or Agile. Wainwright calculated and compared various financial multiples and ratios based on information it obtained from SEC filings, FactSet, and market data as of June 21, 2024.

The financial data reviewed included, to the extent meaningful, enterprise values, calculated as implied equity values based on closing stock prices on June 21, 2024 as multiples of 2023 actual revenue (referred to in this section as “revenue multiples”). Financial data of the selected companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of Agile was based on public filings and financial analyses, financial forecasts, reports and other information concerning Agile prepared by the management of Agile.

The overall low to high 2023 actual revenue multiples observed for the selected companies were 0.8x to 7.8x (with a 25^th percentile of 0.8x, a mean of 6.6x, a median of 2.4x, and a 75^th percentile of 7.8x). Wainwright then applied the 25^th percentile to median revenue multiples of 0.8x to 2.4x to Agile’s 2023 (full-year) revenue of approximately $20 million to yield implied Enterprise Values ranging from $16 million to $46 million. This analysis indicated the following approximate implied equity value reference ranges for Agile (the parentheses indicate negative implied equity values per share), as compared to the Common Stock Merger Consideration:

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Selected Transactions Analysis

Wainwright analyzed certain publicly available information relating to certain acquisition or selected transactions announced since August 19, 2020, involving target companies in the women’s health and specialty pharmaceuticals industries.

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While none of the target companies in the selected transactions are directly comparable to Agile and none of the selected transactions are directly comparable to the Transactions, the target companies in the selected transactions listed below are companies with certain operations that, for the purposes of analysis, may be considered similar to certain operations of Agile, and as such, for purposes of the analysis, the selected transactions may be considered similar to the Transactions. The selected transactions were chosen because they were transactions that, based on Wainwright’s experience, expertise and knowledge of the women’s health and specialty pharmaceuticals industries, taking into account their respective proposed or existing product lines, therapeutic focus, technological approach, and other factors, have operations that Wainwright considered generally similar to certain operations of Agile for purposes of its analysis.

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Using publicly available information, for each of the selected transactions, Wainwright calculated and compared various financial multiples, ratios and premiums based on information it obtained from SEC filings, FactSet, and market data as of June 21, 2024. For purposes of the selected transactions analysis, Wainwright used revenue multiples, as compared to EBITDA or EBIT multiples, since most of the target companies in the selected transactions did not generate positive EBITDA or EBIT, nor does Agile generate positive EBIT or EBITDA.

Total Consideration Paid as a Multiple of Revenues Analysis

Wainwright calculated, the total consideration paid in the selected transactions as a multiple of each target company’s last 12 months (“LTM”) of revenue as of the time of the announcement of the transaction.

The overall low to high total consideration/LTM revenue multiples observed for the selected transactions were 3.7x to 7.3x (with 25^th percentile of 3.7x, a mean of 5.2x, a median of 5.8x, and a 75^th percentile of 7.3x). Wainwright then applied the 25^th percentile to median revenue multiples of 3.7x to 5.8x to Agile’s LTM revenue of $21 million to yield implied Enterprise Values from $79 million to $124 million. This analysis indicated the following approximate implied equity value reference ranges for Agile, as compared to the Common Stock Merger Consideration:

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Percentage Premiums Paid Analysis

Wainwright calculated the percentage premiums paid for the selected transactions, measuring the premium paid to the stock price of the target company 30 days prior to the announcement of the transaction.

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The overall low to high percentage premiums for the selected transactions were 49.1% to 92.9% (with a 25^th percentile of 49.1%, a mean of 72.9%, a median of 56.9% and a 75^th percentile of 92.9%). Wainwright then compared that range of percentage premiums to the premium that the Common Stock Merger Consideration represented to Agile’s stock price 30 days prior to the public announcement of the Transactions and to Agile’s stock price one day prior to the public announcement of the Transactions:

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General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Wainwright’s opinion. In arriving at its fairness determination, Wainwright considered the results of all of its analyses and, except as expressly noted above regarding Wainwright giving additional weight to the discounted cash flow analysis, did not attribute any particular weight to any factor or analysis considered by it. Rather, Wainwright made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Agile or the Transactions.

Wainwright prepared these analyses for purposes of providing its opinion to the Board that, as of the date of the opinion, the consideration to be paid to holders of common stock of Agile pursuant to the Merger Agreement, consisting of the Common Stock Merger Consideration, was fair from a financial point of view to such holders. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon projections of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Since these analyses are inherently subject to uncertainty, based upon numerous factors or events beyond the control of the parties or their respective advisors, Wainwright does not assume responsibility if future results are materially different from those forecast.

The Common Stock Merger Consideration to be paid pursuant to the Merger Agreement was determined through arm’s-length negotiations between Agile and Insud and was approved by the Board. Wainwright did not recommend to Agile that any specific amount or kind of consideration be paid or that any specific amount or kind of consideration constituted the only appropriate consideration for the Transactions.

As described above, Wainwright’s opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Transactions. The foregoing summary does not purport to be a complete description of the analyses performed by Wainwright in connection with the delivery of its fairness opinion to the Board and is qualified in its entirety by reference to the written opinion of Wainwright attached as Annex B to this proxy statement.

Wainwright is engaged in strategic advisory, underwriting and agency financing, principal investing, sales and trading, research and other financial and non-financial activities and services for various persons and entities. Wainwright and its employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Agile, Insud, any of their respective affiliates, third parties and, as applicable, portfolio companies. Wainwright has provided certain principal and agency services to Agile from time to time for which it has received compensation, including (i) acting as placement agent in the exercise of certain warrants of Agile in February 2024, (ii) acting as placement agent in a registered offering of 1,896,286 shares of Agile common stock (or pre-funded warrants in lieu thereof), together with accompanying warrants to purchase Agile common stock in May 2024, (iii) acting as placement agent in a registered offering of 26,666,666 shares of Agile common stock (or pre-funded

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warrants in lieu thereof), together with accompanying warrants to purchase Agile common stock in July 2022, and (iv) acting as principal and placement agent under Agile’s ongoing at the market offering program. Wainwright received compensation, including but not limited to, warrants to purchase shares of Agile common stock in connection with certain of the foregoing arrangements. Such warrants are to be cancelled in exchange for consideration in connection with the Transactions. During the two-year period ended June 25, 2024, Wainwright recognized compensation for underwriting and agency services provided by it to Agile in the amount of approximately $3,035,444. During the two-year period ended June 25, 2024, Wainwright has not been engaged by Insud and/or its respective affiliates to provide financial advisory, underwriting and/or agency financing services for which Wainwright has recognized compensation. Wainwright may also in the future provide financial advisory, agency and/or underwriting services to Agile, Insud and their respective third parties and affiliates, for which Wainwright may receive compensation.

Agile selected Wainwright as its financial advisor because, among other things, of its experience and reputation as a financial advisor, underwriter and agent in the women’s health and specialty pharmaceuticals sector. Pursuant to an engagement letter dated March 27, 2024, Wainwright was engaged to render a fairness opinion to the Board in connection with the proposed Transactions. The engagement letter between Agile and Wainwright provides for an advisory fee in an amount equal to $1,350,000 to be paid to Wainwright at the closing of the Transactions. The engagement letter also provides for the payment to Wainwright of a fee in an amount equal to $350,000, payable on the date on which the opinion was delivered that is not conditioned upon the results of Wainwright’s evaluation and analysis or upon the conclusions reached in the opinion. In addition, Agile agreed to reimburse Wainwright for certain of its expenses, including reasonable attorneys’ fees and disbursements, and to indemnify Wainwright and related persons against various liabilities, including certain liabilities under federal securities laws.

Certain Unaudited Prospective Financial Information

Other than in prior periods when the Company provided certain financial projections, which the Company ceased providing in 2024, the Company does not, as a matter of course, publicly disclose forecasts as to future performance, earnings or other results due to the unpredictability of the underlying assumptions and estimates. However, in connection with the Board’s evaluation of strategic and financial alternatives and their evaluation of the Merger, the Company’s management prepared certain nonpublic, unaudited prospective financial information for the fiscal years 2024 through 2028 (which we refer to as the “Forecasts”) and the Company has included a summary of the Forecasts in this proxy statement. The Forecasts were furnished to the Board and Wainwright in connection with the discussions concerning the Merger.

The Forecasts were not prepared with a view toward public disclosure or complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles in the United States (“GAAP”).

No assurances can be made regarding future events and the estimates and assumptions underlying the Forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which the Company operates and the risks and uncertainties described under “Cautionary Note Regarding Forward-Looking Statements” beginning on page 27 of this proxy statement, all of which are difficult to predict and many of which are outside the control of the Company and, upon consummation of the Merger, will be beyond the control of Parent. The Company’s stockholders are urged to review the Company’s SEC filings for a description of risk factors with respect to the Company and its business. There can be no assurance that the assumptions underlying the Forecasts will prove to be accurate or that the projected results will be realized. Actual results may differ materially from those reflected in the Forecasts, whether or not the Merger is consummated. The inclusion of the Forecasts in this proxy statement should not be regarded as an indication that the Company, the Board, Wainwright, Parent or any other person considered, or now considers, these forecasts to be a reliable predictor of future results. The Forecasts are not fact, and neither they nor any underlying assumptions should be relied on as being indicative of future results. Readers of this proxy statement are cautioned not to place reliance on this information. The Forecasts assumed that the Company would continue to operate as a standalone

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company and do not reflect any impacts of the Merger. If the Company were to continue as a standalone company, the Company would need to raise significant additional funds to meet its projected operating requirements, including the continued commercialization of Twirla under each of the scenarios detailed below.

The Forecasts include assumptions regarding probabilities of technical and regulatory success, sales ramp, market size, market share, peak sales, duration, pricing, relative positioning versus competition, market exclusivity, estimated costs and expenses, utilization of net operating losses, future equity raises conducted by Agile, expected cash burn rate, and other relevant factors related to Agile’s long-range operating plan. The foregoing is a summary of certain key assumptions and does not purport to be a comprehensive or exhaustive overview of all metrics and assumptions included or reflected in the Forecasts.

Certain of the financial measures included in the Forecasts are “non-GAAP financial measures.” These are financial performance measures that are not calculated in accordance with GAAP. Investors should also note that the non-GAAP financial measures presented in this proxy statement are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. Investors should also note that the non-GAAP financial measures presented in this proxy statement have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. Because of the non-standardized definitions, the non-GAAP financial measures in this proxy statement and the accompanying footnotes may be calculated differently from, and may not be directly comparable to, similarly titled measures used by the Company’s competitors and other companies, or any similarly titled measures used by Parent or any of its affiliates.

Due to the inherent limitations of non-GAAP financial measures, investors should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. The footnotes to the tables below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures.

The Forecasts included in this document have been prepared by, and are the responsibility of, the Company’s management. Ernst & Young LLP, the Company’s independent registered public accounting firm, has not audited, reviewed, examined, compiled or applied agreed upon procedures with respect to the accompanying Forecasts and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young LLP report incorporated by reference in this document relates to the Company’s previously issued financial statements. It does not extend to the Forecasts and should not be read to do so.

The non-GAAP financial measures included in the Forecasts were first provided to Wainwright on June 18, 2024 and were approved by the Board on June 25, 2024 for use by Wainwright and were relied on by Wainwright for its financial analyses in connection with the preparation of its opinion and by the Board for its consideration of the Merger. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Forecasts, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Forecasts are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable GAAP financial measure. Reconciliations of these non-GAAP financial measures were not provided to or relied on by the Board or Wainwright in connection with their respective evaluations of the Merger. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures included in the Forecasts to the relevant GAAP financial measures.

By including in this proxy statement the Forecasts below, neither the Company nor Parent nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Forecasts. Accordingly, the Forecasts should not be construed as financial guidance, nor relied on as such. The inclusion of the Forecasts in this proxy statement does not constitute an admission or representation by the Company that the information contained therein is material. The Forecasts reflected the opinions, estimates and judgments of the Company’s management at the time they were prepared and have not been updated to reflect any subsequent changes. NONE OF THE COMPANY, PARENT OR MERGER SUB OR, AFTER CONSUMMATION OF THE MERGER, THE COMPANY , AS THE SURVIVING CORPORATION,

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UNDERTAKES ANY OBLIGATION, EXCEPT AS REQUIRED BY LAW, TO UPDATE OR OTHERWISE REVISE THE FORECASTS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION, CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS OR THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR.

The Forecasts were relied on by the Board in reaching its determination on June 25, 2024 to (1) authorize and approve the execution, delivery and performance by the Company of the Merger Agreement and the consummation by the Company of the Merger, (2) determine that it is fair and in the best interests of the Company and its stockholders for the Company to enter into the Merger Agreement and consummate the Merger, and declare the Merger Agreement and the Merger advisable and (3) resolve to recommend that the stockholders approve the Merger. The Forecasts were the only forecasts prepared by management that were authorized by the Board for use by Wainwright, and were the only forecasts used by Wainwright, in connection with rendering its oral opinion delivered to the Board, which was subsequently confirmed by delivery of a written opinion dated as of June 25, 2024, and in performing its financial analyses in connection therewith, as summarized in “—Opinion of H.C. Wainwright & Co., LLC” beginning on page 54 of the proxy statement.

The following tables set forth a summary of the Forecasts. The summary of the Forecasts is not included in this proxy statement to induce any Company stockholder to vote in favor of the Merger or to influence any Company stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to their Shares. The Company prepared financial forecasts based on the following scenarios (i) a base case which assumed the business would continue to operate as is and (ii) an ACA case which assumed that net revenue would be positively impacted by the Affordable Care Act (ACA).

Financial Forecasts – Base Case

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Financial Forecasts – ACA Case

Interests of the Directors and Executive Officers of Agile in the Merger

Certain of Agile’s executive officers and directors may have financial interests in the Merger that are different from, or in addition to, the interests of Stockholders generally. In considering the recommendation of our Board with respect to the approval of the Merger, our shareholders should be aware that (a) certain executive officers and members of the Board hold Agile equity awards that may accelerate in connection with the Merger, (b) certain executive officers may receive severance payments and other benefits (described further below) pursuant to their employment agreements with Agile or Agile’s change in control severance plan in the event of certain terminations of employment in connection with, or following, the Merger, if consummated, and (c) if the Merger is consummated, Agile will make payments to members of our Board for unpaid director fees (earned in the ordinary course of each director’s service on the Board) that have been accruing since April 2023. The Board was aware of these potential interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in reaching its decision to approve the Merger Agreement and the Merger, and to recommend that the Stockholders approve the Merger Agreement as more fully discussed in “—Recommendation of the Agile Board of Directors and Reasons for the Merger.”

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Agile’s current executive officers and their respective positions are as follows:

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Agile’s current non-employee directors are as follows:

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See the section of this proxy statement titled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 108.

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Treatment of Equity and Equity-Based Awards

Agile’s directors and executive officers who own shares of Company Common Stock will receive the Merger Consideration on the same terms and conditions, as the other holders of shares of Company Common Stock in the Merger. The following table sets forth the number of shares of Company Common Stock owned, as of June 30, 2024 by each of Agile’s executive officers and non-employee members of the Board (which, for this purpose, excludes (1) shares underlying Agile stock options, whether or not currently exercisable, and (2) shares subject to outstanding and unvested Agile RSUs, which are, in each case, described further below.

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Agile Stock Options

None of the Agile stock options currently outstanding are In the Money Options. Therefore, such Agile stock options will be cancelled with no consideration payable in respect thereof.

The following table sets forth, for each of Agile’s executive officers and the non-employee members of the Board, (a) the aggregate number of shares of Company Common Stock underlying vested Agile stock options held by such individual as of June 30, 2024, (b) the aggregate number of shares of Company Common Stock underlying unvested Agile stock options as of June 30, 2024 and (c) the estimated value that the executive officers and non-employee members of the Board will receive in respect of such Agile stock options in connection with the Merger.

Agile Restricted Stock Units

Each Agile RSU that is outstanding immediately prior to the Effective Time will be cancelled and converted automatically into the right to receive the RSU Consideration for such Agile RSU.

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The following table sets forth, for each of Agile’s executive officers and the non-employee members of the Board, (1) the aggregate number of shares of Company Common Stock underlying Agile RSUs held as of June 30,, 2024, and (2) the estimated value that the executive officers and non-employee members of the Board will receive in respect of such Agile RSUs in connection with the Merger.

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Severance Entitlements

Employment Agreements

Each of Messrs. Altomari, Coiante, Conway and Gilmore, Dr. Korner, and Ms. Welsh has entered into an employment agreement with Agile (each, an “Employment Agreement”). Each Employment Agreement provides for certain payments and benefits if the executive’s employment with Agile is terminated by Agile without “reasonable cause,” and other than as a result of the executive’s death or disability, or by the executive for “good reason,” in any case, within 12 months following a “change in control” of Agile (as such terms are defined in the applicable Employment Agreement) (any such termination, a “CIC Termination”). The Merger will qualify as a “change in control” under the Employment Agreements.

Upon a CIC Termination, each of Messrs. Altomari, Coiante, Conway and Gilmore, Dr. Korner and Ms. Welsh is entitled to receive the following payments and benefits:

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All of the severance payments and benefits described above are subject to, among other things, the executive’s timely execution and non-revocation of a general release of claims. The Employment Agreements also provide that payments and benefits payable to each executive officer will be reduced so that no portion of such payments and benefits are subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), unless the executive officer would be better off on an after-tax basis receiving all such payments and benefits.

Agile Change in Control Severance Plan

Certain other senior employees are entitled to receive severance benefits under Agile’s Change in Control Severance Plan (the “Severance Plan”) and an individual award letter that will be entered into prior to the Effective Time specifying benefits under the Severance Plan. Under the Severance Plan, generally, each “eligible employee” who experiences a “termination without cause” within six months following a “change of control” (as such terms are defined in the Severance Plan) (such termination, a “Qualifying Termination”) may receive the following severance benefits:

However, Agile may determine to pay a fixed level or schedule of benefits in connection with a special termination program that it designs rather than the severance set forth above. Agile expects that certain senior employees will enter into individual award letter agreements that set forth the severance benefits set forth above.

The Merger will qualify as a “change in control” under the Severance Plan. To receive severance under the Severance Plan, eligible employees must execute and not revoke a release of claims. In addition, if Agile determines in its discretion and subject to applicable law, such eligible employees may be required to agree to confidentiality, non-competition, non-solicitation, trade secret, non-disparagement, or similar covenants, as well as any additional terms and conditions related to their termination of employment that Agile determines to be a condition of receiving severance benefits under the Severance Plan.

Note that the Employment Agreements and Severance Plan provide for the acceleration of vesting of outstanding equity awards in certain circumstances (e.g., with respect to awards granted under the Stock Plans); however, as described in more detail above, all equity awards (whether or not granted under the Stock Plans) are accelerating in connection with the Merger, see “The Merger Agreement—Treatment of Equity Awards and the Stock Plans” beginning on page 83 of this proxy statement.

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The following table sets forth the potential amounts payable to Agile’s executive officers upon a CIC Termination under the Employment Agreements or upon a Qualifying Termination under the Severance Plan, other than the value of accelerated Agile equity awards, which are detailed above.

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Golden Parachute Compensation

Each of Messrs. Altomari, Coiante, and Gilmore, and Dr. Korner (Agile’s named executive officers) are entitled to receive certain “golden parachute” compensation that is based on, or otherwise relates to, the Merger. The amounts set forth in the tables below are estimates of this golden parachute compensation that are based on multiple assumptions that may or may not actually occur. As a result, the actual amounts, if any, that a named executive officer receives may materially differ from the amounts set forth in the table.

The following table assumes that (i) the Effective Time will occur on August 31, 2024, (ii) the employment of each named executive officer will be terminated immediately following the Effective Time in a manner entitling such individual to receive severance payments and benefits under such individual’s applicable Employment Agreement, (iii) the named executive officers have each timely executed and not revoked a release of claims and have complied with any restrictive covenants applicable to them for the full duration of such obligations, (iv) the named executive officers’ base salaries and target annual bonus opportunities will remain unchanged from those in place as of June 25, 2024, (v) no named executive officers will enter into new agreements with Agile or are legally entitled to, prior to the Effective Time, additional compensation or benefits, and (vi) no named executive officers will receive any additional equity or equity-based awards prior to the Effective Time.

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The table below does not account for any payments or benefits that would have been earned, or any amounts associated with Agile equity awards that would vest according to their terms on or prior to the Effective Time or amounts under contracts, agreements, plans, or arrangements to the extent that they do not discriminate in scope, terms, or operation in favor of the named executive officers and that they are generally available to all salaried employees of Agile. The values and descriptions also (1) do not reflect applicable tax withholdings that are applicable to any of the payments set forth in the table and (2) assumes that no payments are subject to reduction to the extent required by the terms of the applicable agreement to account for the application of Sections 280G and 4999 of the Code to such payments.

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The “single-trigger” and “double-trigger” components of the aggregate total compensation amounts for each named executive officer are as follows:

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Continuing Employee Benefits

The Merger Agreement provides that each individual employed by Agile immediately prior to the Closing and terminated within six months following the Effective Time will be entitled to a severance payment in an amount not less than what such individual would have received under any applicable Agile severance policy or individual agreement, including, but not limited to the change in control severance policy or individual employment agreements providing for severance payments described in “Severance Entitlements”. The Merger Agreement also provides that, following the Effective Time, Insud will use its reasonable best efforts to provide continuing Agile employees service credit under Insud benefit plans for service with Agile prior to the Effective Time and to recognize such service as well as coinsurance payments made by such continuing Agile employees prior to the Effective Time.

Indemnification

Each of Agile’s executive officers and directors is entitled to the indemnification and insurance benefits in favor of Agile’s directors and executive officers, as described in more detail in “The Merger Agreement — Indemnification; Directors’ and Officers’ Insurance.”

Section 16 Matters

Agile and the Board have taken, or prior to the Effective Time, will take, all actions reasonably necessary to cause the dispositions of shares of the Company’s capital stock (including derivative securities) in connection with the Merger, by each individual who is a director or officer of Agile and their affiliated entities, in each case that are subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt under Rule 16b-3 under the Exchange Act.

Financing of the Merger

The Merger Agreement is not conditioned upon receipt of financing by Insud. We understand that Insud expects to fund amounts needed for the acquisition of Agile under the Merger Agreement through the use of cash on hand or existing credit facilities. Insud has represented in the Merger Agreement that it has access to, and will cause Merger Sub to have, at the Effective Time and at the Closing, sufficient funds for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including payment of the aggregate Merger Consideration on the Closing Date, and to pay all related fees and expenses required to be paid by Insud or Merger Sub pursuant to the terms of the Merger Agreement.

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Closing and Effective Time of the Merger

The closing of the Merger will take place remotely by electronic exchange of executed agreements and documents and other deliverables, at 8:00 a.m. Eastern Time on a date to be specified by the parties, which will be no later than the third business day after the date the conditions set forth in the Merger Agreement (other than any such conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted, waiver of those conditions at the Closing) have been satisfied or, to the extent permitted, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time, or on such other date as Insud and Agile may mutually agree in writing.

As soon as practicable on the Closing Date, the parties will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware the certificate of merger in such form as required by, and executed in accordance with, Section 251 of the DGCL and will make all other filings or recordings required under the DGCL to consummate the Merger. The Merger will become effective at the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as Insud and Agile agree and specify in the certificate of merger in accordance with the DGCL.

Appraisal Rights

If the Merger is consummated, stockholders who do not wish to accept the applicable merger consideration and who do not vote in favor of the adoption of the Merger Agreement (whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal) are entitled to seek appraisal of their shares of Company Common Stock under Section 262 of the DGCL and, if all procedures and requirements described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their shares of Company Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of shares of Company Common Stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the consideration that such holder of shares of Company Common Stock may otherwise have been entitled to receive under the Merger Agreement. These rights are known as “appraisal rights.” This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Any stockholder intending to exercise appraisal rights for any of his, her or its shares of Company Common Stock must, among other things, properly demand appraisal of its applicable shares before the vote is taken on the Merger Proposal, not vote (either in person or by proxy) in favor of the Merger Proposal, and continue to hold his, her or its shares of Company Common Stock from the date of making the demand for appraisal pursuant to Section 262(d) of the DGCL through the effective date of the Merger.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the consideration that they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their shares of Company Common Stock, following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their shares of Company Common Stock determined under Section 262 could be more than, the same as or less than the consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A copy of Section 262 of the DGCL is attached to this proxy statement as Annex C. This section is intended only as a brief summary of the statutory procedures that a person must follow under the DGCL in order to seek and perfect appraisal rights in connection with the Merger. The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 of the DGCL. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. The following summary does not

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constitute legal or other advice, nor does it constitute a recommendation that persons entitled to appraisal seek to exercise their appraisal rights under Section 262 of the DGCL. Failure to follow precisely the steps required by Section 262 of the DGCL for demanding and perfecting appraisal rights will result in the loss of such rights. A person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration under, and pursuant to the terms of the Merger Agreement (without interest).

A holder of record of shares of Company Common Stock and a beneficial owner who (1) holds or beneficially owns, as applicable, such shares on the day of the making of a demand in accordance with Section 262 of the DGCL and continuously holds or beneficially owns, as applicable, such shares through the effective date of the Merger, (2) has not consented to the Merger in writing or otherwise voted or submitted a proxy in favor of the Merger Proposal or otherwise withdrawn, lost or waived appraisal rights, with respect to the shares of Company Common Stock for which such stockholder or beneficial owner intend to demand appraisal, (3) strictly complies with the procedures under Section 262 of the DGCL, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by Agile, as the surviving corporation in the Merger, and to be set forth on the Chancery List (as defined below), will be entitled to an appraisal by the Delaware Court of Chancery of the fair value of his, her or its shares of Company Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

Section 262 of the DGCL requires that where a proposed merger for which appraisal rights are provided is to be submitted for approval and adoption at a meeting of stockholders, the corporation must notify stockholders as of the applicable record date for notice of such meeting, with respect to shares of stock for which appraisal rights are available, that appraisal rights will be available not less than 20 days before the meeting to vote on the merger agreement. Such notice must include either a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. This proxy statement constitutes Agile’s notice to our stockholders that appraisal rights are available in connection with the Merger, in compliance with the requirements of Section 262 of the DGCL. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 of the DGCL, which is attached to this proxy statement as Annex C. Failure to strictly comply, timely and properly, with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights under the DGCL. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Company Common Stock, Agile encourages stockholders considering exercising such rights consult with their financial advisors and seek the advice of legal counsel.

If you elect to demand appraisal of your shares of Company Common Stock, you must satisfy each of the following conditions: you must deliver to Agile, at the address below, a written demand for appraisal of your shares of Company Common Stock prior to the taking of the vote on the Merger Proposal at the Special Meeting, executed by or on behalf of the holder of record or the beneficial owner, which must (1) reasonably inform us of the identity of the holder of record of such shares who intends to demand appraisal of his, her or its shares (and, for beneficial owners only, such demand is accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by Agile, as the surviving corporation in the Merger, and to be set forth on the Chancery List), and (2) that you intend thereby to demand the appraisal of such shares. In addition, as described above, you must not vote or submit a proxy in favor of the Merger Proposal; you must hold or beneficially own, as applicable, your shares of Company Common Stock continuously through the effective date; and you must comply with the other applicable requirements of Section 262 of the DGCL. Any person who has complied with the applicable requirements of Section 262 of the DGCL and is otherwise entitled to appraisal rights or Agile, as the surviving corporation in the Merger, must file a petition in the Delaware Court of Chancery demanding a determination of the value of the stock of all such person within 120 days after the effective date of the Merger. Agile, as the surviving corporation in the Merger, is under no obligation to file any petition and has no intention of doing so.

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A stockholder of Agile who elects to exercise appraisal rights must mail or deliver his, her or its written demand for appraisal to the following address:

Agile Therapeutics, Inc.

180 Park Avenue, Suite 101
Florham Park, New Jersey, 07932

Attention: Corporate Secretary

A Stockholder who submits a proxy and wishes to exercise appraisal rights must either “ABSTAIN” from voting on the Merger Proposal, submit a proxy containing instructions to vote “AGAINST” the Merger Proposal or attend the Special Meeting and vote “AGAINST” the Merger Proposal; however, voting against or abstaining from voting or failing to vote for the Merger Proposal by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Proposal.

If a holder of record is submitting a demand with respect to shares of Company Common Stock owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner in such capacity, and if the shares of Company Common Stock are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. A holder of record, such as a brokerage firm, bank, trust or other nominee, who holds shares of Company Common Stock as nominee or intermediary for one or more beneficial owners may exercise appraisal rights with respect to shares of Company Common Stock held for one or more beneficial owners while not exercising appraisal rights for other beneficial owners. In that case, the written demand should state the number of shares of Company Common Stock as to which appraisal is sought. Where no number of shares of Company Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Company Common Stock held in the name of the holder of record.

IF YOU HOLD YOUR SHARES OF COMPANY COMMON STOCK THROUGH A BANK, BROKER, TRUST OR OTHER NOMINEE AND YOU WISH TO EXERCISE APPRAISAL RIGHTS THROUGH SUCH BANK, BROKER, TRUST OR OTHER NOMINEE AS THE HOLDER OF RECORD OF SUCH SHARES OF COMPANY COMMON STOCK, YOU SHOULD CONSULT WITH THE BANK, BROKER, TRUST OR OTHER NOMINEE, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER, TRUST OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER, TRUST OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

If the Merger is consummated, within 10 days after the effective date of the Merger, the Surviving Corporation must give written notice to each stockholder of record who has properly made a written demand for appraisal pursuant to Section 262 of the DGCL and who has not voted in favor of or consented to the Merger Proposal, and any beneficial owner who has properly demanded appraisal pursuant to Section 262 of the DGCL, of the date on which the Merger became effective.

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Within 120 days after the effective date of the Merger, but not thereafter, the Surviving Corporation or any person who has properly and timely demanded appraisal and otherwise complied with Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder of record or a beneficial owner, demanding a determination of the fair value of the shares of Company Common Stock held by all persons entitled to appraisal. Agile, as the surviving corporation in the Merger, is under no obligation to file any such petition and there is no present intent on the part of Agile or the Surviving Corporation to file an appraisal petition and persons seeking to exercise appraisal rights should assume that the Surviving Corporation will not file such a petition or initiate any negotiations with respect to the fair value of shares of Company Common Stock entitled to appraisal. Accordingly, persons who desire to have their shares of Company Common Stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL. If, within 120 days after the Effective Time, no petition has been filed as provided in Section 262 of the DGCL, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the Merger Consideration under the Merger Agreement (without interest).

At any time within 60 days after the effective date of the Merger, or thereafter with the written approval of Agile, as the surviving corporation in the Merger, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw such person’s demand for appraisal and accept the Merger Consideration specified by the Merger Agreement for that person’s shares of Company Common Stock, without interest, by delivering to the Surviving Corporation a written withdrawal of the demand for appraisal. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the Merger Consideration specified by the Merger Agreement (without interest) for that person’s shares of Company Common Stock within 60 days after the effective date of the Merger. Except with respect to any person who withdraws such person’s demand in accordance with the proviso in the immediately preceding sentence, if the Surviving Corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to such person, the person will be entitled to receive only the fair value of such person’s shares of Company Common Stock determined by the Delaware Court of Chancery in any such appraisal proceeding, which value could be less than, equal to or more than the Merger Consideration offered pursuant to the Merger Agreement.

In addition, within 120 days after the effective date of the Merger, but not thereafter, any person who has theretofore complied with the applicable provisions of Section 262 of the DGCL will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares of Company Common Stock not consented in writing or otherwise voted in favor of the Merger Proposal and with respect to which demands for appraisal were received and the aggregate number of holders or beneficial owners of such shares (provided that, where a beneficial owner makes a demand pursuant to Section 262 of the DGCL, on his, her or its own behalf, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement must be given to the requesting person within 10 days after the written request therefor has been received by the Surviving Corporation or within 10 days after the expiration of the period for the delivery of demands for appraisal as described above, whichever is later.

Upon the filing of a petition by a stockholder or beneficial owner, service of a copy of such petition shall be made upon the Surviving Corporation. The Surviving Corporation shall be required to, within 20 days after such service, file in the office of the Delaware Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal of their shares of Company Common Stock and with whom the Surviving Corporation has not reached agreements as to the value of such shares (the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court of Chancery, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the Surviving Corporation and to all such persons set forth on the Chancery List.

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If a petition for an appraisal is timely filed by a person, at the hearing on such petition, the Delaware Court of Chancery will determine which persons have complied with Section 262 of the DGCL and have become entitled to appraisal rights provided thereby. The Delaware Court of Chancery may require the persons who have demanded an appraisal of their shares of Company Common Stock and who hold such shares represented by certificates to submit their certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

Upon application by the Surviving Corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List and may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262 of the DGCL.

Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court of Chancery shall determine the fair value of shares of Company Common Stock taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the effective date of the Merger through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares of Company Common Stock as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

When the fair value of the shares of Company Common Stock is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same. Payment will be made to each such person upon such terms and conditions as the Delaware Court of Chancery may order.

Although Agile believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Moreover, the Surviving Corporation does not anticipate offering more than the Merger Consideration to any person exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of the relevant shares is less than the Merger Consideration and to make a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL.

In determining “fair value,” the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. The Delaware Supreme Court has indicated that transaction price is one of the relevant factors the Delaware Court of Chancery may consider in determining “fair value” and that absent deficiencies in the sale process the transaction price should be given “considerable weight.” Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment

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or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value of all shares of Company Common Stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court of Chancery are subject to appellate review by the Delaware Supreme Court.

From and after the effective date of the Merger, any person who has duly demanded appraisal in compliance with Section 262 of the DGCL will not be entitled to vote for any purpose any shares of Company Common Stock subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to the Effective Time.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.

Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder’s or beneficial owner’s statutory appraisal rights.

Material U.S. Federal Income Tax Consequences of the Merger to Holders of Shares of Company Common Stock

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to holders of shares of Company Common Stock whose shares of Company Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to holders that hold their shares of Company Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary of material U.S. federal income tax consequences is not a complete description of all potential U.S. federal income tax consequences of the Merger. This summary does not describe any of the tax consequences arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., state, gift or alternative minimum tax, the Medicare net investment income surtax, or any withholding considerations under the Foreign Account Tax Compliance Act (including regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith)). In addition, this summary does not address the U.S. federal income tax consequences to holders of shares of Company Common Stock that exercise appraisal rights under the DGCL. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder or both, as the context may require.

This discussion is for general information only and does not address all of the U.S. federal income tax considerations that may be relevant to holders in light of their particular facts and circumstances, including, but not limited to:

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If a partnership (including an entity or arrangement classified as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Company Common Stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership and certain determinations made at the partner level. Partnerships holding shares of Company Common Stock and partners therein should consult their tax advisors regarding the particular tax consequences to them of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR OTHER TAX LAWS.

U.S. Holders

For purposes of this proxy statement, a “U.S. Holder” is a beneficial owner of shares of Company Common Stock who or that is, or is treated as, for U.S. federal income tax purposes:

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The receipt of cash by a U.S. Holder in exchange for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares of Company Common Stock surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis in its shares of Company Common Stock generally will equal the amount that such U.S. Holder paid for the shares of Company Common Stock. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares of Company Common Stock is more than one year at the time of the consummation of the Merger. If a U.S. Holder acquired different blocks of shares of Company Common Stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of shares of Company Common Stock. A reduced tax rate on capital gains generally will apply to long-term capital gains of non-corporate U.S. Holders, including individuals. There are limitations on the deductibility of capital losses.

Payments made to a U.S. Holder in exchange for shares of Company Common Stock pursuant to the Merger may be subject to information reporting to the IRS and backup withholding at a rate of 24%. To avoid backup withholding on such payments, U.S. Holders that do not otherwise establish an exemption must complete and return to the exchange agent a properly executed IRS Form W-9 certifying under penalties of perjury that such holder is a United States person for U.S. federal income tax purposes, that the taxpayer identification number provided is correct and that such holder is not subject to backup withholding. Certain types of U.S. Holders (including, with respect to certain types of payments, corporations) generally are not subject to backup withholding or information reporting rules.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. Holder pursuant to the Merger under the backup withholding rules generally will be allowed as a refund or a credit against such U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Non-U.S. Holders

For purposes of this proxy statement, the term “Non-U.S. Holder” means a beneficial owner of shares of Company Common Stock that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Non-U.S. Holders should consult their tax advisors to determine the U.S. federal, state, local, non-U.S. and other tax consequences that may be relevant to them in light of their particular circumstances.

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

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With respect to the third bullet point above, Agile believes it is not currently, has not been during the preceding five years and prior to or at the time of the Merger does not expect to become a USRPHC. Because the determination of whether Agile is a USRPHC depends, however, on the fair market value of its USRPIs relative to the fair market value of its non-U.S. real property interests and other business assets, there can be no assurance Agile is not a USRPHC. Even if Agile is a USRPHC, gain arising from the sale or other taxable disposition of Agile common stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if Agile common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market and such Non- U.S. Holder owned, actually and constructively, 5% or less of Agile common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Payments made to Non-U.S. Holders in exchange for shares of Company Common Stock pursuant to the Merger may be subject to information reporting to the IRS and backup withholding at a rate of 24%. Non-U.S. Holders generally can avoid backup withholding by providing the exchange agent with the applicable and properly completed and executed IRS Form W-8 certifying the holder’s non-U.S. status or by otherwise establishing an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Delisting and Deregistration of the Shares of Company Common Stock

If the Merger is consummated, following the Effective Time, the shares of Company Common Stock will cease trading on the OTCQB and will be deregistered under the Exchange Act. As such, we would no longer file periodic reports with the SEC.

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THE MERGER AGREEMENT

The following summary describes certain material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about Agile contained in this proxy statement or in Agile’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Agile contained in the Merger Agreement and described in this summary. The representations, warranties, covenants, and agreements made in the Merger Agreement by Agile and Insud were qualified and subject to important limitations agreed to by Agile and Insud in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations, warranties, covenants, and agreements contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations, warranties, covenants, and agreements were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right to not close the Merger if the representations and warranties of the other party prove to be untrue (or such covenants and agreements were not complied with), due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations, warranties, covenants, and agreements may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by disclosures contained in the disclosure schedules delivered by Agile to Insud in connection with the Merger Agreement, which disclosures are not reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement, and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement or in the respective public filings made by Agile with the SEC. For the foregoing reasons, the representations, warranties, covenants, and agreements and any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of Agile, Insud or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this proxy statement or incorporated by reference into this proxy statement.

Additional information about Agile may be found elsewhere in this proxy statement and Agile’s other public filings. See “Where You Can Find More Information” beginning on page 111 of this proxy statement.

When the Merger Becomes Effective

The closing of the Merger will take place remotely by electronic exchange of executed agreements and documents and other deliverables, at 8:00 a.m. Eastern Time on a date to be specified by the parties, which shall be no later than the third business day after the date the conditions set forth in the Merger Agreement (other than any such conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted, waiver of those conditions at the Closing) have been satisfied or, to the extent permitted, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time, or on such other date as Insud and Agile may mutually agree in writing.

As soon as practicable on the Closing Date, the parties will cause the Merger to be consummated by filing the certificate of merger with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with, Section 251 of the DGCL and will make all other filings or recordings required under the DGCL to consummate the Merger. The Merger will become effective at such time as the certificate of merger is duly filed with

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such Secretary of State of the State of Delaware, or at such later time as Insud and Agile shall agree in writing and specified in the certificate of merger in accordance with the DGCL.

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

At the Effective Time, on the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, Merger Sub will be merged with and into Agile, with Agile surviving the Merger as a wholly owned indirect subsidiary of Insud. At the Effective Time, the certificate of incorporation of the Surviving Corporation will be amended and restated in its entirety as set forth on Exhibit A of the Merger Agreement and such amended and restated certificate of incorporation will be the certificate of incorporation of the Surviving Corporation until thereafter amended, restated or amended and restated as provided therein and under the DGCL. The bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will be the bylaws of the Surviving Corporation, except that references to Merger Sub’s name will be replaced with references to the Surviving Corporation’s name, until thereafter amended, restated or amended and restated as provided therein and under the DGCL.

The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the initial directors of the Surviving Corporation and will serve until the earlier of their resignation, removal or death or until their respective successors have been duly elected or appointed and qualified, as the case may be.

The officers of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the initial officers of the Surviving Corporation and will serve until the earlier of their resignation, removal or death or until their respective successors have been duly elected or appointed and qualified, as the case may be.

Effect of the Merger on the Shares of Company Common Stock

At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be cancelled and cease to exist and will be converted automatically into the right to receive an amount in cash equal to $1.52 per share, without interest.

Each share of Company Common Stock held in the treasury of Agile and each share of Company Common Stock owned by Insud or Merger Sub or any direct or indirect wholly owned Subsidiary of Insud or Agile immediately prior to the Effective Time will automatically be cancelled without any conversion thereof and will cease to exist and no payment or distribution will be made. As of the date hereof, no such shares of Company Common Stock exist.

In the event that, during the Pre-Closing Period, the number of outstanding shares of Company Common Stock or securities convertible into or exchangeable or exercisable for shares of Company Common Stock changes into a different number of shares or securities or a different class, including as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer or other similar transaction, then the Merger Consideration and any other amounts payable pursuant to the Merger Agreement will be equitably adjusted, without duplication, to reflect such change.

Treatment of Equity Awards and the Stock Plans

Options. Under the Merger Agreement, each outstanding and unexercised Agile stock option will, to the extent unvested, become fully vested and exercisable immediately prior to, and contingent upon, the Effective Time. Because none of the Agile stock options are In The Money Options, such Agile stock options will be cancelled with no consideration payable in respect thereof.

Restricted Stock Units. Under the Merger Agreement, at the Effective Time, each Agile RSU that is outstanding immediately prior to the Effective Time will be cancelled and converted automatically into the right to receive a payment in cash (without interest and subject to any applicable withholding or other taxes required by applicable law) equal to the RSU Consideration for such Agile RSU.

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Stock Plans. Under the Merger Agreement, as of the Effective Time, all Stock Plans (as defined in the Merger Agreement) and all outstanding equity and equity-based awards granted thereunder will terminate, and no further shares of Company Common Stock, Agile stock options, Agile RSUs, equity interests or other rights with respect to shares of stock of Agile will be granted under the Stock Plans. Promptly following , 2024, Agile and the Board (or, if appropriate, any committee thereof) will adopt appropriate resolutions and take all other actions necessary, prior to the Effective Time, to effect the treatment of the Agile stock options, Agile RSUs, and Agile warrants and termination of the Stock Plans, as applicable, under the Merger Agreement.

Treatment of Company Warrants

In connection with entering into the Merger Agreement, as described above on June 25, 2024, the holders of an aggregate of approximately 95% of the outstanding Company Warrants signed a cash-out acknowledgment and cancellation agreement dated as of June 25, 2024 (the “Warrant Cash-Out Agreement”). In the Warrant Cash-Out Agreement, the relevant warrant holders agreed to terminate and cancel all of their outstanding warrants in exchange for the right to receive a cash payment (the “Cash Payment”), which in aggregate totals approximately $10.6 million. The Cash Payment is conditioned upon the consummation of the Merger and shall occur immediately following the Merger, upon receipt from such warrant holder of the original warrants for cancellation, as well as applicable executed IRS withholding forms. The Cash Payment will be a full and final satisfaction of all of the of the Company’s obligations to the warrant holders under the outstanding Company Warrants. The Warrant Cash-Out Agreement contains a release of claims against the Company, Insud and Merger Sub related to the warrant holder’s ownership of the Company Warrants.

Pursuant to the Merger Agreement, the Company is obligated to use its best efforts (without requiring any incremental payment to the holder of any Company Warrant prior to the Closing Date) to cause each holder of Company Warrants to execute an agreement, in form and substance reasonably acceptable to Insud and substantially identical to the Warrant Cash-Out Agreement, providing for the termination and cancellation of such Company Warrants in exchange for the payment by the Company of a cash payment specified therein to such holder following the Effective Time. In the event the holder of any Company Warrant does not enter into such a substantially identical cancellation agreement or elect to exercise its rights to settlement under any “Fundamental Transaction” provisions of the relevant Company Warrant (which is expected to be approximately equal to the cash payment proposed to be included in such substantially identical cancellation agreement) prior to the Closing Date or within 30 days thereafter, such Company Warrant will continue to be outstanding, but represent only the right to the difference (if any) between the applicable exercise price and the Common Stock Merger Consideration. If the Merger Agreement is terminated and the Merger does not occur for any reason, this cash-out option will expire, and the terms of each warrant will continue in effect.

Appraisal Shares

The Merger Agreement provides that Appraisal Shares will not be converted into the right to receive Merger Consideration, but instead will entitle the holder to payment for such Appraisal Shares in accordance with and to the extent provided by Section 262 of the DGCL. If any holder of Appraisal Shares fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 of the DGCL, such Appraisal Shares will automatically be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration pursuant to the Merger Agreement (without interest).

Payment for Shares of Company Common Stock

At or promptly following the Effective Time, Insud will make a deposit, or cause to be deposited, with a paying agent designated by Insud that is acceptable to Agile, for payment to and for the benefit of holders of shares of Company Common Stock (other than any Excluded Shares) pursuant to the provisions of the Merger Agreement, cash in an amount equal to the aggregate consideration to which such stockholders are entitled under the Merger Agreement.

As promptly as practicable (but no later than two business days) after the Effective Time, Insud and the Surviving Corporation will cause the paying agent to mail to each holder of record of a certificate representing any shares of Company Common Stock (each a “Certificate”) whose shares were converted into the right to receive the Merger Consideration: (1) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and

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