As filed with the Securities and Exchange Commission on March 9, 2016
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AGILE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
23-2936302 |
(State or other jurisdiction |
|
(IRS Employer Identification No.) |
of incorporation or organization) |
|
|
101 Poor Farm Road
Princeton, New Jersey 08540
(Address of principal executive offices) (Zip Code)
Agile Therapeutics, Inc. 2014 Incentive Compensation Plan
(Full title of the Plans)
Alfred Altomari
Chief Executive Officer
Agile Therapeutics, Inc.
101 Poor Farm Road
Princeton, New Jersey 08540
(Name and address of agent for service)
(609) 683-1880
(Telephone number, including area code, of agent for service)
Copies to:
Steven M. Cohen
Emilio Ragosa
Morgan, Lewis & Bockius LLP
502 Carnegie Center
Princeton, New Jersey 08540
Telephone: (609) 919-6600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
Accelerated filer x |
Non-accelerated filer o |
Smaller reporting company o |
(Do not check if a smaller reporting company) |
|
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
| |||
Title of Securities to be Registered (1) |
|
Amount to be |
|
Proposed Maximum |
|
Proposed Maximum |
|
Amount of |
| |||
Common stock, $0.0001 par value, to be issued pursuant to the Registrants 2014 Incentive Compensation Plan |
|
892,625 shares |
|
$ |
5.94 |
|
$ |
5,302,193 |
|
$ |
534 |
|
(1) This registration statement (the Registration Statement) covers shares of the Registrants common stock, $0.0001 par value per share (Common Stock), which are issuable pursuant to the Registrants 2014 Incentive Compensation Plan (the 2014 Plan).
(2) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2014 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrants receipt of consideration which results in an increase in the number of the outstanding shares of Registrants Common Stock.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended (the 1933 Act), on the basis of the average of the high and low prices per share of Registrants Common Stock on March 2, 2016 as reported by The NASDAQ Stock Market.
PART II
Information Required in the Registration Statement
This Registration Statement relates to the registration of an additional 892,625 shares (the Shares) of the common stock, par value $0.0001 per share, of Agile Therapeutics, Inc. (the Registrant). The Shares are securities of the same class and relate to the same employee benefit plan, the 2014 Incentive Compensation Plan, as those registered pursuant to the Registrants registration statements on Form S-8, previously filed with the Securities and Exchange Commission on October 17, 2014 and June 19, 2015. In accordance with General Instruction E of Form S-8, the contents of the Registrants registration statements on Form S-8 (File Nos. 333-199441 and 333-205116) filed with the Securities and Exchange Commission on October 17, 2014 and June 19, 2015, respectively, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.
Item 8. Exhibits
Exhibit Number |
|
Exhibit | |
|
|
|
|
|
5.1 |
|
Opinion and Consent of Morgan, Lewis & Bockius LLP. |
|
23.1 |
|
Consent of Morgan, Lewis & Bockius LLP is contained in Exhibit 5.1. |
|
23.2 |
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
|
24 |
|
Power of Attorney. Reference is made to page 3 of this Registration Statement. |
|
99.1 |
|
Agile Therapeutics, Inc. 2014 Incentive Compensation Plan and form of Stock Option Agreement, form of Non-Employee Director Stock Option Agreement and form of Restricted Stock Unit Issuance Agreement thereunder. (Incorporated by reference, Exhibit 10.4 to Registrants Third Amendment of Registration Statement on Form S-1, file number 333-194621, filed on May 9, 2014.) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey on this 9th day of March, 2016.
|
AGILE THERAPEUTICS, INC. | |
|
| |
|
| |
|
By: |
/s/ ALFRED ALTOMARI |
|
|
Alfred Altomari |
|
|
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below constitutes and appoints Alfred Altomari, Chief Executive Officer, and Scott M. Coiante, Chief Financial Officer, and each of them, as such persons true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
|
|
|
/s/ ALFRED ALTOMARI |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
March 9, 2016 |
Alfred Altomari |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT M. COIANTE |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
March 9, 2016 |
Scott M. Coiante |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ KAREN HONG |
|
Director |
|
March 9, 2016 |
Karen Hong, Ph.D |
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
|
|
|
/s/ JOHN HUBBARD |
|
Director |
|
March 9, 2016 |
John Hubbard, Ph.D |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ABHIJEET LELE |
|
Director |
|
March 9, 2016 |
Abhijeet Lele |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM T. MCKEE |
|
Director |
|
March 9, 2016 |
William T. McKee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ AJIT S. SHETTY |
|
Director |
|
March 9, 2016 |
Ajit S. Shetty, Ph.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JAMES TURSI |
|
Director |
|
March 9, 2016 |
James Tursi, M.D. |
|
|
|
|
EXHIBIT INDEX
Exhibit Number |
|
Exhibit | |
|
|
|
|
|
5.1 |
|
Opinion and Consent of Morgan, Lewis & Bockius LLP. |
|
23.1 |
|
Consent of Morgan, Lewis & Bockius LLP is contained in Exhibit 5.1. |
|
23.2 |
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
|
24 |
|
Power of Attorney. Reference is made to page 3 of this Registration Statement. |
|
99.1 |
|
Agile Therapeutics, Inc. 2014 Incentive Compensation Plan and form of Stock Option Agreement, form of Non-Employee Director Stock Option Agreement and form of Restricted Stock Unit Issuance Agreement thereunder. (Incorporated by reference, Exhibit 10.4 to Registrants Third Amendment of Registration Statement on Form S-1, file number 333-194621, filed on May 9, 2014.) |
EXHIBIT 5.1
OPINION AND CONSENT OF MORGAN, LEWIS & BOCKIUS LLP
March 9, 2016
Agile Therapeutics, Inc.
101 Poor Farm Road
Princeton, New Jersey 08540
Re: Agile Therapeutics, Inc. - Registration Statement on Form S-8 for 892,625 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Agile Therapeutics, Inc., a Delaware corporation (the Company), in connection with the registration on Form S-8 (the Registration Statement) under the Securities Act of 1933, as amended, of 892,625 shares of Common Stock (the Shares) under the Companys 2014 Incentive Compensation Plan (the 2014 Plan).
This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Companys charter documents and the corporate proceedings taken by the Company in connection with the establishment and implementation of the 2014 Plan. Based on such review, we are of the opinion that, if, as and when the Shares have been issued and sold (and the consideration therefor received) pursuant to the (a) provisions of option agreements duly authorized under the 2014 Plan and in accordance with the Registration Statement, or (b) duly authorized restricted stock units or other stock-based awards under the 2014 Plan and in accordance with the Registration Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. In giving the opinion set forth in this letter, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission thereunder.
This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the 2014 Plan or the Shares.
|
Very truly yours, |
|
|
|
|
|
/s/ MORGAN, LEWIS & BOCKIUS LLP |
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Agile Therapeutics, Inc. 2014 Incentive Compensation Plan of our report dated March 9, 2016, with respect to the financial statements of Agile Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Metro Park, New Jersey
March 9, 2016