UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(D)
of the Securities Exchange Act of 1934
June 8, 2023
Date of report (Date of earliest event reported)
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Agile Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-36464 | 23-2936302 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) |
500 College Road East, Suite 310 Princeton, New Jersey (Address of principal executive offices) | 08540 (Zip Code) |
Registrant's telephone number, including area code (609) 683-1880 (Former name or former address, if changed since last report) ________________________ |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.0001 per share | AGRX | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2023 annual meeting of stockholders (the “Annual Meeting”) of Agile Therapeutics, Inc. (the “Company”) held on June 8, 2023, the following proposals were submitted to the stockholders of the Company:
Proposal 1:The election of one director to serve as a Class III director until the Company’s 2026 annual meeting of stockholders and until her successor is duly elected and qualified.
Proposal 2:Approval, on a non-binding advisory basis, of the 2022 compensation of our named executive officers.
Proposal 3:Approval of the Agile Therapeutics, Inc. 2023 Equity Incentive Plan.
Proposal 4:The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
For more information about the foregoing proposals, see the proxy statement filed by the Company with the Securities and Exchange Commission on April 28, 2023. Of the 947,399 shares of the Company’s common stock entitled to vote at the Annual Meeting, 362,267, or approximately 38.23% were represented at the meeting virtually in person or by proxy, constituting a quorum. The number of votes cast for, against, or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:
Proposal 1:Election of Directors.
The Company’s stockholders elected the following one (1) director to serve as a Class III director until the Company’s 2026 annual meeting of stockholders and until her successor is duly elected and qualified. The votes regarding the election of the director were as follows:
Votes For | Votes Withheld | Broker Non-Votes | ||||||
Director | ||||||||
Sharon Barbari | 72,597 | 22,414 | 267,256 |
Proposal 2:Advisory Non-Binding Vote on 2022 Executive Compensation.
The Company’s stockholders approved, on a non-binding advisory basis, the 2022 compensation of our named executive officers. The votes regarding this proposal were as follows:
Votes Against | Votes Abstaining | Broker Non-Votes | ||||||
Votes For | ||||||||
52,750 | 41,272 | 989 | 267,256 |
Proposal 3: | Approval of the Agile Therapeutics, Inc. 2023 Equity Incentive Plan. |
The Company’s stockholders approved the Agile Therapeutics, Inc. 2023 Equity Incentive Plan. The votes regarding this proposal were as follows:
Votes Against | Votes Abstaining | Broker Non-Votes | ||||||
Votes For | ||||||||
60,162 | 32,005 | 2,844 | 267,256 |
Proposal 4: Ratification of Appointment of Ernst & Young LLP.
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding this proposal were as follows:
Votes Against | Votes Abstaining | ||||||
Votes For | |||||||
310,321 | 51,062 | 884 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Agile Therapeutics, Inc. | |
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Dated: June 8, 2023 | By: | /s/ Alfred Altomari |
| Name: | Alfred Altomari |
| Title: | Chairperson and Chief Executive Officer |