Item 1.
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Security and Issuer
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This Amendment No. 2 (this “Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2014 as previously amended by Amendment No. 1 on March 9, 2016, relates to the Common Stock, $0.0001 par value (the “Common Stock”) of Agile Therapeutics, Inc., a Delaware corporation (the “Issuer”) and is being filed to amend the Schedule 13D as specifically set forth below. The principal executive office of the Issuer is located at 101 Poor Farm Road, Princeton, New Jersey 08540.
Unless otherwise indicated, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D, and unless otherwise amended hereby, all information previously filed remains in effect.
Item 2.
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Identity and Background
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No material change.
Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended and replaced with the following:
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 2,583,797 shares of Common Stock, consisting of (i) 838,498 shares of Common Stock issued upon the conversion of (x) 566,667 shares of Series C Preferred Stock of the Issuer into 793,334 shares of Common Stock and (y) subordinated promissory notes of the Issuer into 45,164 shares of Common Stock at the closing of the Issuer’s initial public offering of Common Stock (“IPO”) on May 22, 2014 (the conversion of the Series C Preferred Stock and the promissory notes collectively referred to herein as, the “Conversion”), (ii) 933,333 shares of Common Stock, which were acquired on May 23, 2014 in the IPO at a price of $6.00 per share and (iii) 811,966 shares of Common Stock, which were acquired on January 23, 2015 in a private placement at a price of $5.85 per share. In addition, Messrs. Elms, Schiff and Purcell directly or indirectly hold 961, 1,879 and 460 shares of Common Stock, respectively, in addition to the shares of Common Stock held indirectly through Aisling. Pursuant to the regulations promulgated under Section 13(d) of the Act, each of the Reporting Persons constitute members of a group and may be deemed to beneficially own an aggregate of 2,587,097 shares of Common Stock owned by the group, constituting approximately 9.0% of the outstanding shares of Common Stock. The source of the purchase price for the Common Stock was capital contributions from the partners of Aisling. No borrowed funds were used in the purchase of the Common Stock.
Item 4.
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Purpose of Transaction
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No material change.
CUSIP No. 00847L100
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SCHEDULE 13D
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Page 9 of 11
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Item 5.
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Interest in Securities of the Issuer
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Item 5 is amended and restated in its entirety as follows:
(a),(b)
Reporting Person
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Sole Voting
and Dispositive
Power
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Shared Voting
and Dispositive
Power
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Total Shares
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% Ownership
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Aisling Capital III, LP
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2,583,797
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0
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2,583,797
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9.0
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Aisling Capital Partners III, LP
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2,583,797
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0
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2,583,797
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9.0
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Aisling Capital Partners III LLC
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2,583,797
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0
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2,583,797
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9.0
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Steve Elms
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961
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2,583,797
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2,584,758
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9.0
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Dennis Purcell
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1,879
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2,583,797
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2,585,676
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9.0
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Andrew Schiff
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460
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2,583,797
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2,584,257
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9.0
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The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 28,742,719 shares of Common Stock issued and outstanding, as of May 5, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on May 9, 2016. Pursuant to the regulations promulgated under Section 13(d) of the Act, each of the Reporting Persons constitute members of a group and may be deemed to beneficially own an aggregate of 2,587,097 shares of Common Stock owned by the group, constituting approximately 9.0% of the outstanding shares of Common Stock.
CUSIP No. 00847L100
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SCHEDULE 13D
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Page 10 of 11
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(c) On June 2, 2016, Aisling distributed 400,000 shares of Common Stock to its general and limited partners on a pro rata basis. Of the 400,000 Shares distributed by Aisling, Aisling Partners received its pro rata interest of 2,290 Shares, which it immediately distributed to its general and limited partners, Aisling including Aisling Partners GP and Dennis Purcell, Dr. Andrew Schiff and Steve Elms. Of the 2,290 Shares distributed by Aisling Partners, Aisling Partners GP received its pro rata interest of 9 Shares, which it immediately distributed to its members, including Messrs. Elms, Purcell and Schiff. As a result of such distributions by Aisling, Aisling Partners and Aisling Partners GP, Messrs. Elms, Purcell and Schiff received (and now directly or indirectly hold) the number of shares of Common Stock set forth in the table below, in addition to the Shares held indirectly through Aisling.
Reporting Person
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Number of Shares of
Common Stock
Distributed
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Steve Elms
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961
(1)
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Dennis Purcell
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1,879
(2)
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Andrew Schiff
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460
(3)
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(1)
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Consists of 768 shares of Common Stock held directly by Mr. Elms and 193 shares of Common Stock held indirectly through a family trust.
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(2)
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Consists of 1,629 shares of Common Stock held directly by Mr. Purcell and 250 shares of Common Stock held indirectly through a family trust and Aisling Capital LLC.
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(3)
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Consists of 425 shares of Common Stock held directly by Mr. Schiff and 35 shares of Common Stock held indirectly through a family trust.
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(d) The partners of Aisling have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the account of Aisling in accordance with their ownership interests in Aisling.
(e) Not applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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No material change.
Item 7.
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Material to be Filed as Exhibits
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Exhibit 2:
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Fifth Amended and Restated Registration Rights Agreement, dated as of July 18, 2012, by and among the Issuer and the parties listed therein, as modified by the Amendment to Registration Rights Agreement, dated as of May 5, 2014, by and among the Issuer and the parties listed therein (incorporated herein by reference to Exhibit 4.2 to the Form S-1/A filed by the Issuer on May 9, 2014 (File No. 333-194621)).
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Exhibit 3:
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Joint Filing Agreement dated as of May 30, 2014, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
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CUSIP No. 00847L100
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SCHEDULE 13D
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Page 11 of 11
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 3, 2016
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AISLING CAPITAL III, LP
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By:
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Aisling Capital Partners III, LP
General Partner
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By:
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Aisling Capital Partners III LLC
General Partner
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By:
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/s/ Dennis Purcell
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Name: Dennis Purcell
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Title: Managing Member
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AISLING CAPITAL PARTNERS III, LP
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By:
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Aisling Capital Partners III LLC
General Partner
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By:
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/s/ Dennis Purcell
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Name: Dennis Purcell
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Title: Managing Member
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AISLING CAPITAL PARTNERS III LLC
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By:
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/s/ Dennis Purcell
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Name: Dennis Purcell
Title: Managing Member
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/s/
Steven Elms
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Steven Elms
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/s/ Dennis Purcell
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Dennis Purcell
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/s/ Andrew Schiff
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Andrew Schiff
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Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).