10-Q 1 agrx-20210331x10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

⌧	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

◻	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-36464

Agile Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	23-2936302
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

101 Poor Farm Road

Princeton, New Jersey 08540

(Address including zip code of principal executive offices)

(609) 683-1880

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of exchange on which registered:
Common stock, par value $0.0001 per share	AGRX	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ◻	Accelerated filer ◻

Non-accelerated filer ⌧	Smaller reporting company ⌧

	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. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No ⌧

There were 88,263,741 shares of the registrant’s common stock, $0.0001 par value, outstanding as of April 30, 2021.


PART I: FINANCIAL INFORMATION	6
Item 1. Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	33
Item 4. Controls and Procedures	33

PART II: OTHER INFORMATION
Item 1. Legal Proceedings	33
Item 1A. Risk Factors	34
Item 6. Exhibits	34


	March 31,		December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	16,464	$	14,463
Marketable securities		23,647		40,008
Accounts receivable, net		322		865
Inventory		1,590		—
Prepaid expenses and other current assets		1,651		1,449
Total current assets		43,674		56,785
Property and equipment, net		13,801		14,243
Right of use asset		106		138
Other non-current assets		1,896		1,896
Total assets	$	59,477	$	73,062

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	5,944	$	3,867
Accrued expenses		2,737		3,348
Lease liability, current portion		106		138
Total current liabilities		8,787		7,353

Long-term debt		15,636		16,381
Total liabilities		24,423		23,734
Commitments and contingencies (Note 12)
Stockholders’ equity
Common stock, $.0001 par value, 150,000,000 shares authorized, 88,263,741 and 87,563,753 issued and outstanding at March 31, 2021 and December 31, 2020, respectively		9		9
Additional paid-in capital		364,396		361,539
Accumulated other comprehensive income		—		3
Accumulated deficit		(329,351)		(312,223)
Total stockholders’ equity		35,054		49,328
Total liabilities and stockholders’ equity	$	59,477	$	73,062


	Three Months Ended
	March 31,
	2021		2020

Revenues, net	$	116	$	—
Cost of product revenues		1,161		—
Gross profit (loss)		(1,045)		—

Operating expenses:
Research and development	$	2,113	$	3,164
Selling and marketing		9,163		1,742
General and administrative		3,901		2,711
Total operating expenses		15,177		7,617
Loss from operations		(16,222)		(7,617)

Other income (expense)
Interest income		16		132
Interest expense		(922)		(398)
Total other income (expense), net		(906)		(266)
Loss before benefit from income taxes		(17,128)		(7,883)
Benefit from income taxes		—		—
Net loss	$	(17,128)	$	(7,883)

Net loss per share (basic and diluted)	$	(0.20)	$	(0.10)

Weighted-average common shares (basic and diluted)		87,625,990		76,652,190

Comprehensive loss:
Net loss	$	(17,128)	$	(7,883)
Other comprehensive income:
Unrealized loss on marketable securities		(3)		—
Comprehensive loss	$	(17,131)	$	(7,883)


	Common Stock			Additional		Accumulated				Total
	Number of			Paid-in		Other Comprehensive		Accumulated		Stockholders'
	Shares	Amount		Capital		Income		Deficit		Equity
Balance December 31, 2020	87,563,753	$	9	$	361,539	$	3	$	(312,223)	$	49,328
Share-based compensation - stock options and RSUs	—		—		742		—		—		742
Issuance of common stock pursuant to at-the market stock sales, net of expenses	520,937		—		960		—		—		960
Issuance of common stock upon exercise of stock options	126,400		—		75		—		—		75
Vesting of RSUs	52,651		—		—		—		—		—
Warrants issued in connection with long-term debt	—		—		1,080		—		—		1,080
Unrealized net gain on marketable securities	—		—		—		(3)		—		(3)
Net loss	—		—		—		—		(17,128)		(17,128)
Balance March 31, 2021	88,263,741	$	9	$	364,396	$	—	$	(329,351)	$	35,054


	Level 1		Level 2		Level 3
March 31, 2021
Assets:
Cash and cash equivalents	$	16,464	$	—	$	—
Marketable securities		—		23,647		—
Total assets at fair value	$	16,464	$	23,647	$	—


			Gross Unrealized
	Amortized							Fair
	Cost		Gains			Losses		Value
March 31, 2021

U.S. government obligations (maturing in one year or less)	$	7,037	$	2	$	—	$	7,039
Corporate debt securities (maturing in one year or less)		16,610		—		(2)		16,608
Total marketable securities	$	23,647	$	2	$	(2)	$	23,647


2021	$	113
Total	$	113
Less: Interest		(7)
Present value of lease liability	$	106


	March 31,
	2021
Notes payable	$	20,000
Debt issuance costs		(759)
Warrant discount		(3,605)
Long-term debt	$	15,636


	Unrealized
	Gain on
	Marketable
	Securities
Balance December 31, 2020	$	3
Other comprehensive income		(3)
Balance March 31, 2021	$	—

SEC Form 10-Q filed by Agile Therapeutics, Inc.