13D Filing: Aisling Capital III LP and Agile Therapeutics Inc (AGRX)

This Amendment No. 5 (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, by Amendment No. 2 on June 3, 2016, by Amendment No. 3 on September 30, 2016 and by Amendment No.4 on October 3, 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. This  Amendment No. 5 is being filed to report that, as of immediately following the transactions described in Item 5(c) below, the Reporting Persons ceased to beneficially own more than 5% of the Common Stock of the Issuer.

No material change.

Item 3 is hereby amended and restated in its entirety as follows:

As of the date hereof, each of the Reporting Persons together constitute a group under Section 13(d) of the Act and may be deemed to beneficially own 1,304,933 shares of Common Stock, consisting of (i) 338,578 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) 154,389 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.

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.

No material change.