Agile Therapeutics Inc (NASDAQ:AGRX): Joseph Edelman’s Perceptive Advisors filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Perceptive Advisors | 0 | 3,380,000 | 0 | 3,380,000 | 3,380,000 | 9.9% |
| Joseph Edelman | 0 | 3,380,000 | 0 | 3,380,000 | 3,380,000 | 9.9% |
| Perceptive Life Sciences Master Fund, Ltd | 0 | 3,380,000 | 0 | 3,380,000 | 3,380,000 | 9.9% |
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Page 1 of 8 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Agile
Therapeutics, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
00847L 10 0
(CUSIP
Number)
December 22, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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Page 2 of 8 – SEC Filing
CUSIP No. 00847L 10 0
| 1 | NAMES OF Perceptive Advisors LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 3,380,000 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 3,380,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,380,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 9.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE IA | |||||
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Page 3 of 8 – SEC Filing
CUSIP No. 00847L 10 0
| 1 | NAMES OF Joseph Edelman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 3,380,000 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 3,380,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,380,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 9.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE IN | |||||
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Page 4 of 8 – SEC Filing
CUSIP No. 00847L 10 0
| 1 | NAMES OF Perceptive Life Sciences Master Fund, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 3,380,000 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 3,380,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,380,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 9.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE CO | |||||
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Page 5 of 8 – SEC Filing
| Item 1(a). | Name of Issuer: |
Agile Therapeutics, Inc. (the Issuer)
| Item 1(b). | Address of Issuers Principal Executive Offices: |
101 Poor Farm Road,
Princeton, New Jersey 08540
| Item 2(a). | Names of Persons Filing: |
The names of the persons filing this report
(collectively, the Reporting Persons) are:
Perceptive Advisors LLC (Perceptive Advisors)
Joseph Edelman (Mr. Edelman)
Perceptive Life Sciences Master Fund, Ltd. (the Master Fund)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the
principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor
New York, NY 10003
| Item 2(c). | Citizenship: |
Perceptive Advisors is a Delaware limited liability company
Mr. Edelman is a United States citizen
The Master Fund is a Cayman Islands corporation
| Item 2(d). | Title of Class of Securities: |
Common stock, par value
$0.0001 per share (Common Stock)
| Item 2(e). | CUSIP Number: |
00847L 10 0
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
The information required by this item with respect to each
Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 34,186,342 outstanding shares of Common Stock, as reported in the Issuers Form 10-Q filed on November 6, 2017.
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Page 6 of 8 – SEC Filing
Neither Perceptive Advisors nor Mr. Edelman directly holds any shares of Common Stock. The
Master Fund directly holds 3,380,000 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own the securities directly held by the Master Fund. Mr. Edelman is the
managing member of Perceptive Advisors and may be deemed to beneficially own the securities directly held by the Master Fund.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed
to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not
applicable.
| Item 7. | Identification and Classification of the SubsidiaryWhich Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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Page 7 of 8 – SEC Filing
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 9, 2018
PERCEPTIVE ADVISORS LLC
| By: | /s/ Joseph Edelman | |||
| Name: | Joseph Edelman | |||
| Title: | Managing Member | |||
/s/ Joseph Edelman
JOSEPH EDELMAN
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
| By: | Perceptive Advisors LLC | |||
| By: | /s/ Joseph Edelman | |||
| Name: | Joseph Edelman | |||
| Title: | Managing Member | |||
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Page 8 of 8 – SEC Filing
EXHIBIT 1
AGREEMENT
The persons below hereby agree that
the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.
Date: January 9, 2018
PERCEPTIVE ADVISORS LLC
| By: | /s/ Joseph Edelman | |||
| Name: | Joseph Edelman | |||
| Title: | Managing Member | |||
/s/ Joseph Edelman
JOSEPH EDELMAN
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
| By: | Perceptive Advisors LLC | |||
| By: | /s/ Joseph Edelman | |||
| Name: | Joseph Edelman | |||
| Title: | Managing Member | |||
