eh1500189_13da1-agile.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)*
 
Agile Therapeutics, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
00847L100
(CUSIP Number)

Lloyd Appel
Aisling Capital
888 Seventh Avenue, 12th Floor
New York, NY 10106
(212) 651-6380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 2, 2016
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on 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 (the “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).
CUSIP No. 00847L100 
 
 SCHEDULE 13D
Page 2 of 11

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital III, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
2,583,797
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,583,797
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,583,797
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0% (See Item 5)
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
CUSIP No. 00847L100 
 
 SCHEDULE 13D
Page 3 of 11

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners III, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
2,583,797
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,583,797
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,583,797
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0% (See Item 5)
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
CUSIP No. 00847L100 
 
 SCHEDULE 13D
Page 4 of 11

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners III LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
2,583,797
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
2,583,797
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,583,797
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0% (See Item 5)
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
CUSIP No. 00847L100 
 
 SCHEDULE 13D
Page 5 of 11

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven Elms
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
961
8
SHARED VOTING POWER
 
2,583,797
9
SOLE DISPOSITIVE POWER
 
961
10
SHARED DISPOSITIVE POWER
 
2,583,797
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,584,758
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0% (See Item 5)
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
CUSIP No. 00847L100 
 
 SCHEDULE 13D
Page 6 of 11

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Dennis Purcell
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,879
8
SHARED VOTING POWER
 
2,583,797
9
SOLE DISPOSITIVE POWER
 
1,879
10
SHARED DISPOSITIVE POWER
 
2,583,797
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,585,676
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0% (See Item 5)
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
CUSIP No. 00847L100 
 
 SCHEDULE 13D
Page 7 of 11

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Andrew Schiff
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
460
8
SHARED VOTING POWER
 
2,583,797
9
SOLE DISPOSITIVE POWER
 
460
10
SHARED DISPOSITIVE POWER
 
2,583,797
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,584,257
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.0% (See Item 5)
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
CUSIP No. 00847L100 
 
 SCHEDULE 13D
Page 8 of 11
 
 
Item 1.
Security and Issuer.
 
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.
Identity and Background.
 
No material change.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
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.
Purpose of Transaction.
 
No material change.
 
 
 
 
 
CUSIP No. 00847L100 
 
 SCHEDULE 13D
Page 9 of 11
 
 
Item 5.
Interest in Securities of the Issuer.
 Item 5 is amended and restated in its entirety as follows:

(a),(b)

Reporting Person
Sole Voting
and Dispositive
Power
Shared Voting
and Dispositive
Power
Total Shares
% Ownership
Aisling Capital III, LP
2,583,797
0
2,583,797
9.0
Aisling Capital Partners III, LP
2,583,797
0
2,583,797
9.0
Aisling Capital Partners III LLC
2,583,797
0
2,583,797
9.0
Steve Elms
961
2,583,797
2,584,758
9.0
Dennis Purcell
1,879
2,583,797
2,585,676
9.0
Andrew Schiff
460
2,583,797
2,584,257
9.0

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 
 
 SCHEDULE 13D
Page 10 of 11

(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
Number of Shares of
Common Stock
Distributed
Steve Elms
961(1)
Dennis Purcell
1,879(2)
Andrew Schiff
460(3)

(1)
Consists of 768 shares of Common Stock held directly by Mr. Elms and 193 shares of Common Stock held indirectly through a family trust.
(2)
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.
(3)
Consists of 425 shares of Common Stock held directly by Mr. Schiff and 35 shares of Common Stock held indirectly through a family trust.

(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.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
No material change.
 
Item 7.
Material to be Filed as Exhibits.
 
 
 
 
 
Exhibit 2:
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)).
 
 
 
 
Exhibit 3:
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).
 
 
 
  
 
 
 
CUSIP No. 00847L100 
 
 SCHEDULE 13D
Page 11 of 11
 
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
 
 
   
AISLING CAPITAL III, LP
  
       
 
By:
Aisling Capital Partners III, LP
General Partner
  
     
  By: 
Aisling Capital Partners III LLC
General Partner
  
         
   
By:
 /s/ Dennis Purcell   
     
Name: Dennis Purcell
  
     
Title: Managing Member
  
 
 
   
AISLING CAPITAL PARTNERS III, LP
  
       
 
By:
Aisling Capital Partners III LLC
General Partner
  
     
   
By:
 /s/ Dennis Purcell   
     
Name: Dennis Purcell
  
     
Title: Managing Member
  
 
 
 
  
   
AISLING CAPITAL PARTNERS III LLC
  
       
 
By:
/s/ Dennis Purcell
  
   
Name: Dennis Purcell
Title: Managing Member
  
       
    /s/ Steven Elms  
   
Steven Elms
  
       
    /s/ Dennis Purcell  
    Dennis Purcell  
       
    /s/ Andrew Schiff  
    Andrew Schiff  

 
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).