Agile Therapeutics to be acquired by Insud Pharma for $1.52 per share in cash

Agile Therapeutics has entered into a definitive merger agreement with Insud Pharma, pursuant to which Insud, through its US subsidiary, Exeltis Project, will acquire Agile for $1.52 per share in cash net of assumed liabilities and estimated transaction costs for an approximate total enterprise value of $45M. On June 25, 2024, Agile also entered into a cash-out acknowledgment and cancellation agreement with the holders of not less than ninety-five percent of the Company’s outstanding common stock warrants, also conditioned on closing of the merger. As a condition to entering into the Merger Agreement, Agile has also entered into a third amendment of its Manufacturing and Commercialization Agreement with Corium Innovations on commercial terms reasonably acceptable to Insud and conditioned on the closing of the merger. As part of the merger consideration for Agile, Insud has agreed to make available a line of credit of up to $8,000,000, secured by the Company’s intellectual property. The initial amount to be advanced under the Bridge Loan will be used primarily to pay for the purchase of inventory. The Board of Directors of Agile has unanimously approved the transaction. The transaction is expected to close in the third quarter of 2024, subject to completion of Agile’s obligations to Corium under Amendment No. 3 and other customary closing conditions, including approval by Agile’s stockholders. Upon completion of the transaction, Agile will no longer be listed on any public market.