AGILE THERAPEUTICS INC: M&A transaction — Agile Therapeutics acquired by Insud Pharma for $1.52/share, total enterprise value ~$45M

AGILE THERAPEUTICS INC

Shareholders approved merger on Aug 22, 2024; deal closed Aug 26, 2024.
Each Agile share converted to $1.52 cash; total enterprise value ~$45M.
Agile common stock to cease trading on OTCQB; company becomes indirect subsidiary of Insud.
All directors and officers resigned; new board chaired by Salustiano Pérez, Robert Spina as CEO.
Outstanding equity awards cancelled; RSUs converted to cash at same $1.52 per share.

item 5.07 item 1.01 item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

AGILE THERAPEUTICS INC underwent a change of control involving Insud Pharma, S.L. (closed 2024-08-26).

Action: change of control
Counterparty: Insud Pharma, S.L.
Closing: 2024-08-26

Exact text from the filing

on August 26, 2024 (the “Closing Date”) of the transactions (the “Closing”) contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 25, 2024, by and among Insud Pharma, S.L., a company existing under the laws of Spain (“Insud”), Exeltis Project, Inc., a Delaware corporation and indirect, wholly owned subsidiary of Insud (“Merger Sub”), and Agile Therapeutics, Inc., a Delaware corporation (“Agile” or the “Company”).

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Source: SEC EDGAR

accession 0001104659-24-092914

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