Agile Therapeutics Inc. Finalizes Merger Agreement with Insud Pharma

Agile Therapeutics, Inc. (OTCQB: AGRX), a dedicated women's healthcare company, has announced a significant merger agreement with Insud Pharma, S.L., a globally recognized pharmaceutical group based in Spain. This definitive merger agreement will see Insud Pharma’s U.S. subsidiary, Exeltis Project, Inc., acquire Agile for $1.52 per share in cash, resulting in an approximate enterprise value of $45 million. This acquisition aims to bolster the women's health and contraceptive portfolio of both entities.

Al Altomari, the Chairperson and CEO of Agile, expressed pride in the accomplishments of the company, particularly the approval of Twirla, a low-dose combined hormonal contraceptive patch, and the development of a targeted commercial platform. This platform has accelerated Twirla's growth while effectively managing operating expenses. Altomari believes that Exeltis has the organizational strength and resources to continue building on Twirla’s momentum, marking a significant step forward for Agile and the advancement of women's health.

In tandem with the merger agreement, Agile entered into a cash-out acknowledgment and cancellation agreement with holders of at least 95% of its outstanding common stock warrants. This agreement is contingent upon the successful closing of the merger. Additionally, Agile amended its Manufacturing and Commercialization Agreement with Corium Innovations, Inc., establishing terms acceptable to Insud and conditional on the merger's completion.

As a part of the merger consideration, Insud Pharma will provide a credit line of up to $8 million, secured by Agile’s intellectual property. The initial advances from this credit line will primarily fund inventory purchases. The merger, unanimously approved by Agile’s Board of Directors, is slated to close in the third quarter of 2024, subject to stockholder approval and other customary conditions. Post-merger, Agile will be delisted from public markets.

Agile Therapeutics, headquartered in Princeton, New Jersey, specializes in innovative healthcare solutions for women, particularly in contraceptive options that eliminate the need for daily pills. Twirla®, their flagship product, is a once-weekly transdermal contraceptive patch that combines levonorgestrel and ethinyl estradiol. Agile’s proprietary Skinfusion® technology underpins Twirla, facilitating drug delivery through the skin.

Insud Pharma, with over 45 years of experience and operations in about 50 countries, employs 9,000 individuals and operates 20 manufacturing plants globally. The company is renowned for its comprehensive expertise across the pharmaceutical industry, including research, development, manufacturing, and marketing of a wide array of pharmaceutical products. Insud Pharma continues to invest in R&D and cutting-edge technology to enhance global health through accessible and high-quality treatments.

This merger represents a strategic alignment of Agile’s innovative healthcare solutions with Insud Pharma's expansive resources and market presence. Both companies anticipate significant growth and development in the women's healthcare sector as a result of this collaboration.