Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Item 7.01. Regulation FD Disclosure
On March 23, 2017, Cerulean Pharma Inc., a Delaware corporation (Cerulean or the Company) and Daré Bioscience, Inc., a
Delaware corporation (Daré), held a joint conference call to discuss the previously announced definitive share purchase agreement under which the stockholders of Daré will become the majority owners of Cerulean. A
transcript of that conference call is being furnished with this Current Report on Form 8-K and is attached to this report as Exhibit 99.1.
The
information in this Item 7.01 of this Form 8-K shall not be deemed to be filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a
filing.
Item 8.01. Other Events
The disclosure
included in Item 7.01 of this Current Report on Form 8-K is incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
See the Exhibit Index
attached hereto.
Additional Information about the Proposed Transactions and Where to Find It
In connection with the proposed transactions with each of Daré and Novartis Institutes for BioMedical Research, Inc. (Novartis), Cerulean
intends to file relevant materials with the Securities and Exchange Commission (the SEC), including a definitive proxy statement on Schedule 14A (the Proxy Statement). The Proxy Statement will be sent to stockholders of
Cerulean seeking their approval of the proposed transactions and related matters. Investors and stockholders of Cerulean are urged to read these materials when they become available because they will contain important information about Cerulean,
Daré, the proposed Daré transaction, Novartis, the proposed Novartis transaction and related transactions. The Proxy Statement, any amendments or supplements thereto (when they become available) and other documents filed by Cerulean
with the SEC may be obtained free of charge through the SEC web site at www.sec.gov. They may also be obtained for free by directing a written request to: Cerulean Pharma Inc., 35 Gatehouse Drive, Waltham, MA, Attention: Corporate Secretary.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under or applicable exemption from the securities laws of any such jurisdiction.
Participants in the Solicitation
Cerulean, Daré
and each of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Cerulean in connection with the proposed Daré transaction. Cerulean, Novartis and each of
their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Cerulean in connection with the proposed Novartis transaction. Information regarding the interests of these
directors and executive officers in the proposed transaction described herein will be included in the Proxy Statement described above. Additional information regarding the directors and executive officers of Cerulean is included in its proxy
statement for its 2016 annual meeting of stockholders, which was filed with the SEC on April 28, 2016, and is supplemented by other public filings made, and to be made, with the SEC by Cerulean.
Cautionary Note on Forward-Looking Statements
Any
statements herein about future expectations, plans and prospects for the Company, including statements about the expected timing, consummation and benefits of the strategic transactions described herein, future management of the Company, approval of
the transactions by the Companys stockholders, the ability of the parties to satisfy other closing conditions, the Companys strategy and future operations and other statements containing the words anticipate,
believe, estimate, expect, intend, may, plan, predict, project, target, potential, will, would,
could, should, continue, and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those
indicated by such forward-looking statements as a result of various important factors, including: turnover resulting from changes in the Companys management, the uncertainties inherent in the initiation and conduct of clinical trials,
availability and timing of data from clinical trials, whether results of early clinical trials or preclinical studies will be indicative of the results of future trials, the adequacy of any clinical models, uncertainties associated with regulatory
review of clinical trials and applications for marketing approvals and other factors discussed in the Risk Factors section of our Quarterly Report on Form 10-Q filed with the SEC on November 3, 2016, and in other filings that we
make with the SEC. In addition, the forward-looking statements included herein represent the Companys views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Companys views to change.
However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing the Companys views as of any date subsequent to the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CERULEAN PHARMA INC.
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Date: March 24, 2017
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By:
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/s/ Christopher D.T. Guiffre
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Christopher D.T. Guiffre
President and Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Conference Call Transcript dated March 23, 2017.
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