Amended Current Report Filing (8-k/a)
October 02 2017 - 4:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) July 19, 2017
DARÉ BIOSCIENCE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-36395
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20-4139823
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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11119 North Torrey Pines Road, Suite 200
La Jolla, CA 92037
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code
(858) 926-7655
Cerulean
Pharma Inc.
35 Gatehouse Drive
Waltham, MA 02451
(Former
Name or Former Address, if Changed Since Last Report.)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of
the Securities Exchange Act of
1934 (§240.12b-2 of
this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Explanatory Note
On July 20, 2017, Daré Bioscience, Inc., a Delaware corporation previously known as Cerulean Pharma Inc. (the Company), filed a
Current Report on
Form 8-K
announcing, among other items, that on July 19, 2017, the Company completed its business combination with Daré Bioscience Operations, Inc., a privately held
Delaware corporation previously known as Daré Bioscience, Inc. (Private Daré), in accordance with the terms of the Stock Purchase Agreement, dated as of March 19, 2017 (the Daré Stock Purchase
Agreement), by and among the Company, Private Daré and the holders of capital stock and securities convertible into capital stock of Private Daré named therein (the Selling Stockholders). Pursuant to the Daré
Stock Purchase Agreement, each Selling Stockholder sold their shares of capital stock of Private Daré to the Company in exchange for newly issued shares of the Companys common stock and, as a result, Private Daré became a wholly
owned subsidiary of the Company.
On July 19, 2017, in connection with, and immediately prior to completion of, the transactions contemplated by the
Daré Stock Purchase Agreement (the Daré Transaction), the Company filed two Certificate of Amendments to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to,
effective as of July 20, 2017, effect a
1-for-10
reverse stock split of its common stock (the Reverse Stock Split), and to change the Companys
name from Cerulean Pharma Inc. to Daré Bioscience, Inc. The Current Report on
Form 8-K
filed on July 20, 2017 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The
audited financial statements of Private Daré for the years ended December 31, 2016 and 2015, the accompanying notes thereto, and the related Report of Independent Registered Public Accounting Firm, are filed herewith as Exhibit 99.1 to
this Amendment No. 1 to the Current Report on Form
8-K
and incorporated herein by reference. The consent of Mayer Hoffman McCann P.C., Private Darés independent registered public accounting
firm, is attached as Exhibit 23.1 to this Amendment No. 1 to the Current Report on Form
8-K.
The unaudited
interim condensed combined financial statements of Private Daré as of and for the six months ended June 30, 2017, and the accompanying notes thereto, are filed as Exhibit 99.2 to this Amendment No. 1 to the Current Report on Form
8-K
and incorporated herein by reference.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed combined financial information of the Company and Private Daré giving effect to the business combination
completed in connection with the Daré Transaction for the year ended December 31, 2016 and the six months ended June 30, 2017 is filed herewith as Exhibit 99.3 to this Amendment No. 1 to the Current Report on Form
8-K
and incorporated herein by reference. This unaudited pro forma condensed combined financial information does not reflect any adjustments to account for the Reverse Stock Split.
(d) Exhibits.
The following exhibits are filed as part of the current report:
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Submitted electronically herewith
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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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DARÉ BIOSCIENCE, INC.
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By:
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/s/ Sabrina Martucci Johnson
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Sabrina Martucci Johnson
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President and Chief Executive Officer
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Date: October 2, 2017
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