Daré Bioscience, Inc. (NASDAQ: DARE), a
leader in women’s health innovation, today announced it entered
into a $15 million common stock purchase agreement and registration
rights agreement with Lincoln Park Capital Fund, LLC (“LPC”), a
Chicago-based institutional investor.
Under the terms and conditions of the purchase agreement, Daré
will have the right, from time to time and at its sole discretion,
to sell up to $15 million of its stock to LPC over a 36-month
period, subject to a registration statement covering the resale by
LPC of shares issued and sold under the purchase agreement being
filed and declared effective by the Securities and Exchange
Commission (“SEC”) and satisfaction of the other conditions in the
purchase agreement. Daré will control the timing and amount of any
sales to LPC, and LPC is obligated to make purchases in accordance
with the purchase agreement. Any common stock that is sold to LPC
will occur at purchase prices that correlate to the market prices
of Daré’s common stock at the time Daré initiates each sale and
with no upper limits to the per share price LPC may pay to purchase
such common stock.
"In the midst of this uncertain environment due to the COVID-19
pandemic, we are excited to enter into this transaction with LPC,
which has been an investor in Daré since February 2018," said
Sabrina Martucci Johnson, President and Chief Executive Officer of
Daré Bioscience. “This transaction provides Daré with access
to capital at times that we control to help us advance our
portfolio of novel investigational products in women’s health.
These include DARE-BV1, our late-stage candidate for the treatment
of bacterial vaginosis with Phase 3 topline data expected this
year, Sildenafil Cream, 3.6%, a potential first-in-category
treatment for Female Sexual Arousal Disorder, with topline data
expected next year, and Ovaprene®, a hormone-free, monthly
contraceptive intravaginal ring whose U.S. commercial rights are
under a license agreement with Bayer."
As part of the agreement, LPC agreed not to cause or engage in
any direct or indirect short selling or hedging of the Company’s
common stock. No warrants are being issued in this transaction, and
there are no limitations on the Company’s use of proceeds from
sales to LPC under the purchase agreement. Furthermore, the
purchase agreement does not contain any rights of first refusal,
participation rights, penalties or liquidated damages provisions in
favor of any party. The Company will issue 285,714 shares of its
common stock to LPC in consideration for its commitment to purchase
shares under the purchase agreement. The agreement may be
terminated by Daré at any time, in its sole discretion, with no
additional cost or penalty.
A description of the purchase agreement and registration rights
agreement is in the Company’s Current Report on Form 8-K, which the
Company intends to file with the SEC today.
The offer and sale of the securities by Daré to LPC in the above
transaction have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or registered or qualified
under any state securities laws, and therefore may not be offered
or sold in the United States absent registration under the
Securities Act or an applicable exemption from such registration
requirements, and registration or qualification and under
applicable state securities or “Blue Sky” laws or an applicable
exemption from such registration or qualification requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state.
About Daré Bioscience
Daré Bioscience is a clinical-stage biopharmaceutical company
committed to the advancement of innovative products for women’s
health. The company’s mission is to identify, develop and bring to
market a diverse portfolio of differentiated therapies that expand
treatment options, improve outcomes and facilitate convenience for
women, primarily in the areas of contraception, vaginal health,
sexual health, and fertility.
Daré’s product portfolio includes potential first-in-category
candidates in clinical development: Ovaprene®, a hormone-free,
monthly contraceptive intravaginal ring whose U.S. commercial
rights are under a license agreement with Bayer; Sildenafil Cream,
3.6%, a novel cream formulation of sildenafil to treat female
sexual arousal disorder utilizing the active ingredient in Viagra®;
DARE-BV1, a unique hydrogel formulation of clindamycin phosphate 2%
to treat bacterial vaginosis via a single application; and
DARE-HRT1, a combination bio-identical estradiol and progesterone
intravaginal ring for hormone replacement therapy following
menopause. To learn more about Daré’s full portfolio of women’s
health product candidates, and mission to deliver differentiated
therapies for women, please visit www.darebioscience.com.
Daré may announce material information about its finances,
product candidates, clinical trials and other matters using its
investor relations website (http://ir.darebioscience.com), SEC
filings, press releases, public conference calls and webcasts. Daré
will use these channels to distribute material information about
the company, and may also use social media to communicate important
information about the company, its finances, product candidates,
clinical trials and other matters. The information Daré posts on
its investor relations website or through social media channels may
be deemed to be material information. Daré encourages investors,
the media, and others interested in the company to review the
information Daré posts on its investor relations website
(https://darebioscience.gcs-web.com/) and to follow these Twitter
accounts: @SabrinaDareCEO and @DareBioscience. Any updates to the
list of social media channels the company may use to communicate
information will be posted on the investor relations page of Daré’s
website mentioned above.
About Lincoln Park Capital Fund, LLC (LPC) LPC
is a long-only institutional investor headquartered in Chicago,
Illinois. LPC’s experienced professionals manage a portfolio of
investments in public and private entities. These investments are
in a wide range of companies and industries emphasizing life
sciences and technology. LPC’s investments range from multi-year
financial commitments to fund growth to special situation
financings to long-term strategic capital offering companies’
flexibility and consistency. For more information, please visit
www.lpcfunds.com.
Forward-Looking Statements
Daré cautions you that all statements, other
than statements of historical facts, contained in this press
release, are forward-looking statements. Forward-looking
statements, in some cases, can be identified by terms such as
“believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“design,” “intend,” “expect,” “could,” “plan,” “potential,”
“predict,” “seek,” “should,” “would,” “contemplate,” project,”
“target,” “tend to,” or the negative version of these words and
similar expressions. Such statements include, but are not limited
to, statements relating to Daré’s ability to access up to $15
million in additional capital under the purchase agreement at times
its desires, the timing of Phase 3 topline data for DARE-BV1, the
potential for Sildenafil Cream, 3.6%, to be a first-in-class
category product candidate for the treatment of Female Sexual
Arousal Disorder (FSAD), and the timing of topline data for
Sildenafil Cream, 3.6%. Forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
Daré’s actual results, performance or achievements to be materially
different from future results, performance or achievements
expressed or implied by the forward-looking statements in this
press release, including, without limitation, risk and
uncertainties related to: the effects of the COVID-19 pandemic on
Daré’s operations, financial results and condition, and ability to
achieve current plans and objectives; Daré’s ability to continue as
a going concern; Daré’s ability to raise additional capital when
and as needed, to advance its product candidates; Daré’s ability to
develop, obtain regulatory approval for, and commercialize its
product candidates; the failure or delay in starting, conducting
and completing clinical trials or obtaining FDA or foreign
regulatory approval for Daré’s product candidates in a timely
manner; Daré’s ability to conduct and design successful clinical
trials, to enroll a sufficient number of patients, to meet
established clinical endpoints, to avoid undesirable side effects
and other safety concerns, and to demonstrate sufficient safety and
efficacy of its product candidates; the risk that positive findings
in early clinical and/or nonclinical studies of a product candidate
may not be predictive of success in subsequent clinical studies of
that candidate; Daré’s ability to retain its licensed rights to
develop and commercialize a product candidate; Daré’s ability to
satisfy the monetary obligations and other requirements in
connection with its exclusive, in-license agreements covering the
critical patents and related intellectual property related to its
product candidates; the risks that the license agreement with Bayer
may not become effective and, if it becomes effective, that future
payments to Daré under the agreement may be significantly less than
the anticipated or potential amounts; developments by Daré’s
competitors that make its product candidates less competitive or
obsolete; Daré’s dependence on third parties to conduct clinical
trials and manufacture clinical trial material; Daré’s ability to
adequately protect or enforce its, or its licensor’s, intellectual
property rights; the lack of patent protection for the active
ingredients in certain of Daré’s product candidates which could
expose its products to competition from other formulations using
the same active ingredients; the risk of failure associated with
product candidates in preclinical stages of development that may
lead investors to assign them little to no value and make these
assets difficult to fund; and disputes or other developments
concerning Daré’s intellectual property rights. Daré’s
forward-looking statements are based upon its current expectations
and involve assumptions that may never materialize or may prove to
be incorrect. All forward-looking statements are expressly
qualified in their entirety by these cautionary statements. For a
detailed description of Daré’s risks and uncertainties, you are
encouraged to review its documents filed with
the SEC including Daré’s recent filings on Form 8-K, Form
10-K and Form 10-Q. You are cautioned not to place undue reliance
on forward-looking statements, which speak only as of the date on
which they were made. Daré undertakes no obligation to update such
statements to reflect events that occur or circumstances that exist
after the date on which they were made, except as required by
law.
Contacts:
Investors on behalf of Daré Bioscience, Inc.: Lee Roth +1
212-213-0006 Burns McClellan Email: lroth@burnsmc.com
OR
Media on behalf of Daré Bioscience, Inc.: Jake Robison +1
619-849-5383 Canale Communications
Email: jake@canalecomm.com
Source: Daré Bioscience, Inc.
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