0001209191-17-045984.txt : 20170721 0001209191-17-045984.hdr.sgml : 20170721 20170721170329 ACCESSION NUMBER: 0001209191-17-045984 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170719 FILED AS OF DATE: 20170721 DATE AS OF CHANGE: 20170721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steele Robin Joan CENTRAL INDEX KEY: 0001301008 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36395 FILM NUMBER: 17977109 MAIL ADDRESS: STREET 1: 3280 BAYSHORE BOULEVARD CITY: BRISBANE STATE: CA ZIP: 94005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dare Bioscience, Inc. CENTRAL INDEX KEY: 0001401914 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 204139823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11119 NORTH TORREY PINES ROAD STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858-769-9145 MAIL ADDRESS: STREET 1: 11119 NORTH TORREY PINES ROAD STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: Cerulean Pharma Inc. DATE OF NAME CHANGE: 20090714 FORMER COMPANY: FORMER CONFORMED NAME: Tempo Pharmaceuticals Inc DATE OF NAME CHANGE: 20070604 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-07-19 0 0001401914 Dare Bioscience, Inc. DARE 0001301008 Steele Robin Joan C/O DARE BIOSCIENCE, INC. 11119 NORTH TORREY PINES ROAD, SUITE 200 LA JOLLA CA 92037 1 0 0 0 Common Stock 2017-07-19 4 A 0 246171 A 246171 I By The Robin J. Steele Trust DTD 1/30/2015 Option to Purchase Common Stock 6.56 2017-07-19 4 A 0 2200 0.00 A 2027-07-19 Common Stock 2200 2200 D In exchange for the issuance of shares of common stock and options to purchase shares of common stock of Dare Bioscience, Inc. (the "Corporation"), the Corporation acquired all of the issued and outstanding shares of common stock of Dare Bioscience Operations, Inc. ("Dare Operations") pursuant to the terms of a Stock Purchase Agreement, dated March 19, 2017, by and between the Corporation, Dare Operations and certain equityholders of Dare Operations party thereto, as filed with the Securities and Exchange Commission on Form 8-K on March 20, 2017 (such exchanges and issuances, the "Transaction"). The shares of common stock of the Corporation reported reflect the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. These shares of common stock of the Corporation were received in connection with the Transaction in exchange for 1,212,685 shares of Dare Operations. On the effective date of the Transaction, the closing price of the common stock of the Corporation, as reported on The Nasdaq Capital Market, was $6.56 per share (on a post-split basis). Each share of common stock of Dare Operations was cancelled and exchanged for the right to receive 0.2029969047 shares of common stock of the Corporation (on a post-split basis). The exercise price reported reflects the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. Ms. Steele was awarded options to purchase shares of the Corporation's common stock in connection with her service as a member of the Board of Directors (the "Director Options") pursuant to the Corporation's 2014 Stock Incentive Plan and the Non-Employee Director Compensation Policy. The Director Options will vest in equal annual installments over a three-year period measured from the date of grant, subject to Ms. Steele's continued service to the Corporation and will become exercisable in full upon a change of control of the Corporation. /s/ Sebastian E. Lucier, Attorney-in-fact 2017-07-21