UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2018
DARÉ BIOSCIENCE, INC.
(Exact name of registrant as specified in charter)
| Delaware | 001-36395 | 20-4139823 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 11119 North Torrey Pines Road, Suite 200 La Jolla, California 92037 | ||
| (Address of principal executive offices and zip code) | ||
(858) 926-7655
(Registrant’s telephone number, including area code)
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 Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☒
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 9, 2018, the Board of Directors (the “Board”) of Daré Bioscience, Inc. (“Daré”), upon recommendation of Daré’s Nominating and Corporate Governance Committee (the “N&CG Committee”), increased the size of the Board from five directors to six directors and elected Jessica Grossman, M.D. to fill the vacancy created by such increase. The increase in the size of the Board and the election of Dr. Grossman became effective on April 9, 2018. Dr. Grossman was elected as a Class I director whose term expires at Daré’s 2018 annual meeting of stockholders, expected to be held in July, 2018. The Board determined that Dr. Grossman is as an “independent director” under Rule 5605(a)(2) of the Nasdaq Listing Rules.
Immediately following Dr. Grossman’s election to the Board, the Board appointed her as a member of the N&CG Committee and Roger Hawley resigned from his position as a member of the N&CG Committee. The N&CG Committee is presently composed of Susan L. Kelley, M.D. as Chairperson and Dr. Grossman as a member.
Dr. Grossman currently serves as the Chief Executive Officer of Medicines360, a position she has held since 2015. Medicines360 is a global non-profit women’s health pharmaceutical company that developed the FDA approved contraceptive IUS LILETTA® (levonorgestrel-releasing intrauterine system). From 2011 to 2014, Dr. Grossman served on the board of directors of Medicines360, and from 2014 to today she has served as Chair of AlliancePartners360, a wholly owned subsidiary of Medicines360. From 2013 to 2014, Dr. Grossman served as President and Founding Chief Executive Officer of Sense4Baby, Inc. Dr. Grossman served as a Medical Director at Ethicon Endo-Surgery, part of the Johnson & Johnson family of companies, from 2010 to 2013. From 2008 to 2010, Dr. Grossman was the Founder and Chief Executive Officer of JG Limited LLC, a consulting company providing services to medical technology companies and non-profit organizations in the areas of clinical and commercial strategy. From 2005 to 2008, Dr. Grossman was Founder and President of Gynesonics, an early stage medical device company focused on minimally invasive solutions for women’s health which developed the first intrauterine ultrasound-guided radiofrequency ablation device for fibroid tumors. Dr. Grossman holds numerous patents, has published several peer-reviewed articles and conducted research at the Beth Israel Deaconess Medical Center, one of the teaching hospitals of Harvard Medical School. Dr. Grossman received her M.D. from Thomas Jefferson University, Jefferson Medical College.
There are no arrangements or understandings between Dr. Grossman and any other person pursuant to which she was selected as a member of the Board. Daré is not aware of any transaction in which Dr. Grossman has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with her election to the Board, Dr. Grossman will not receive any equity compensation as of the date of her election, but she will receive equity compensation on the date of Daré’s 2018 annual meeting in accordance with Daré’s non-employee director compensation policy then in effect. In connection with Dr. Grossman’s election to the Board, Daré will enter into an indemnification agreement with Dr. Grossman in the same form that Daré has entered into with its other directors.
| Item 7.01 | Regulation FD Disclosure. |
On April 11, 2018, Daré issued a press release announcing the election of Dr. Grossman to the Board, a copy of which is attached as Exhibit 99.1 to this report.
The information contained in this Item 7.01 and Exhibit 99.1 to this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by Daré under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press release issued on April 11, 2018 | |
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.
| DARÉ BIOSCIENCE, INC. | ||||||
| Date: April 11, 2018 | By: | /s/ Sabrina Martucci Johnson | ||||
| Name: | Sabrina Martucci Johnson | |||||
| Title: | President and Chief Executive Officer | |||||
Exhibit 99.1
Jessica Grossman, M.D., Joins Daré Bioscience Board of Directors
SAN DIEGO, April 11, 2018 (GLOBE NEWSWIRE) — Daré Bioscience, Inc. (NASDAQ:DARE), a clinical-stage, women’s biopharmaceutical company, today announced the appointment of Jessica Grossman, M.D., to its board of directors. Dr. Grossman is currently the CEO of Medicines360, a global nonprofit women’s health pharmaceutical company that developed the FDA-approved contraceptive IUS LILETTA® (levonorgestrel-releasing intrauterine system).
“We are excited to add Dr. Grossman to our highly distinguished board of directors,” said Sabrina Martucci Johnson, CEO of Daré Bioscience. “Dr. Grossman brings a deep understanding of women’s health along with relevant experience in product development, partnering and commercialization.”
Prior to her appointment as CEO of Medicines360, Dr. Grossman served as President and Founding CEO of Sense4Baby, Inc., which developed an innovative, wireless maternal fetal heart rate monitoring system for women with high-risk pregnancies. Dr. Grossman was also Founder and President of Gynesonics, Inc., an early-stage medical device company focused on minimally invasive solutions for women’s health, which developed the first intrauterine, ultrasound-guided radiofrequency ablation device for fibroid tumors.
“I am pleased to join the Daré board of directors,” said Dr. Grossman. “I believe that Daré is at the leading edge of innovation, and I’m looking forward to helping the company deliver on its mission and vision to identify and address unmet needs in women’s sexual and reproductive health.”
Dr. Grossman earned a Medical Degree from Sidney Kimmel Medical College at Thomas Jefferson University in Philadelphia and an undergraduate degree with honors from Brandeis University. In addition to her academic and professional accreditations, she has also performed research at the Beth Israel Deaconess Medical Center, part of the Harvard Medical School system.
About Medicines360
Medicines360, located in San Francisco, California, is a nonprofit global women’s health pharmaceutical company with a mission to expand access to quality medicines for all women regardless of their socioeconomic status, insurance coverage or geographic location. Medicines360 is committed to working with healthcare providers, advocacy groups and patients to deliver innovative and meaningful treatments that help women around the world have greater access to the medicines they need. For more information, visit www.medicines360.org.
About Daré Bioscience
Daré Bioscience is a clinical-stage biopharmaceutical company committed to the advancement of innovative products for women’s reproductive health that address clear therapeutic gaps. The company is driven by a mission to identify, develop and bring to market a diverse portfolio of novel and 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 currently has two product candidates in clinical development. The first is Ovaprene™, a non-hormonal monthly contraceptive ring intended to provide protection over multiple weeks between menses. The second is SST-6007 (5% Topical Sildenafil Citrate Cream), a potential treatment for Female Sexual Arousal Disorder. SST-6007 incorporates sildenafil, the same active ingredient in Viagra®, in a proprietary cream formulation that is specifically designed to locally increase blood flow to the
vulvar-vaginal tissue in women, leading to a potential improvement in genital arousal response and overall sexual experience. Daré also has an option to enter into a license agreement for ORB-204 and ORB-214, preclinical stage injectable etonogestrel contraceptives with target 6- and 12-month durations.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995 regarding matters that are not historical facts, including statements relating to Daré‘s ability to develop Ovaprene and Topical Sildenafil at the cost and in accordance with the targeted timelines and milestones set forth herein, expectations regarding the anticipated market demands for its products, the safety and effectiveness of its products, market acceptance of Daré‘s products and the qualifications and expertise of Daré‘s management team. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements as a result of various important factors, including the uncertainties inherent in the initiation and completion of clinical trials; availability and timing of data from ongoing and future clinical trials and the results of such trials; whether preliminary results from a clinical trial will be predictive of the final results of that trial or whether results of early clinical trials will be indicative of the results of later clinical trials, expectations for regulatory approvals; claims of infringement and other risks relating to Daré‘s owned and licensed intellectual property rights, and other factors discussed in the “Risk Factors” section of Daré‘s Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2018. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in Daré‘s reports to the Securities and Exchange Commission, including Daré‘s reports on Forms 10-Q, 8-K and 10-K. In addition, any forward-looking statements included in this press release represent our views only as of the date of this release and should not be relied upon as representing our views as of any subsequent date. Daré specifically disclaims any obligation to update any forward-looking statements included in this press release.
Contacts:
Investors on behalf of Daré Bioscience, Inc.:
Ami Bavishi
Burns McClellan
abavishi@burnsmc.com
212-213-0006
OR
Media on behalf of Daré Bioscience, Inc.:
Amanda Guisbond
Canale Communications
amanda@canalecomm.com
781-405-8775
Source: Daré Bioscience