Item 8.01. Other Events

On March 20, 2017, Cerulean Pharma Inc., a Delaware corporation (“Cerulean” or the “Company”) issued a joint press release with Daré Bioscience, Inc., a Delaware corporation (“Daré”), announcing that the companies will hold a joint conference call to discuss the definitive share purchase agreement under which the stockholders of Daré will become the majority owners of Cerulean.

The conference call will take place at 9:00 a.m. ET on Thursday, March 23, 2017. This call can be accessed by dialing 443-637-1284 or 844-831-3031 prior to the start of the call and referencing conference ID 91378612. To listen to the conference call via the Internet, please visit the investor relations section of Daré’s website.

A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information contained on the websites referenced in the press release is not incorporated herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See the Exhibit Index attached hereto.

Story continues below

Additional Information about the Proposed Transactions and Where to Find It

In connection with the proposed Daré transaction, 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 transaction 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 the proposed transaction and the parties to the proposed transaction. 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. 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.


Cerulean Pharma Inc. is a clinical-stage, oncology-focused company. The Company applies its Dynamic Tumor Targeting platform to develop differentiated therapies. Its platform utilizes nanoparticle-drug conjugates (NDCs), which consist of polymers that are covalently linked to anti-cancer therapeutics or payloads. Its NDC platform is designed to create NDCs that accumulate high concentrations of active drug in tumor cells, without exposure to healthy tissue. Its platform is applicable to a range of payloads. It has created NDCs with a range of small molecule payloads, including Jevtana (cabazitaxel), gemcitabine, methotrexate and Xeljanz (tofacitinib). The Company’s product pipeline consists of CRLX101 and CRLX301. Its CRLX101 is a tumor targeted NDC. Its CRLX301 has docetaxel as its anti-cancer payload. CRLX101 has a camptothecin payload, which is a topoisomerase 1 (topo 1) inhibitor. CRLX301 is designed to concentrate docetaxel in tumor cells and spare healthy tissue.

CERULEAN PHARMA INC. (NASDAQ:CERU) Recent Trading Information

CERULEAN PHARMA INC. (NASDAQ:CERU) closed its last trading session down -0.03 at 1.22 with 24,567,104 shares trading hands.

An ad to help with our costs