CERULEAN PHARMA INC. (NASDAQ:CERU) Files An 8-K Regulation FD Disclosure

CERULEAN PHARMA INC. (NASDAQ:CERU) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure

On March 23, 2017, Cerulean Pharma Inc., a Delaware corporation (“Cerulean” or the “Company”) and Daré Bioscience, Inc., a Delaware corporation (“Daré”), held a joint conference call to discuss the previously announced definitive share purchase agreement under which the stockholders of Daré will become the majority owners of Cerulean. A transcript of that conference call is being furnished with this Current Report on Form 8-K and is attached to this report as Exhibit 99.1.

The information in this Item 7.01 of this Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events

The disclosure included in Item 7.01 of this Current Report on Form 8-K is incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See the Exhibit Index attached hereto.

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Additional Information about the Proposed Transactions and Where to Find It

In connection with the proposed transactions with each of Daré and Novartis Institutes for BioMedical Research, Inc. (“Novartis”), 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 transactions 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 Cerulean, Daré, the proposed Daré transaction, Novartis, the proposed Novartis transaction and related transactions. 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. Cerulean, Novartis 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 Novartis 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.

Cautionary Note on Forward-Looking Statements

Any statements herein about future expectations, plans and prospects for the Company, including statements about the expected timing, consummation and benefits of the strategic transactions described herein, future management of the Company, approval of the transactions by the Company’s stockholders, the ability of the parties to satisfy other closing conditions, the Company’s strategy and future operations and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: turnover resulting from changes in the Company’s management, the uncertainties inherent in the initiation and conduct of clinical trials, availability and timing of data from clinical trials, whether results of early clinical trials or preclinical studies will be indicative of the results of future trials, the adequacy of any clinical models, uncertainties associated with regulatory review of clinical trials and applications for marketing approvals and other factors discussed in the “Risk Factors” section of our Quarterly Report on Form 10-Q filed with the SEC on November 3, 2016, and in other filings that we make with the SEC. In addition, the forward-looking statements included herein represent the Company’s views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s views to change.

However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.


About CERULEAN PHARMA INC. (NASDAQ:CERU)

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 -0.026 at 0.714 with 10,445,076 shares trading hands.

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