Business Context and Reporting Period
This Form 8-K filing by Dare Bioscience, Inc. (Delaware corporation) reports events occurring on December 29, 2017, and effective January 4, 2018. The company is an emerging growth company focused on advancing its product portfolio. The filing details the termination of a prior equity financing agreement and the simultaneous entry into a new "at-the-market" (ATM) sales agreement.
Key Financial Metrics and Agreements
- New Offering Capacity: Entered into a Common Stock Sales Agreement with H.C. Wainwright & Co., LLC to sell up to $10,000,000 of common stock.
- Commission Structure: Wainwright is entitled to a fixed commission of 3.0% of gross proceeds per share sold.
- Legal Cost Reimbursement: Company agreed to reimburse Wainwright for legal fees up to $50,000 for entering the agreement and up to $2,500 per calendar quarter for ongoing diligence.
- Terminated Agreement: Terminated a 2016 Purchase Agreement with Aspire Capital Fund, LLC. Immediately prior to termination, $19,000,000 of shares remained unsold under that agreement.
- Termination Penalties: The company incurred no termination penalties for ending the Aspire Capital agreement.
- Use of Proceeds: Net proceeds from the new offering are intended for working capital, advancing the product portfolio, acquiring rights to new candidates, and general administrative expenses.
Material Changes Versus Prior Period
The primary material change is the replacement of the Aspire Capital Purchase Agreement with the new H.C. Wainwright Sales Agreement. The Aspire agreement, which allowed for the sale of up to $20.0 million over 24 months, was terminated effective January 4, 2018. This action terminated any future sales under the previous prospectus supplement. The new ATM agreement provides a fresh mechanism to raise up to $10.0 million, subject to market conditions and company instructions.
Guidance, Outlook, and Risks
Outlook: The company intends to use the new ATM facility to fund operations and product development. However, the company has no obligation to sell any shares and may suspend or terminate the Sales Agreement at any time.
Risks and Contingencies: The filing includes forward-looking statements regarding the ability to sell shares, which are subject to risks and uncertainties. The company explicitly cautions investors not to place undue reliance on these statements, noting that results may differ due to inherent business risks described in its Form 10-Q for the quarter ended September 30, 2017.
Investor Verification Checklist
- Verify the filing status of the Prospectus Supplement and Base Prospectus referenced in the new Sales Agreement.
- Confirm the exact number of shares issued to Aspire Capital prior to termination (80,000 shares at $12.50 adjusted for reverse split) and the total proceeds received ($1.0 million).
- Review the full text of the Common Stock Sales Agreement (Exhibit 10.1) for specific price, time, or size limits the company may impose on sales.
- Monitor future filings for actual sales activity under the new ATM program and any updates to the company's cash position.