Market Overview

Daré Bioscience Distributes Letter to Cerulean Stockholders Outlining Value Proposition and Requesting Favorable Vote at Upcoming Special Stockholder Meeting

Share:





Cerulean Pharma Inc. (NASDAQ:CERU) and Daré Bioscience, Inc. today
announced that Daré Founder and CEO Sabrina Martucci Johnson mailed the
following letter to Cerulean stockholders of record at the close of
business on June 9, 2017 outlining the Daré value proposition and
requesting they vote FOR all of the management proposals at the
upcoming special meeting of stockholders to be held on July 19, 2017:

Dear Cerulean Stockholder,

As the founder and CEO of Daré Bioscience, Inc. ("Daré"), I am
excited by the prospect of Daré combining with Cerulean Pharma Inc.
("Cerulean"). Daré is a healthcare company committed to the development
and commercialization of innovative products in women's health. We
believe a segment of this market is underserved, which gives us an
opportunity to create value for stockholders.

The problem isn't a lack of early innovation. The global donor
community of foundations and governments has invested in early research
to expand options, improve outcomes and advance global women's health.
Yet, promising candidates often fail to advance.

The problem isn't commercialization. Pharmaceutical companies
with established sales and marketing franchises in women's health exist;
however, many of these companies prefer to get involved in later stages
of development, e.g., in pivotal trials or following an application for
regulatory approval.

The problem is the gap in mid-stage development. We believe
there is a gap between early innovation and commercialization in women's
health that creates an opportunity for Daré.

Our business model is to fill the gap. We intend to license
the rights to novel product candidates (some of which have existing
clinical data), advance their clinical development and, if successful,
create a comprehensive global commercialization strategy in combination
with established pharmaceutical partners.

Our product candidate, Ovaprene®, illustrates our business model.
We intend to continue the clinical development of Ovaprene, which has
completed a pilot postcoital test clinical trial with results published
in the Journal of Reproductive Medicine in 2009. If the Cerulean
stockholders approve the transactions proposed in the definitive proxy
statement, Daré intends to commence a PCT clinical trial of Ovaprene
® with
CONRAD, a non-profit organization that oversaw the successful
development and FDA approval of the Caya
® diaphragm,
the most recently approved barrier contraceptive device in combination
with a locally-acting spermiostatic agent.

In connection with the proposed combination of Daré and Cerulean,
Cerulean has filed with the SEC a definitive proxy statement that
describes the combination in detail. Stockholders may obtain a copy of
the definitive proxy statement without charge at the SEC's website (
http://www.sec.gov)
or from Cerulean's proxy solicitor. Before making any voting decision, I
urge you to read the definitive proxy statement filed with the SEC June
19, 2017 and any other documents that may be filed with the SEC
regarding the special meeting and the proposed transactions in their
entirety because they contain or will contain important information
about the proposed transaction, the combined business and Ovaprene. In
addition, you are strongly encouraged to read the description of the
transaction with Novartis starting on page 102 of the definitive proxy
statement, as the cash from the sale of those assets will be an
important source of funding for the operations of the combined company.

If Cerulean stockholders approve the transactions in the proxy, the
management of Daré looks forward to having the opportunity to work on
your behalf.

If you have any questions regarding the proposed transactions, or to
obtain a copy of the definitive proxy statement free of charge, please
contact Cerulean's proxy solicitor, Morrow Sodali, at 1-800-662-5200.

Sincerely,

Sabrina Martucci Johnson
Founder and CEO
Daré
Bioscience, Inc.

The Cerulean Board unanimously recommends stockholders vote "FOR" all
of the following proposals to be considered at the special meeting:

  • To approve the sale of Cerulean's Dynamic Tumor Targeting™ Platform
    technology pursuant to the terms of the Novartis Asset Purchase
    Agreement;
  • To approve the issuance of shares of Cerulean common stock pursuant to
    the terms of the Daré Stock Purchase Agreement;
  • To approve and adopt an amendment to Cerulean's Restated Certificate
    of Incorporation to effect a reverse stock split of Cerulean common
    stock, at a ratio ranging from 1-for-10 to 1-for-20, as determined by
    the Cerulean Board; and,
  • To adjourn the special meeting to solicit additional votes to approve
    the Novartis Asset Sale Proposal, the Daré Share Issuance Proposal or
    the Reverse Stock Split Proposal, if necessary.

The full agenda for the special meeting is detailed in Cerulean's
definitive proxy statement, which has been filed with the Securities and
Exchange Commission and mailed to all Cerulean stockholders of record as
of June 9, 2017, the record date for the special meeting of Cerulean's
stockholders to approve the above proposals. Before making any voting
decision, Cerulean stockholders are urged to read the definitive proxy
statement and any other documents that may be filed with the Securities
and Exchange Commission regarding the special meeting in their entirety
because they contain or will contain important information about the
above proposals.

How to Vote

If you are a stockholder of record, you can vote your shares in one of
two ways: either by proxy or in person at the special meeting. If you
chose to submit a proxy, you may do so by telephone, via the internet or
by mail. If you hold shares of Cerulean common stock in multiple
accounts, you should vote your shares as described in each set of proxy
materials you receive. Cerulean recommends stockholders vote
electronically or by phone. Please have your proxy card with you while
voting.

You may transmit your proxy voting instructions via the Internet by
accessing www.proxyvote.com
and following the instructions. You may also transmit your proxy voting
instructions by calling the telephone number specified on the proxy
card. If you chose to vote via the Internet or phone, you do not have to
return the proxy card.

For stockholders who still need assistance voting their shares, or have
questions regarding the special meeting, please contact Cerulean's proxy
solicitation firm, Morrow Sodali, LLC either by telephone: (800)
662-5200
or email: cerulean.info@morrowsodali.com.

About Cerulean Pharma

Cerulean is a company previously focused on applying the Dynamic Tumor
Targeting™ Platform to create nanoparticle-drug conjugates (NDCs)
designed to selectively attack tumor cells, reduce toxicity by sparing
the body's normal cells, and enable therapeutic combinations.

For more information on the company, please visit www.ceruleanrx.com.

About Daré Bioscience

Daré Bioscience is a healthcare company committed to the development and
commercialization of innovative products in women's reproductive health.
Daré believes there is an unmet need in the United States, in other
developed countries, and in developing countries, for innovative product
candidates that expand options, improve outcomes and are easy to use.
Product development in women's reproductive health is fragmented
creating a potential opportunity for Daré. Daré's goal is to fill the
gap by taking products from innovation through development and believes
its management team is well-suited to ensure Daré's current and
potential future product candidates and products advance and one day
become commercially available. Daré's founders, including its executive
management team, bring experience in global women's healthcare as well
as success in prior ventures in funding, achieving regulatory approvals,
partnering, and launching a number of products, including devices,
therapeutics and diagnostics.

For more information on Daré, please visit www.darebioscience.com

Cautionary Note on Forward Looking Statements

This press release contains "forward-looking statements" regarding
matters that are not historical facts, including statements relating to
the expected timing and consummation of the transaction between Cerulean
and Novartis and between Cerulean, Daré, and the stockholders of Daré,
approval of the Novartis Transaction and Daré Transaction by Cerulean's
stockholders, the ability of the parties to satisfy other closing
conditions of the proposed transactions, Daré's expectations regarding
the timing and availability of results from its clinical trials, the
timing of commencement of manufacturing its products, and the safety and
effectiveness of its products. Because such statements are subject to
risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. Words such as
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"hypothesize," "intend," "may," "plan," "potential," "predict,"
"project," "should," "target," "would," 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: whether Cerulean's cash
resources will be sufficient to fund the operations of Daré it will
undertake following the closing; 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; whether the company will maintain its NASDAQ listing,
expectations for regulatory approvals; and other factors discussed in
the "Risk Factors" section of Cerulean's Quarterly Report on Form 10-Q
filed with the SEC on May 12, 2017, and in other filings that Cerulean
makes with the SEC. 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. Cerulean specifically disclaims any obligation to
update any forward-looking statements included in this press release.

View Comments and Join the Discussion!
 
Don't Miss Any Updates!
News Directly in Your Inbox
Subscribe to:
Benzinga Premarket Activity
Get pre-market outlook, mid-day update and after-market roundup emails in your inbox.
Market in 5 Minutes
Everything you need to know about the market - quick & easy.
Fintech Focus
A daily collection of all things fintech, interesting developments and market updates.
Thank You

Thank you for subscribing! If you have any questions feel free to call us at 1-877-440-ZING or email us at vipaccounts@benzinga.com