Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |
Document Type | 8-K/A |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2017 |
Trading Symbol | DARE |
Entity Registrant Name | Dare Bioscience, Inc. |
Entity Central Index Key | 1,401,914 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | |||
Cash | $ 39,405 | $ 44,614 | $ 219,413 |
Prepaid expenses | 250,000 | ||
Total current assets | 39,405 | 44,614 | 469,413 |
Other assets | 2,800 | ||
Total assets | 42,205 | 44,614 | 469,413 |
Current Liabilities | |||
Accounts payable | 563,344 | 12,678 | 13,401 |
Convertible promissory notes | 852,500 | 697,500 | 500,000 |
Interest payable | 79,033 | 45,057 | 2,959 |
Total current liabilities | 1,494,877 | 755,235 | 516,360 |
Total liabilities | 1,494,877 | 755,235 | 516,360 |
Commitments and contingencies | |||
Stockholders' deficit | |||
Common stock, value | 9,100 | 9,100 | 8,200 |
Additional paid-incapital | 8,120 | 8,114 | 1 |
Accumulated deficit | (1,469,892) | (727,835) | (55,148) |
Total stockholders' deficit | (1,452,672) | (710,621) | (46,947) |
Total liabilities and stockholders' deficit | $ 42,205 | $ 44,614 | $ 469,413 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued | 9,100,000 | 9,100,000 | 8,200,000 |
Common stock, shares outstanding | 9,100,000 | 9,100,000 | 8,200,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Operating expenses: | ||||||
General and Administrative expenses | $ 243,863 | $ 117,915 | $ 742,057 | $ 206,049 | $ 55,148 | $ 272,687 |
License expenses | 250,000 | 250,000 | 400,000 | |||
Total operating expenses | 243,863 | 367,915 | 742,057 | 456,049 | 55,148 | 672,687 |
Operating Loss | (243,863) | (367,915) | (742,057) | (456,049) | (55,148) | (672,687) |
Net loss | $ (243,863) | $ (367,915) | $ (742,057) | $ (456,049) | $ (55,148) | $ (672,687) |
Statements of Changes in Stockh
Statements of Changes in Stockholders Deficit - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at May. 28, 2015 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance, shares at May. 28, 2015 | 0 | |||
Common stock purchases | 8,000 | $ 8,000 | ||
Common stock purchases, shares | 8,000,000 | |||
Stock compensation expense | 201 | $ 200 | 1 | |
Stock compensation expense, shares | 200,000 | |||
Net loss | (55,148) | (55,148) | ||
Ending balance at Dec. 31, 2015 | $ (46,947) | $ 8,200 | 1 | (55,148) |
Ending balance, shares at Dec. 31, 2015 | 8,200,000 | 8,200,000 | ||
Stock compensation expense | $ 9,013 | $ 900 | 8,113 | |
Stock compensation expense, shares | 900,000 | |||
Net loss | (672,687) | (672,687) | ||
Ending balance at Dec. 31, 2016 | $ (710,621) | $ 9,100 | $ 8,114 | $ (727,835) |
Ending balance, shares at Dec. 31, 2016 | 9,100,000 | 9,100,000 | ||
Net loss | $ (742,057) | |||
Ending balance at Jun. 30, 2017 | $ (1,452,672) | |||
Ending balance, shares at Jun. 30, 2017 | 9,100,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Cash Flows From Operating Activities | ||||
Net loss | $ (742,057) | $ (456,049) | $ (55,148) | $ (672,687) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 6 | 3 | 201 | 9,013 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 250,000 | (250,000) | 250,000 | |
Accounts payable | 550,666 | 3,474 | 13,401 | (723) |
Interest payable | 33,976 | 20,063 | 2,959 | 42,098 |
Other assets | (2,800) | |||
Net cash used in operating activities | (160,209) | (182,509) | (288,587) | (372,299) |
Cash Flows From Investing Activities | ||||
Net cash used in investing activities | 0 | 0 | 0 | 0 |
Cash Flows From Financing Activities | ||||
Proceeds from issuance of convertible promissory notes | 155,000 | 500,000 | 197,500 | |
Proceeds from issuance of stock | 8,000 | |||
Net cash provided by financing activities | 155,000 | 508,000 | 197,500 | |
Net decrease in cash | (5,209) | (182,509) | 219,413 | (174,799) |
Cash, beginning of period | 44,614 | 219,413 | 219,413 | |
Cash, end of period | $ 39,405 | $ 36,904 | $ 219,413 | $ 44,614 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Business and Summary of Significant Accounting Policies | Note 1. Nature of Business and Summary of Significant Accounting Policies Nature of business: TM On March 20, 2017, Private Daré and Cerulean Pharma Inc. (NASDAQ: CERU) (“Cerulean”) announced that the two companies, together with the stockholders of Private Daré, entered into a definitive stock purchase agreement (the “Daré Stock Purchase Agreement”) under which the stockholders of Private Daré will become the majority owners of Cerulean (the “Daré Transaction”). While the level of cash remaining cannot be predicted with certainty, the terms of the Daré Stock Purchase Agreement provide higher ownership interests to Cerulean stockholders if Cerulean has more cash at the closing, but never in excess of 49% of the outstanding stock of Cerulean as of the closing. The Daré Transaction was approved by Cerulean stockholders and completed on July 19, 2017. Please refer to Note 7, Subsequent Events. Since inception in 2015, the Company has devoted significant resources to license and prepare for the development of Ovaprene. The Company anticipates that the majority of operating expenses will be related to the development of Ovaprene and to expand its portfolio of product candidates. Substantially all of the Company’s resources are currently dedicated to advancing the clinical development of Ovaprene. The Company will require additional capital to advance Ovaprene and to acquire or license the rights to other potential product candidates. The Company has signed an agreement (the “ADVA-Tec ADVA-Tec, (“ADVA-Tec”) ADVA-Tec ADVA-Tec ADVA-Tec ADVA-Tec ADVA-Tec Under the ADVA-Tec ADVA-Tec ADVA-Tec ADVA-Tec ADVA-Tec The Company is obligated to use commercially reasonable efforts to develop and commercialize Ovaprene, and must meet certain minimum spending amounts per year, such amounts totaling $5 million in the aggregate over the first three years, and $2.5 million per year thereafter, until a final PMA is filed, or until the first commercial sale of Ovaprene, whichever occurs first. The ADVA-Tec country-by-country ADVA-Tec country-by-country ADVA-Tec ADVA-Tec pre-clinical ADVA-Tec, non-significant non-enrollment ADVA-Tec ADVA-Tec non-hormonal A summary of the Company’s significant accounting policies follows: Basis of presentation: Use of estimates: Cash: Stock-based compensation: Income taxes: The Company follows the two-step As the Company has significant operating losses, the Company does not expect to pay any income taxes for 2017 and as such no income tax provision has been made. Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements. The tax years 2015 to 2016 remain open to examination by federal and state taxing authorities. Fair Value of Financial Instruments: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s instruments that are carried at fair value are cash equivalents, accounts payable and accrued interest. The carrying values of accounts payable and accrued interest approximate their fair value due to the short-term nature of these liabilities. Recent accounting pronouncements: 2014-09, Revenue From Contracts With Customers In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) right-of-use | Note 1. Nature of Business and Summary of Significant Accounting Policies Nature of business: ® non-hormonal contraceptive Since inception in 2015, the Company has devoted significant resources to license and prepare for the development of Ovaprene. The Company anticipates that the majority of operating expenses will be related to the development of Ovaprene and to expand its portfolio of product candidates. Substantially all of the Company’s resources are currently dedicated to advancing the clinical development of Ovaprene. The Company will require additional capital to advance Ovaprene and to acquire or license the rights to other potential product candidates. A summary of the Company’s significant accounting policies follows: Basis of presentation: Use of estimates: Cash: Stock-based compensation: Income taxes: The Company follows the two-step As the company has significant operating losses, the company does not expect to pay any income taxes for 2016 and as such no income tax provision has been made. Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements. The tax years 2015 to 2016 remain open to examination by federal and state taxing authorities. Fair Value of Financial Instruments: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s instruments that are carried at fair value are cash equivalents, accounts payable and accrued interest. The carrying values of accounts payable and accrued interest approximate their fair value due to the short-term nature of these assets and liabilities. Recent accounting pronouncements: 2014-09, Revenue From Contracts With Customers In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) right-of-use |
Convertible Promissory Notes
Convertible Promissory Notes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Convertible Promissory Notes | Note 2. Convertible Promissory Notes On December 4, 2015, the Company issued convertible promissory notes in the aggregate principal amount of $500,000. The convertible promissory notes accrue interest at a rate of 8% per annum, are convertible into the Company’s next preferred stock financing round and are payable following the delivery of a demand by the holders of a majority in interest of the outstanding principal (including the outstanding principal amount under the convertible promissory notes issued on or after November 18, 2016, as described further below) on or after December 4, 2017. In the event of a preferred stock financing, all outstanding principal and unpaid interest under the convertible promissory notes will convert into the shares of the Company’s preferred stock issued in such financing at the price per share paid by the purchasers of such shares and an additional number of shares equal to 15% to 25% of the outstanding principal and unpaid interest based on the amount of time that has passed between the issuance of the convertible promissory notes and the closing of such preferred stock financing. During the week of November 18, 2016, the Company issued additional convertible promissory notes, and amended the terms of certain of the outstanding convertible promissory notes held by persons who purchased additional convertible promissory notes on or after November 18, 2016. These convertible promissory notes (including the convertible promissory notes issued in December 2015 and amended in connection with the sale of additional convertible promissory notes in November 2016) accrue interest at a rate of 8% per annum, are convertible into the Company’s next preferred stock financing round and are payable following the delivery of a demand by the holders of a majority in interest of the outstanding principal (including the outstanding principal amount under the convertible promissory notes issued in December 2015) on or after December 4, 2017. In the event of a preferred stock financing, all outstanding principal and unpaid interest under the convertible promissory notes (including the amended convertible promissory notes originally issued in December 2015) will convert into the shares of the Company’s preferred stock issued in such financing at the price per share paid by the purchasers of such shares and an additional number of shares equal to 40% of the outstanding principal and unpaid interest. In addition, in the event of a change of control in which the convertible promissory notes (including the amended convertible promissory notes originally issued in December 2015) are repaid, the holders of such notes are entitled to receive 2 to 5 times the amount of the principal based on the proceeds payable to the Company or the Company’s stockholders in connection with such change of control. During the week of November 18, 2016 the Company issued convertible promissory notes in the aggregate principal amount of $197,500 and amended the terms of prior notes in the aggregate principal amount of $275,000 to correspond with the terms of such additional convertible promissory notes. On February 17, 2017 the Company issued an additional convertible promissory note in the principal amount of $100,000. In connection with the Daré Transaction, described in further detail below, all outstanding convertible promissory notes issued prior to March 31, 2017 were further amended to provide that such notes will convert into shares of Private Daré common stock at a price per share of $0.18727 (subject to stock splits, combinations and similar events) effective as of immediately prior to the closing of the Daré Transaction and that the Daré Transaction would not constitute a change of control, including for purposes of the repayment premium described above. The number of shares of common stock issuable upon conversion of the convertible promissory notes issued prior to March 31, 2017 will be equal to the outstanding principal amount plus accrued interest through March 31, 2017 divided by $0.18727 (subject to stock splits, combinations and similar events), plus, in the case of the convertible promissory notes issued in December 2015, 25% of the principal amount divided by $0.18727 (subject to stock splits, combinations and similar events) and, in the case of the convertible promissory notes issued on or after November 18, 2016 (including certain of the amended convertible promissory notes originally issued in December 2015 the holders of which also participated in the November 2016 note offering), 40% of the principal amount divided by $0.18727 (subject to stock splits, combinations and similar events). Between April 1, 2017 and June 6, 2017 the Company issued additional convertible promissory notes in the aggregate principal amount of $55,000 pursuant to a new note purchase agreement. One note in the principal amount of $20,000 was issued on May 31, 2017 and two notes in the aggregate principal amount of $35,000 were issued during the first week of June. The new note purchase agreement provides for one or more additional closings through the earlier to occur of September 28, 2017 and the date on which the Cerulean stockholders approve the Daré Transaction, and limits the aggregate principal amount of the convertible promissory notes issued thereunder to $2.0 million. The convertible promissory notes issued pursuant to the May 31, 2017 note purchase agreement bear an annual interest rate of 8% and will automatically convert immediately prior to closing of the transaction into the number of shares of Private Daré common stock equal to 120% of the original principal amount of each such note divided by $0.38. The interest on such notes will not convert into shares of Private Daré’s common stock. In addition, the holders of such notes issued pursuant to the new note purchase agreement are entitled to convert the value of any then outstanding notes plus unpaid and accrued interest plus an additional 20% of the principal amount of their notes into Qualified and Non-Qualified Non-Qualified On July 19, 2017, Private Daré amended the notes to provide that (i) the interest on the notes be subject to compounding on an annual basis as of December 31 of each year and (ii) the number of shares of common stock issuable upon conversion of the convertible promissory notes issued prior to March 31, 2017 will be equal to the outstanding principal amount plus accrued interest through March 31, 2017 divided by $0.18727 (subject to stock splits, combinations and similar events) plus, in the case of the convertible promissory notes issued in December 2015, 25% of the principal amount plus accrued interest through March 31, 2017 divided by $0.18727 (subject to stock splits, combinations and similar events), and, in the case of the convertible promissory notes issued on or after November 18, 2016 (including certain of the amended convertible promissory notes originally issued in December 2015 the holders of which also participated in the November 2016 note offering), 40% of the principal amount plus accrued interest through March 31, 2017 divided by $0.18727 (subject to stock splits, combinations and similar events). Immediately prior to the closing of the Daré Transaction, all of the convertible promissory notes of Private Daré, in aggregate principal of, and accrued interest on, were converted into shares of common stock of Private Daré and all of the outstanding shares of common stock and stock options of Private Daré were exchanged for shares of common stock of Cerulean pursuant to the exchange ratio defined in the Daré Stock Purchase Agreement. Please refer to Note 7, Subsequent Events. | Note 2. Convertible Promissory Notes On December 4, 2015, the Company issued convertible promissory notes to certain investors, whereby the Company agreed to sell and the accredited investors agreed to purchase the convertible promissory notes in the aggregate principal amount of $500,000, the Initial Closing. The note purchase agreement provided for one or more additional closings through April 2, 2016 of sales of convertible promissory notes but limited total convertible promissory notes to $1.0 million in the aggregate. The notes mature on December 4, 2017, bear an annual interest rate of 8%, are secured by all the assets of the Company and convert upon the occurrence of a Qualified Equity Financing, defined as a transaction upon which the Company issues and sells shares of its Preferred Stock for aggregate gross proceeds of at least $10 million or at the option of the holder upon the occurrence of a Non-Qualified Non-Qualified Non-Qualified Non-Qualified Non-Qualified 470-20, Debt – Debt with Conversion and Other Options |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Stockholders' Equity | Note 3. Stockholders’ Deficit Under the terms of the Company’s Certificate of Incorporation the Company is authorized to issue one class of stock designated as common stock. The total number of common stock authorized is 10,000,000 shares with a par value of $0.001. | Note 3. Stockholders’ Equity Under the terms of the Company’s Certificate of Incorporation the company is authorized to issue one class of stock designated as common stock. The total number of common stock authorized is 10,000,000 shares with a par value of $0.001. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock-based Compensation | Note 4. Stock-based Compensation On December 1, 2015, the Company adopted the 2015 Employee, Director and Consultant Equity Incentive Plan (the “2015 Plan”), under which the Company may grant incentive stock options, non-qualified non-employee Stock Options Options granted under the 2015 Plan have terms of ten years from the date of grant unless earlier terminated and generally vest over a three-year period. The exercise price of all options granted for the year ended December 31, 2016 was equal to the market value of the Company’s common stock on the date of grant. There were no options granted during the 6 months ended June 30, 2017. A summary of stock option activity and related information for the year ended December 31, 2016 and the quarter ended June 30, 2017 is as follows: Number of Option Weighted Average Outstanding at December 31, 2016 (audited) 50,000 $ 0.001 Granted — — Outstanding at June 30, 2017 (unaudited) 50,000 $ 0.001 Exercisable at June 30, 2017 (unaudited) 26,389 0.001 Vested and expected to vest at June 30, 2017 (unaudited) 50,000 $ 0.001 Options outstanding and exercisable at June 30, 2017 had a weighted average contractual life of 8.3 years. The intrinsic value of the vested and expected to vest at June 30, 2017 was $450. As of June 30, 2017, $19 represents unamortized stock-based compensation expense which will be amortized over the weighted average period of 1.4 years. Restricted Stock In December 2015, the Company issued restricted stock agreements totaling 200,000 shares of common stock, $0.001 par value per share. The restricted stock vested immediately and all shares are subject to repurchase at the option of the Company upon termination of the affiliation between the Company and the holder or a proposed transfer by the holder. The fair value of the restricted stock was determined to be $0.001 per share and was recorded as an expense within operating expenses as of the grant date. In November 2016, the Company issued restricted stock agreements totaling 900,000 shares of common stock, $0.001 par value per share. The restricted stock vested immediately and are subject to repurchase at the option of the Company upon termination of the affiliation between the Company and the holder or a proposed transfer by the holder. The fair value of the restricted stock was determined to be $0.01 per share and was recorded as an expense within operating expenses as of the grant date. The Company did not issue any restricted stock agreement during the six-month | Note 4. Stock-based Compensation In December 1, 2015, the Company adopted the 2015 Employee, Director and Consultant Equity Incentive Plan, or 2015 Plan, under which the Company may grant incentive stock options, non-qualified non-employee Stock Options Options granted under the 2015 Plan have terms of ten years from the date of grant unless earlier terminated and generally vest over a three-year period. The exercise price of all options granted and for the year ended December 31, 2016 and during the period from May 28, 2015 through December 31, 2015 was equal to the market value of the Company’s common stock on the date of grant. A summary of stock option activity and related information for the period from May 28, 2015 through December 31, 2015 and year ended December 31, 2016 is as follows: Number of Option Weighted Average Outstanding at May 28, 2015 — $ — Granted 50,000 0.001 Outstanding at December 31, 2015 50,000 0.001 Outstanding at December 31, 2016 50,000 0.001 Exercisable at December 31, 2016 16,666 0.001 Vested and expected to vest at December 31, 2016 50,000 $ 0.001 Options outstanding and exercisable at December 31, 2016 had a weighted average contractual life of 8.9 years. The intrinsic value of the vested and expected to vest at December 31, 2016 was $450. As of December 31, 2016, $26 represents unamortized stock-based compensation expense which will be amortized over the weighted average period of 2 years. Restricted Stock In December 2015, the Company issued restricted stock agreements totaling 200,000 shares of common stock, $0.001 par value per share. The restricted stock vested immediately and all shares are subject to repurchase at the option of the Company upon termination of the affiliation between the Company and the holder or a proposed transfer by the holder. The fair value of the restricted stock was determined to be $0.001 per share and was recorded as an expense within operating expenses as of the grant date. In November 2016, the Company issued restricted stock agreements totaling 900,000 shares of common stock, $0.001 par value per share. The restricted stock vested immediately and are subject to repurchase at the option of the Company upon termination of the affiliation between the Company and the holder or a proposed transfer by the holder. The fair value of the restricted stock was determined to be $0.01 per share and was recorded as an expense within operating expenses as of the grant date. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 5. Income Taxes The Company will file a federal income tax return and certain state and local income tax returns. At June 30, 2017, the Company had available a federal net operating loss carry-forward of approximately $1,470,000 for income tax purposes, which will expire starting in fiscal year 2036. The Company evaluates whether a valuation allowance related to deferred tax assets is required each reporting period. A valuation allowance is established if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company follows ASC 740, Income Taxes, where tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in tax returns that do not meet these recognition and measurement standards. At June 30, 2017, the Company recorded a full valuation allowance of $220,500 relating to the net operating loss. | Note 5. Income Taxes The Company will file a federal income tax return and certain state and local income tax returns. At December 31, 2016, the Company had available a federal net operating loss carry-forward of approximately $700,000 for income tax purposes, which will expire in fiscal year 2037. The Company evaluates whether a valuation allowance related to deferred tax assets is required each reporting period. A valuation allowance is established if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company follows ASC 740, “Income Taxes,” where tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in tax returns that do not meet these recognition and measurement standards. At December 31, 2016, the Company recorded a full valuation allowance of $105,000 relating to the net operating loss. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 6. Commitments and Contingencies Operating leases: The Company entered into an Affiliate Member Services Agreement on December 19, 2016 which provides facilities space as well as other services. The term of the agreement commenced on January 1, 2017 and continues until either party provides 30 days’ notice of termination. The Company incurred rent expenses of $3,600 for the six-month Other legal contingencies: From time to time, the Company may be involved in various claims arising in the normal course of business. Management is not aware of any material claims, disputes or unsettled matters that would have a material adverse effect on the Company’s results of operations, liquidity or financial position that the Company has not adequately provided for in the accompanying financial statements. | Note 6. Commitments and Contingencies Operating leases: Other legal contingencies: |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 7. Subsequent Events On July 19, 2017, in connection with the Company’s consummation of the Daré Transaction, the Company satisfied the initial funding requirement called for by the ADVA-Tec Agreement by securing at least $1.25 million in cash and the license for Ovaprene became effective. On July 20, 2017, the Company and Cerulean announced, among other items, that on July 19, 2017 the Company completed the Daré Transaction. In connection with the Daré Transaction, all of the convertible promissory notes of Private Daré, in aggregate principal of, and accrued interest on, were converted into shares of common stock of Private Daré and all of the outstanding shares of common stock and stock options of Private Daré were exchanged for shares of common stock of Cerulean pursuant to the exchange ratio defined in the Daré Stock Purchase Agreement. Effective as of July 20, 2017, Cerulean implemented a 1-for-10 | Note 7. Subsequent Events The Company has evaluated subsequent events through March 31, 2017, the date on which the financial statements were available to be issued. On March 19, 2017 the Company agreed to final terms of an exclusive worldwide license for the Ovaprene technology with ADVA-Tec, On March 20, 2017, the Company and Cerulean Pharma Inc. (NASDAQ:CERU) announced that the two companies, together with the shareholders of the Company, have entered into a definitive stock purchase agreement under which the shareholders of the Company will become the majority owners of Cerulean. Upon closing, the Company will assume the excess cash remaining after Cerulean winds down its business which includes terminating existing agreements, contracts and leases, paying severance and bonuses due to executives and employees, and selling off the technology assets related to its business for cash. While the level of cash remaining cannot be predicted with certainty, the terms of the stock purchase agreement provide higher ownership interests to Cerulean shareholders if Cerulean has more cash at the closing. The stock purchase transaction and the sale of Cerulean assets must both be approved by Cerulean shareholders. |
Nature of Business and Summar14
Nature of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation | Basis of presentation: | Basis of presentation: |
Use of Estimates | Use of estimates: | Use of estimates: |
Cash | Cash: | Cash: |
Stock-Based Compensation | Stock-based compensation: | Stock-based compensation: |
Income Taxes | Income taxes: The Company follows the two-step As the Company has significant operating losses, the Company does not expect to pay any income taxes for 2017 and as such no income tax provision has been made. Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements. The tax years 2015 to 2016 remain open to examination by federal and state taxing authorities. | Income taxes: The Company follows the two-step As the company has significant operating losses, the company does not expect to pay any income taxes for 2016 and as such no income tax provision has been made. Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements. The tax years 2015 to 2016 remain open to examination by federal and state taxing authorities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s instruments that are carried at fair value are cash equivalents, accounts payable and accrued interest. The carrying values of accounts payable and accrued interest approximate their fair value due to the short-term nature of these liabilities. | Fair Value of Financial Instruments: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s instruments that are carried at fair value are cash equivalents, accounts payable and accrued interest. The carrying values of accounts payable and accrued interest approximate their fair value due to the short-term nature of these assets and liabilities. |
Recent Accounting Pronouncements | Recent accounting pronouncements: 2014-09, Revenue From Contracts With Customers In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) right-of-use | Recent accounting pronouncements: 2014-09, Revenue From Contracts With Customers In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) right-of-use |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Summary of Stock Option Activity | A summary of stock option activity and related information for the year ended December 31, 2016 and the quarter ended June 30, 2017 is as follows: Number of Option Weighted Average Outstanding at December 31, 2016 (audited) 50,000 $ 0.001 Granted — — Outstanding at June 30, 2017 (unaudited) 50,000 $ 0.001 Exercisable at June 30, 2017 (unaudited) 26,389 0.001 Vested and expected to vest at June 30, 2017 (unaudited) 50,000 $ 0.001 | A summary of stock option activity and related information for the period from May 28, 2015 through December 31, 2015 and year ended December 31, 2016 is as follows: Number of Option Weighted Average Outstanding at May 28, 2015 — $ — Granted 50,000 0.001 Outstanding at December 31, 2015 50,000 0.001 Outstanding at December 31, 2016 50,000 0.001 Exercisable at December 31, 2016 16,666 0.001 Vested and expected to vest at December 31, 2016 50,000 $ 0.001 |
Nature of Business and Summar16
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Jul. 19, 2017 | |
Net loss | $ (243,863) | $ (367,915) | $ (742,057) | $ (456,049) | $ (55,148) | $ (672,687) | |
Cash on hand | 39,405 | $ 36,904 | 39,405 | $ 36,904 | $ 219,413 | $ 44,614 | |
Subsequent Events [Member] | |||||||
Cash on hand | $ 9,900,000 | ||||||
ADVA-Tec Agreement [Member] | |||||||
Minimum spending amount over first three years | 5,000,000 | 5,000,000 | |||||
Aggregate payment per year after third year | 2,500,000 | 2,500,000 | |||||
ADVA-Tec Agreement [Member] | Development And Regulatory Milestones [Member] | |||||||
Milestone Payment | 14,600,000 | ||||||
ADVA-Tec Agreement [Member] | Commercial Milestones [Member] | |||||||
Milestone Payment | 20,000,000 | ||||||
ADVA-Tec Agreement [Member] | Minimum [Member] | |||||||
License agreement fee | $ 1,250,000 | $ 1,250,000 | |||||
Percentage of Royalty Rate on sales | 1.00% | ||||||
ADVA-Tec Agreement [Member] | Maximum [Member] | |||||||
Percentage of Royalty Rate on sales | 10.00% | ||||||
Dare Stock Purchase Agreement [Member] | |||||||
Ownership Interests | 49.00% |
Convertible Promissory Notes -
Convertible Promissory Notes - Additional Information (Detail) | Jun. 06, 2017USD ($) | Feb. 17, 2017USD ($) | Nov. 18, 2016USD ($) | Dec. 04, 2015USD ($) | May 31, 2017USD ($) | Dec. 31, 2015USD ($) | Jun. 06, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016 | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2017$ / shares | Apr. 02, 2016USD ($) |
Convertible Promissory Notes Issued | $ 35,000 | $ 100,000 | $ 197,500 | $ 500,000 | $ 20,000 | $ 275,000 | $ 55,000 | $ 155,000 | $ 500,000 | $ 197,500 | ||||
Total convertible promissory note | $ 2,000,000 | $ 1,000,000 | ||||||||||||
Note issue date | Dec. 4, 2015 | |||||||||||||
Note maturity date | Dec. 4, 2017 | |||||||||||||
Note annual interest rate | 8.00% | 8.00% | ||||||||||||
Preferred stock issued ,aggregate | $ 10,000,000 | |||||||||||||
Discount on convertible promissory note converted in qualified and non-qualified financings | 25.00% | |||||||||||||
Conversion percentage | 120.00% | |||||||||||||
Secured convertible notes outstanding balalce | 500,000 | 500,000 | $ 697,500 | $ 500,000 | ||||||||||
Accured and unpaid interest | $ 2,959 | $ 2,959 | $ 45,057 | $ 2,959 | ||||||||||
Percentage of additional shares to be issued in case of conversion to preferred stock | 40.00% | |||||||||||||
Additional percent above unpaid and accrued interest | 20.00% | |||||||||||||
Minimum [Member] | ||||||||||||||
Conversion percentage | 50.00% | |||||||||||||
Percentage of additional shares to be issued in case of conversion to preferred stock | 15.00% | |||||||||||||
Ratio of convertible note holders entitled upon conversion | 2 | |||||||||||||
Maximum [Member] | ||||||||||||||
Percentage of additional shares to be issued in case of conversion to preferred stock | 25.00% | |||||||||||||
Ratio of convertible note holders entitled upon conversion | 5 | |||||||||||||
Second Closing [Member] | ||||||||||||||
Discount on convertible promissory note converted in qualified and non-qualified financings | 40.00% | 40.00% | 40.00% | |||||||||||
Initial Closing [Member] | ||||||||||||||
Discount on convertible promissory note converted in qualified and non-qualified financings | 40.00% | 40.00% | 40.00% | |||||||||||
Private Dare [Member] | ||||||||||||||
Convertible Notes issued, per share | $ / shares | $ 0.18727 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Detail) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Stockholders Equity Disclosure [Abstract] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Stock based compensation - Addi
Stock based compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||
Nov. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 01, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
ommon stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Stock options granted | 0 | 50,000 | 0 | ||||
Common stock options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-Average Remaining Contractual Life (Years) | 8 years 3 months 19 days | 8 years 10 months 25 days | |||||
Intrinsic value of vested and expected to vest | $ 450 | $ 450 | |||||
Unamortized stock-based compensation expense | $ 19 | $ 26 | |||||
Amortized weighted average period | 1 year 4 months 24 days | 2 years | |||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issued restricted stock | 900,000 | 200,000 | |||||
ommon stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Restricted stock fair value | $ 0.010 | $ 0.001 | $ 0.001 | ||||
Issuance of restricted common stock | $ 0 | ||||||
Two Thousand Fifteen Stock Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum shares of common stock provided under stock incentive plan | 1,500,000 | ||||||
Maximum shares of common stock provided under stock incentive plan | 350,000 | 350,000 | |||||
Two Thousand And Fifteen Stock Incentive Plan [Member] | Common stock options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options grant period | 10 years | ||||||
Stock options vesting period | 3 years | ||||||
Stock options granted | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity for Employee, Director and Nonemployee Awards (Detail) - $ / shares | 6 Months Ended | 7 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | |
Number of shares | |||
Number of Shares, Outstanding Beginning | 50,000 | 0 | 50,000 |
Number of Shares, Granted | 0 | 50,000 | 0 |
Number of Shares, Outstanding Ending | 50,000 | 50,000 | 50,000 |
Number of Shares, Options exercisable | 26,389 | 16,666 | |
Number of Shares, Options vested and expected to vest | 50,000 | 50,000 | |
Weighted-Average Exercise Price | |||
Weighted-Average Exercise Price, Outstanding | $ 0.001 | $ 0.001 | |
Weighted-Average Exercise Price, Granted | $ 0.001 | ||
Weighted-Average Exercise Price, Outstanding | 0.001 | $ 0.001 | 0.001 |
Weighted-Average Exercise Price, Options exercisable | 0.001 | 0.001 | |
Weighted-Average Exercise Price, Options vested and expected to vest | $ 0.001 | $ 0.001 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 1,470,000 | $ 700,000 |
Net operating loss carryforwards expiration year | 2,036 | 2,037 |
Valuation allowance | $ 220,500 | $ 105,000 |
Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Realized settlement benefit,Percentage | 50.00% | 50.00% |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | Dec. 19, 2016 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||||
Notice of termination | 30 days | |||
Effective date of the agreement commences | Jan. 1, 2017 | Jan. 1, 2017 | ||
Noncancelable operating lease rent expenses | $ 3,600 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Thousands | Jul. 20, 2017 | Jul. 19, 2017USD ($) | Mar. 19, 2017USD ($) | Jul. 20, 2017 |
Dare Bioscience, Inc. [Member] | ||||
Subsequent Event [Line Items] | ||||
Investment Income, Investment Expense | $ 1,250 | |||
Dare Bioscience, Inc. [Member] | Subsequent Events [Member] | ||||
Subsequent Event [Line Items] | ||||
Investment Income, Investment Expense | $ 1,250 | |||
Private Dare [Member] | Subsequent Events [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock purchase transaction completion date | Jul. 19, 2017 | |||
Reverse stock split, description | 1-for-10 | |||
Reverse stock split | 0.1 |