| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 13, 2018, Daré Bioscience, Inc. (“Daré” or the “Company) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC (the “Underwriter”), pursuant to which the Company agreed to sell to the Underwriter in a firm commitment underwritten public offering (the “Offering”) an aggregate of 5,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and warrants to purchase up to 3,500,000 shares of Common Stock (the “Warrants”). The Warrants will have an exercise price of $3.00 per share. The Warrants will be exercisable immediately and for a period of five years from the date of issuance. The Company granted the Underwriters a30-day option to purchase up to an additional 750,000 shares of Common Stock and warrants to purchase up to 525,000 shares of Common Stock to cover over-allotments, if any.
The net proceeds to the Company from the Offering are expected to be approximately $9.4 million before the over-allotment option, after deducting underwriting discounts and commissions and estimated expenses payable by the Company. The transactions contemplated by the Underwriting Agreement are expected to close on February 15, 2018.
The Offering was registered pursuant to the Company’s effective shelf registration statement on FormS-3 (FileNo. 333-206396) (the “Registration Statement”) and the related base prospectus included in the Registration Statement, as supplemented by the prospectus supplement dated February 13, 2018 (the “Prospectus Supplement”). The legal opinion and consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. addressing the validity of the Securities is filed as Exhibit 5.1 hereto and is incorporated into the Registration Statement.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
Copies of the Underwriting Agreement and the form of Warrant are filed as Exhibit 1.1 and Exhibit 4.1, respectively, to this Current Report on Form8-K and are incorporated into this Item 1.01 by reference. The Underwriting Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. Investors should review that document as well as the Registration Statement and Prospectus Supplement for a complete understanding of the terms and conditions associated with the Offering.
This Current Report contains forward-looking statements that involve risk and uncertainties, such as statements related to the amount of net proceeds expected from the Offering. The risks and uncertainties involved include various risks detailed in the Company’s SEC filings from time to time.
On February 13, 2018, the Company issued a press release announcing the pricing of the Offering of Common Stock and Warrants to purchase Common Stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit
Number | | Description |
| |
| 1.1 | | Underwriting Agreement, dated February 13, 2018, by and between Roth Capital Partners, LLC and the Registrant |
| |
| 4.1 | | Form of Warrant to Purchase Shares of Common Stock |
| |
| 5.1 | | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| |
| 23.1 | | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1) |
| |
| 99.1 | | Press Release, dated February 13, 2018 |
