SEC Form 4 · accession 0001209191-17-045984
Dare Bioscience, Inc. · DARE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robin Joan Steele
Director
Period of report
Jul 19, 2017
Accepted (ET)
Jul 21, 2017 · 5:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001401914
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 19, 2017 | A | 246,171 | — | A | 246,171 | I | By The Robin J. Steele Trust DTD 1/30/2015 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Common StockF4,F3,F5 | $6.56 | Jul 19, 2017 | A | 2,200 | A | — | Jul 19, 2027 | Common Stock | 2,200 | 2,200 | D |
Explanation of responses
- F1In exchange for the issuance of shares of common stock and options to purchase shares of common stock of Dare Bioscience, Inc. (the "Corporation"), the Corporation acquired all of the issued and outstanding shares of common stock of Dare Bioscience Operations, Inc. ("Dare Operations") pursuant to the terms of a Stock Purchase Agreement, dated March 19, 2017, by and between the Corporation, Dare Operations and certain equityholders of Dare Operations party thereto, as filed with the Securities and Exchange Commission on Form 8-K on March 20, 2017 (such exchanges and issuances, the "Transaction").
- F2The shares of common stock of the Corporation reported reflect the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. These shares of common stock of the Corporation were received in connection with the Transaction in exchange for 1,212,685 shares of Dare Operations. On the effective date of the Transaction, the closing price of the common stock of the Corporation, as reported on The Nasdaq Capital Market, was $6.56 per share (on a post-split basis). Each share of common stock of Dare Operations was cancelled and exchanged for the right to receive 0.2029969047 shares of common stock of the Corporation (on a post-split basis).
- F3The exercise price reported reflects the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017.
- F4Ms. Steele was awarded options to purchase shares of the Corporation's common stock in connection with her service as a member of the Board of Directors (the "Director Options") pursuant to the Corporation's 2014 Stock Incentive Plan and the Non-Employee Director Compensation Policy.
- F5The Director Options will vest in equal annual installments over a three-year period measured from the date of grant, subject to Ms. Steele's continued service to the Corporation and will become exercisable in full upon a change of control of the Corporation.