Cerulean Pharma Inc (NASDAQ:CERU) announced the closing of the transactions contemplated by the stock purchase agreement entered into by the companies on March 19, 2017. As a result of these transactions, (i) the former holders of Daré equity securities now hold approximately 51% of Cerulean capital stock (calculated based on the stock purchase agreement), (ii) Daré Bioscience Operations, Inc. has become a wholly-owned subsidiary of Cerulean, (iii) Cerulean is changing its name to “Daré Bioscience, Inc.,” effective as of Thursday, July 20, 2017, and (iv) a one-for-ten reverse stock split of the combined company’s common stock will be effected on Thursday, July 20, 2017. The issuance of the shares of common stock to the former holders of Daré equity securities pursuant to the transaction was approved by the holders of more than 96% of the shares of Cerulean common stock present at the Special Meeting of Stockholders of Cerulean held today.
As a result of the reverse stock split, every ten shares of Cerulean’s common stock issued and outstanding prior to the opening of trading on Thursday, July 20, 2017 will be consolidated into one issued and outstanding share, with no change in the nominal par value per share of $0.0001. No fractional shares will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the reverse stock split will receive a cash payment in lieu thereof. The shares underlying all outstanding options and warrants, including those assumed in connection with the transaction with Daré, will also be adjusted accordingly.
Beginning on July 20, 2017, the common stock of the combined company will continue trading on the NASDAQ Capital Market, but, will reflect the new name “Daré Bioscience, Inc.”, the new stock symbol “DARE” and the new number of split adjusted shares. There will be approximately 6,047,200 shares of Daré common stock issued and outstanding after the split. The common stock will also trade under a new CUSIP number, 23666P 101.
Shares of Cerulean Pharma are up nearly 9% to $0.69 in Wednesday’s trading session. CERU has a 1-year high of $3.58 and a 1-year low of $0.32. The stock’s 50-day moving average is $0.50 and its 200-day moving average is $0.83.
Cerulean Pharma, Inc. is a clinical-stage, oncology-focused company, which provides proprietary Dynamic Tumor Targeting Platform to develop differentiated therapies. It specializes in the design and development of nanopharmaceuticals. Cerulean’s nanopharmaceuticals are drug-containing nanoparticles designed and optimized to enhance therapeutic agents, ranging from small molecules to therapeutic peptides and RNAi molecules.