0000913849-18-000047.txt : 20180209 0000913849-18-000047.hdr.sgml : 20180209 20180209172313 ACCESSION NUMBER: 0000913849-18-000047 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180209 DATE AS OF CHANGE: 20180209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Dare Bioscience, Inc. CENTRAL INDEX KEY: 0001401914 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 204139823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88094 FILM NUMBER: 18593011 BUSINESS ADDRESS: STREET 1: 11119 NORTH TORREY PINES ROAD STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858-769-9145 MAIL ADDRESS: STREET 1: 11119 NORTH TORREY PINES ROAD STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: Cerulean Pharma Inc. DATE OF NAME CHANGE: 20090714 FORMER COMPANY: FORMER CONFORMED NAME: Tempo Pharmaceuticals Inc DATE OF NAME CHANGE: 20070604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CVF, LLC CENTRAL INDEX KEY: 0001112278 IRS NUMBER: 367227242 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 222 NORTH LASALLE STREET STREET 2: SUITE 2000 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312-899-5034 MAIL ADDRESS: STREET 1: 222 NORTH LASALLE STREET STREET 2: SUITE 2000 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: CVF LLC DATE OF NAME CHANGE: 20000419 SC 13G/A 1 sc13ga_020818.htm SCHEDULE 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 __________
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Daré Bioscience, Inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
23666P101
(CUSIP Number)
 
December 31, 2017
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
ý Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP No. 23666P101
13G
Page   2   of   5   Pages

1.
NAME OF REPORTING PERSON
  
CVF, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  ☐

 (b)  ☐
 
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER

260,137
6.
SHARED VOTING POWER

—
7.
SOLE DISPOSITIVE POWER

260,137
8.
SHARED DISPOSITIVE POWER

—
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

260,137
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.30%
12.
TYPE OF REPORTING PERSON

OO

 
- 2 -
 
 
CUSIP No. 23666P101
13G
Page   3   of   5   Pages



Item 1(a).
Name of Issuer:
 
 
Daré Bioscience, Inc. (f/k/a Cerulean Pharma Inc.)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
 
11119 North Torrey Pines Road, Suite 200, La Jolla, California 92037
 
Item 2(a).
Name of Person Filing:
 
 
CVF, LLC (“CVF”)
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
 
222 N. LaSalle Street, Suite 2000, Chicago, Illinois 60601
 
Item 2(c).
Citizenship:
 
 
Delaware
 
Item 2(d).
Title of Class of Securities:
 
 
Common Stock, $0.0001 par value per share
 
Item 2(e).
CUSIP Number:
 
 
23666P101
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), indicate type of person filing.
 
Not applicable.
 
Item 4.
Ownership.
 
 
(a)
Amount beneficially owned:  See row 9 of the cover page.
 
 
(b)
Percent of class:  See row 11 of the cover page.
 
 
(c)
Number of shares as to which such person has:
 
   
(i) Sole power to vote or direct the vote:  See row 5 of the cover page.
 
   
(ii) Shared power to vote or direct the vote:  See row 6 of the cover page.
 
   
(iii) Sole power to dispose or to direct the disposition of:  See row 7 of the cover page.
 
   
(iv) Shared power to dispose or to direct the disposition of:  See row 8 of the cover page.
 
- 3 -

 
CUSIP No. 23666P101
13G
Page   4   of   5   Pages



 
Percent of class is based on (i) the number of shares held by CVF as of December 31, 2017 and (ii) the number of shares of common stock outstanding as of November 6, 2017 (6,047,161 shares) as reported by the Issuer in its most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2017.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following ý
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
 
Not applicable.
 
Item 10.
Certifications.
 
 
Not applicable.

 
- 4 -
 
 
13G
  



SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 9, 2018
CVF, LLC
 
 
By: /s/Richard H. Robb                                             
Name: Richard H. Robb
Title: Manager


 
- 5 -