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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-Q/A

(Amendment No. 1)





(Mark One)

|☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2017

OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to
.

Commission file number 001-36395





CERULEAN
PHARMA INC.

(Exact Name of Registrant as Specified in Its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-4139823                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)
|                                                               | 
|35 Gatehouse Drive
Waltham, MA                                 |  | 02451                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(781) 996-4300

(Registrants Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an
emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | ☐                                                |  | Accelerated filer         |  | ☐
|                        |  |                                                  | 
|Non-accelerated filer   |  | ☒  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | ☐
|                        |  |                                                  | 
|                        |  |                                                  |  | Emerging growth company   |  | ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes  ☐    No  ☒

Number of shares of the registrants Common Stock,
$ 0.0001 par value, outstanding on June 5, 2017: 29,031,728









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CERULEAN PHARMA INC.

FORM 10-Q/A

FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 2017

TABLE OF CONTENTS



|                              |  |                         |   |          |   | 
|----------------------------- |  | ----------------------- | - | -------- | - | 
|                              |  |                         |   | Page No. |  
|                              | 
|Explanatory Note              |  |                         | i |         
|                              | 
|PART I. FINANCIAL INFORMATION |  |                         |   |         
|Item 4.                       |  | Controls and Procedures |   |          | 1 | 
|                              | 
|PART II. OTHER INFORMATION    |  |                         |   |         
|Item 6.                       |  | Exhibits                |   |          | 1 | 
|                              | 
|Signatures                    |  |                         | 2 |         



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EXPLANATORY NOTE

Cerulean Pharma Inc. (the Company) is filing this Amendment No. 1 on Form 10-Q/A (the Amendment) to its Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2017, originally filed with the Securities and Exchange Commission on May 12, 2017 (the Quarterly Report). This Amendment is being filed solely to include revised
certifications of the Companys principal executive officer and principal financial officer in Exhibits 31.1 and 31.2, which replace the versions of those certifications that were previously filed as Exhibits 31.1 and 31.2 to the Quarterly
Report, to add language regarding internal control over financial reporting that was inadvertently omitted from such previously filed certifications. Each certification, as corrected by this Amendment, was true and correct as of the initial filing
date of the Quarterly Report, May 12, 2017.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(the Exchange Act), Part II, Item 4 of the Quarterly Report is hereby restated in its entirety without change, and Part II, Item 6 of the Quarterly Report is hereby amended and restated in its entirety, with the only changes to
Part II, Item 6 being the addition of new certifications by our principal executive officer and principal financial officer filed herewith. Except as otherwise expressly set forth in this Amendment, no portion of the Quarterly Report is being
amended or updated by this Amendment. Accordingly, this Amendment should be read in conjunction with the Quarterly Report and with our filings with the Securities and Exchange Commission subsequent to the Quarterly Report.

Unless we specify otherwise, all references in this Amendment to we, our, us, or the Company
refer to Cerulean Pharma Inc.



i



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PART I. FINANCIAL INFORMATION



|Item 4. | Controls and Procedures.
|------- | ------------------------

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has
evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including its principal executive
and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

Management recognizes that any
disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving
their objectives. Based on such evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2017.

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during
the three months ended March 31, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION



|Item 6. | Exhibits.
|------- | ---------

The exhibits listed in the Exhibit Index to this Quarterly Report on Form 10-Q/A are
incorporated herein by reference.



1



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



|                    |  |  |  |                      |  |                                      
|------------------- |  |  |  | -------------------- |  | -------------------------------------
|                    |  |  |  | CERULEAN PHARMA INC.
|                    |  |  | 
|Date: June 13, 2017 |  |  |  | By:                  |  | /s/ Christopher D.T. Guiffre         
|                    |  |  |  |                      |  | Christopher D.T. Guiffre             
|                    |  |  |  |                      |  | President and Chief Executive Officer
|                    |  |  |  |                      |  | (principal executive officer)        
|                    |  |  | 
|Date: June 13, 2017 |  |  |  | By:                  |  | /s/ Gregg Beloff                     
|                    |  |  |  |                      |  | Gregg Beloff                         
|                    |  |  |  |                      |  | Interim Chief Financial Officer      
|                    |  |  |  |                      |  | (principal financial officer)        



2



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EXHIBIT INDEX



|               |                        |                                                                                                                                                                                      |      |                           |      |             |                |  |                |                |  |  |           |  |  |  |       |  |  |  |  | 
|-------------- | ---------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---- | ------------------------- | ---- | ----------- | -------------- |  | -------------- | -------------- |  |  | --------- |  |  |  | ----- |  |  |  |  | 
|Exhibit
Number |                        |                                                                                                                                                                                      |      | Incorporated by
Reference |      |             | Exhibit
Number |  |                | Filed
Herewith | 
|               | Description of Exhibit |                                                                                                                                                                                      | Form |                           |      | File Number |                |  | Date of Filing |                |  | 
|               |                        |                                                                                                                                                                                      |      |                           |      |            
|2.1            |                        | Stock Purchase Agreement dated as of March 19, 2017, entered into by and among Cerulean Pharma Inc., Daré Bioscience, Inc. and equityholders of Daré Bioscience, Inc. named therein. |      |                           | 8-K  |             |                |  | 001-36395      |                |  |  | 3/20/2017 |  |  |  | 2.1   |  |  |  |  | 
|               |                        |                                                                                                                                                                                      |      |                           |      |            
|2.2            |                        | Asset Purchase Agreement dated as of March 19, 2017, entered into by and between Cerulean Pharma Inc. and Novartis Institutes for BioMedical Research, Inc.                          |      |                           | 8-K  |             |                |  | 001-36395      |                |  |  | 3/20/2017 |  |  |  | 2.2   |  |  |  |  | 
|               |                        |                                                                                                                                                                                      |      |                           |      |            
|2.3            |                        | Asset Purchase Agreement dated as of March 19, 2017, entered into by and between Cerulean Pharma Inc. and BlueLink Pharmaceuticals, Inc.                                             |      |                           | 8-K  |             |                |  | 001-36395      |                |  |  | 3/20/2017 |  |  |  | 2.3   |  |  |  |  | 
|               |                        |                                                                                                                                                                                      |      |                           |      |            
|3.1            |                        | Amendment to Amended and Restated By-laws of Cerulean Pharma Inc.                                                                                                                    |      |                           | 8-K  |             |                |  | 001-36395      |                |  |  | 3/20/2017 |  |  |  | 3.1   |  |  |  |  | 
|               |                        |                                                                                                                                                                                      |      |                           |      |            
|10.1           |                        | Support Agreement dated as of March 19, 2017, entered into by and among Cerulean Pharma Inc., Daré Bioscience, Inc. and shareholders of Cerulean Pharma Inc. named therein.          |      |                           | 8-K  |             |                |  | 001-36395      |                |  |  | 3/20/2017 |  |  |  | 10.1  |  |  |  |  | 
|               |                        |                                                                                                                                                                                      |      |                           |      |            
|10.2           |                        | License Agreement dated as of March 19, 2017, entered into by and between Cerulean Pharma Inc. and BlueLink Pharmaceuticals, Inc.                                                    |      |                           | 8-K  |             |                |  | 001-36395      |                |  |  | 3/20/2017 |  |  |  | 10.2  |  |  |  |  | 
|               |                        |                                                                                                                                                                                      |      |                           |      |            
|10.3           |                        | Payoff Letter dated as of March 17, 2017, entered into by and between Cerulean Pharma Inc. and Hercules Capital, Inc. (formerly known as Hercules Technology Growth Capital, Inc.)   |      |                           | 8-K  |             |                |  | 001-36395      |                |  |  | 3/20/2017 |  |  |  | 10.3  |  |  |  |  | 
|               |                        |                                                                                                                                                                                      |      |                           |      |            
|10.4           |                        | Retention Agreement dated as of March 19, 2017, entered into by and between Cerulean Pharma Inc. and Christopher D. T. Guiffre.                                                      |      |                           | 8-K  |             |                |  | 001-36395      |                |  |  | 3/20/2017 |  |  |  | 10.4  |  |  |  |  | 
|               |                        |                                                                                                                                                                                      |      |                           |      |            
|10.5           |                        | Retention Agreement dated as of March 19, 2017, entered into by and between Cerulean Pharma Inc. and Adrian Senderowicz.                                                             |      |                           | 8-K  |             |                |  | 001-36395      |                |  |  | 3/20/2017 |  |  |  | 10.5  |  |  |  |  | 
|               |                        |                                                                                                                                                                                      |      |                           |      |            
|10.6           |                        | Retention Agreement dated as of March 19, 2017, entered into by and between Cerulean Pharma Inc. and Alejandra Carvajal.                                                             |      |                           | 8-K  |             |                |  | 001-36395      |                |  |  | 3/20/2017 |  |  |  | 10.6  |  |  |  |  | 
|               |                        |                                                                                                                                                                                      |      |                           |      |            
|10.7           |                        | First Amendment of Lease, dated March 29, 2017, to Lease dated July 9, 2015, between the Registrant and AstraZeneca Pharmaceuticals Limited Partnership                              |      |                           | 10-K |             |                |  | 001-36395      |                |  |  | 3/31/2017 |  |  |  | 10.39 |  |  |  |  | 



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|               |                        |                                                                                                                                                |      |                           |      |             |                |  |                |                |  |  |           |  |  |  |         |  |  |  |   | 
|-------------- | ---------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------- | ---- | ----------- | -------------- |  | -------------- | -------------- |  |  | --------- |  |  |  | ------- |  |  |  | - | 
|Exhibit
Number |                        |                                                                                                                                                |      | Incorporated by
Reference |      |             | Exhibit
Number |  |                | Filed
Herewith | 
|               | Description of Exhibit |                                                                                                                                                | Form |                           |      | File Number |                |  | Date of Filing |                |  | 
|               |                        |                                                                                                                                                |      |                           |      |            
|31.1           |                        | Certification of principal executive officer pursuant to Rule 13a 14(a)/15d 14(a) of the Securities Exchange Act of 1934, as amended           |      |                           |      |             |                |  |                |                |  |  |           |  |  |  |         |  |  |  | X | 
|               |                        |                                                                                                                                                |      |                           |      |            
|31.2           |                        | Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended           |      |                           |      |             |                |  |                |                |  |  |           |  |  |  |         |  |  |  | X | 
|               |                        |                                                                                                                                                |      |                           |      |            
|32.1           |                        | Certification of principal executive officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |      |                           | 10-Q |             |                |  | 001-36395      |                |  |  | 5/12/2017 |  |  |  | 32.1    |  |  |  |   | 
|               |                        |                                                                                                                                                |      |                           |      |            
|32.2           |                        | Certification of principal financial officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |      |                           | 10-Q |             |                |  | 001-36395      |                |  |  | 5/12/2017 |  |  |  | 32.2    |  |  |  |   | 
|               |                        |                                                                                                                                                |      |                           |      |            
|101.INS        |                        | XBRL Instance Document                                                                                                                         |      |                           | 10-Q |             |                |  | 001-36395      |                |  |  | 5/12/2017 |  |  |  | 101.INS |  |  |  |   | 
|               |                        |                                                                                                                                                |      |                           |      |            
|101.SCH        |                        | XBRL Taxonomy Extension Schema Document                                                                                                        |      |                           | 10-Q |             |                |  | 001-36395      |                |  |  | 5/12/2017 |  |  |  | 101.SCH |  |  |  |   | 
|               |                        |                                                                                                                                                |      |                           |      |            
|101.CAL        |                        | XBRL Taxonomy Calculation Linkbase Document                                                                                                    |      |                           | 10-Q |             |                |  | 001-36395      |                |  |  | 5/12/2017 |  |  |  | 101.CAL |  |  |  |   | 
|               |                        |                                                                                                                                                |      |                           |      |            
|101.DEF        |                        | XBRL Taxonomy Extension Definition Linkbase Document                                                                                           |      |                           | 10-Q |             |                |  | 001-36395      |                |  |  | 5/12/2017 |  |  |  | 101.DEF |  |  |  |   | 
|               |                        |                                                                                                                                                |      |                           |      |            
|101.LAB        |                        | XBRL Taxonomy Label Linkbase Document                                                                                                          |      |                           | 10-Q |             |                |  | 001-36395      |                |  |  | 5/12/2017 |  |  |  | 101.LAB |  |  |  |   | 
|               |                        |                                                                                                                                                |      |                           |      |            
|101.PRE        |                        | XBRL Taxonomy Presentation Linkbase Document                                                                                                   |      |                           | 10-Q |             |                |  | 001-36395      |                |  |  | 5/12/2017 |  |  |  | 101.PRE |  |  |  |   |