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Document and Entity Information - USD ($)	12 Months Ended
Dec. 31, 2017	Mar. 26, 2018	Jun. 30, 2017
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Trading Symbol	DARE
Entity Registrant Name	Dare Bioscience, Inc.
Entity Central Index Key	0001401914
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,422,161
Entity Public Float			$ 52,137,748

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 7,559,846	$ 44,614
Other receivables	284,206
Prepaid expenses	311,571
Other current assets	193,495
Total current assets	8,349,118	44,614
Goodwill	5,187,519
Other non-current assets	723,191	12,678
Total assets	14,259,828	44,614
Current Liabilities
Accounts payable and accrued expenses	966,653	12,678
Convertible promissory notes		697,500
Interest payable		45,057
Total current liabilities	966,653	755,235
Deferred rent	392
Total liabilities	967,045	755,235
Commitments and contingencies (Note 9)
Stockholders' equity (deficit)
Preferred stock, $0.01 par value, 5,000,000 shares authorized None issued and outstanding
Common stock: $0.0001 par value, 120,000,000 shares authorized, 6,047,161 shares issued and outstanding at December 31, 2017 and $0.001 par value, 10,000,000 shares authorized, 910,000 shares issued and outstanding at December 31, 2016	605	91
Accumulated other comprehensive loss	(18,080)
Additional paid-in capital	25,541,210	17,123
Accumulated deficit	(12,230,952)	(727,835)
Total stockholders' equity (deficit)	13,292,783	(710,621)
Total liabilities and stockholders' equity (deficit)	$ 14,259,828	$ 44,614

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating expenses:
General and administrative	$ 2,704,853	$ 157,925
Research and development expenses	984,749	72,666
License expenses		400,000
Impairment of goodwill	7,490,886
Total operating expenses	11,180,488	630,591
Loss from operations	(11,180,488)	(630,591)
Interest expense	(322,629)	(42,096)
Net loss	(11,503,117)	(672,687)
Foreign currency translation adjustments, net of tax	(18,080)
Comprehensive loss	$ (11,521,197)	$ (672,687)
Loss per common share - basic and diluted	$ (3.56)	$ (0.81)
Weighted average number of common shares outstanding:
Basic	3,232,278	835,000
Diluted	3,232,278	835,000

Consolidated Statement of Shareholders' Equity (Deficit) - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2015	$ (46,947)	$ 82	$ 8,119		$ (55,148)
Beginning balance, shares at Dec. 31, 2015		820,000
Restricted stock-based compensation	9,000	$ 9	8,991
Restricted stock-based compensation, shares		90,000
Stock-based compensation	13		13
Net loss	(672,687)				(672,687)
Ending balance at Dec. 31, 2016	(710,621)	$ 91	17,123		(727,835)
Ending balance, shares at Dec. 31, 2016		910,000
Conversion of convertible notes into common stock	912,963	$ 64	912,899
Conversion of convertible notes into common stock, shares		638,805
Beneficial conversion feature	316,805		316,805
Business combination upon merger	24,279,001	$ 450	24,278,551
Business combination upon merger, shares		4,498,356
Stock-based compensation	15,832		15,832
Net loss	(11,503,117)				(11,503,117)
Foreign currency translation adjustments	(18,080)			$ (18,080)
Ending balance at Dec. 31, 2017	$ 13,292,783	$ 605	$ 25,541,210	$ (18,080)	$ (12,230,952)
Ending balance, shares at Dec. 31, 2017		6,047,161

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Operating activities:
Net loss	$ (11,503,117)	$ (672,687)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	15,832	9,013
Non-cash interest	316,805
Impairment of goodwill	7,490,886
Changes in operating assets and liabilities, net impact of acquisition:
Other receivables	662,059
Prepaid expenses	(113,021)	250,000
Other current assets	(193,495)
Other non-current assets	(2,800)
Accounts payable and accrued expenses	753,098	(723)
Interest payable	33,233	42,098
Deferred rent	392
Net cash used in operating activities	(2,540,128)	(372,299)
Investing activities:
Cash acquired through merger	9,918,440
Net cash provided by investing activities	9,918,440
Financing activities:
Proceeds from issuance of convertible promissory notes	155,000	197,500
Net cash provided by financing activities	155,000	197,500
Effect of exchange rate changes on cash and cash equivalents	(18,080)
Net increase (decrease) in cash and cash equivalents	7,515,232	(174,799)
Cash and cash equivalents, beginning of year	44,614	219,413
Cash and cash equivalents, end of year	7,559,846	$ 44,614
Non-cash transactions:
Shares issued in connection of business combination and assumed equity awards	24,279,001
Conversion of convertible notes into common stock	912,962
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$ 837

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Organization and Summary of Significant Accounting Policies

1.	ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and business

Daré Bioscience, Inc., or Daré or the Company, a Delaware corporation, was formed on November 28, 2005 and was previously known as Cerulean Pharma Inc. (“Cerulean”). The Company and its wholly owned subsidiaries, Daré Bioscience Operations, Inc. and Daré Bioscience Australia Pty LTD, operate in one segment and the Company’s principal office is in La Jolla, California. The Company is a clinical-stage biopharmaceutical company committed to the advancement of innovative products for women’s reproductive health. Daré is driven by a mission to identify, develop and bring to market a diverse portfolio of differentiated therapies that expand treatment options, improve outcomes and facilitate convenience for women, primarily in the areas of contraception, vaginal health, sexual health and fertility.

Daré’s business strategy is to license or otherwise acquire the rights to differentiated reproductive health product candidates primarily in the areas of contraception, vaginal health, sexual health and fertility, some of which have existing clinical proof-of-concept data, and to take those candidates through advanced stages of clinical development. The Company has two clinical-stage assets in development, the first of which was licensed in July of 2017 and the second of which was brought into the Company’s portfolio subsequent to December 31, 2017 in February of 2018.

On July 19, 2017, the Company completed its business combination with Daré Bioscience Operations, Inc., a privately held Delaware corporation, or Private Daré, in accordance with the terms of the Stock Purchase Agreement, dated as of March 19, 2017, or the Daré Stock Purchase Agreement, by and among the Company, Private Daré and the holders of capital stock and securities convertible into capital stock of Private Daré named therein, or the Private Daré Stockholders. Pursuant to the Daré Stock Purchase Agreement, each Private Daré Stockholder sold their shares of capital stock of Private Daré to the Company in exchange for newly issued shares of the Company’s common stock and, as a result, Private Daré became a wholly owned subsidiary of the Company and the Private Daré Stockholders became majority shareholders of the Company. In accordance with the terms of the Daré Stock Purchase Agreement, the Company changed its name from “Cerulean Pharma Inc.” to “Daré Bioscience, Inc.”

The operations presented in the accompanying consolidated financial statements and in these notes for the year ended December 31, 2017 represent the operations of the Company after giving effect to the Cerulean/Private Daré stock purchase transaction. The consolidated financial statements and accompanying notes for the year ended December 31, 2016, represent the operations of Private Daré, making a comparison between periods difficult.

The Company’s operations have consisted primarily of raising capital, product research and development, and initial market development.

The Company has not generated any revenue related to its primary business purpose to date and is subject to a number of risks common to other clinical-stage biopharmaceutical companies, including dependence on key individuals, competition from other companies, the need for development of commercially viable products, and the need to obtain adequate additional financing to fund the development of product candidates. The Company is also subject to a number of risks similar to other companies in the industry, including rapid technology change, regulatory approval of products, uncertainty of market acceptance of products, competition from substitute products and larger companies, compliance with government regulations, protection of proprietary technology, dependence on third parties, and product liability.

Basis of presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or U.S. GAAP as defined by the Financial Accounting Standards Board, or FASB.

Liquidity

As of December 31, 2017, the Company had an accumulated deficit of approximately $12.23 million. The Company also had negative cash flow from operations of approximately $2.54 million for the year ended December 31, 2017.

The Company had cash and cash equivalents of $7.56 million as of December 31, 2017. Subsequent to December 31, 2017, on January 4, 2018, the Company entered into an at-the-market issuance common stock sales agreement with H.C. Wainwright & Co., LLC, or the ATM Agreement which enables the Company to sell stock over time if certain conditions are met. The Company generated net proceeds of an aggregate of $1.04 million on sales of an aggregate of 375,000 shares of common stock under the ATM in January and February of 2018. Also, in February 2018, the Company announced the closing of a $10.25 million underwritten offering of common stock and warrants. Net of costs, the proceeds were approximately $9.4 million.

The Company will need additional capital over time to further fund the development of, and seek regulatory approvals for, its current product candidate and any future candidates it may license as well as to commercialize any approved products. If additional funding is not available on a timely basis or at adequate levels, the Company will need to reevaluate its operating plans. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company is currently focused primarily on the development and commercialization of innovative products in women’s reproductive health and believes such activities will result in the Company’s continued incurrence of significant research and development and other expenses related to those programs. If the clinical trials for any of the Company’s product candidates fail or produce unsuccessful results and those product candidates do not gain regulatory approval, or if any of the Company’s product candidates, if approved, fails to achieve market acceptance, the Company may never become profitable. Even if the Company achieves profitability in the future, it may not be able to sustain profitability in subsequent periods. The Company intends to cover its future operating expenses through cash and cash equivalents on hand and through a combination of equity offerings, debt financings, government or other grant funding, collaborations and strategic alliances. The Company cannot be sure that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to the Company or its stockholders.

The Company estimates that based on its current business plan, net cash required to fund operating expenses will approximate $11 million for the year 2018. In addition, one of the Company’s ongoing goals is to continue to identify and in-license new products and product candidates. In the event the Company acquires, licenses or develops any new products or product candidates, the amount required to fund operations for 2018 could increase, possibly materially. The Company expects that its net losses will continue for at least the next several years as it seeks to acquire, license or develop additional products and product candidates. Such losses may fluctuate, the fluctuations may be substantial, and the Company may never become profitable.

As of the date of this report, the Company believes its cash and cash equivalents are sufficient to fund operations for the next twelve months. However, the Company is actively continuing to evaluate various potential strategic transactions, including the potential acquisitions of products, product candidates and companies, and other alternatives. In order to acquire or develop additional products and product candidates, the Company will likely require additional capital over time.

Principles of Consolidation

The consolidated financial statements of the Company are stated in U.S. dollars and are prepared using U.S. GAAP. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Daré Bioscience Operations, Inc., and Daré Bioscience Australia Pty LTD. The financial statements of the Company’s wholly owned subsidiaries are recorded in their functional currency and translated into the reporting currency. The cumulative effect of changes in exchange rates between the foreign entity’s functional currency and the reporting currency is reported in Accumulated Other Comprehensive Loss. All intercompany transactions and accounts have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of stock-based compensation, goodwill impairment and purchase accounting. Actual results could differ from those estimates and could materially affect the reported amounts of assets, liabilities and future operating results.

Risks and Uncertainties

The Company will require approvals from the U.S. Food and Drug Administration, or FDA, or foreign regulatory agencies prior to being able to sell any products. There can be no assurance that the Company’s current or future product candidates will receive the necessary approvals. If the Company is denied regulatory approval of its product candidates, or if approval is delayed, it may have a material adverse impact on the Company’s business, results of operations and its financial position.

The Company is subject to a number of risks similar to other life science companies, including, but not limited to, risks related to the ability to license product candidates, successfully develop product candidates, raise additional capital, compete with other products, and protect proprietary technology. In the event the Company receives a regulatory approval for a product, the market’s acceptance of the product remains a risk. As a result of these and other factors and the related uncertainties, there can be no assurance of the Company’s future success.

Cash and Cash Equivalents

The Company considers cash and all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

Concentration of Credit Risk

The Company maintains cash balances at various financial institutions and such balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company also maintains money market funds at various financial institutions which are not federally insured although are invested primarily in the U.S. The Company has not experienced any losses in such accounts and management believes that the Company does not have significant risk with respect to such cash and cash equivalents.

Fair Value of Financial Instruments

U.S. generally accepted accounting principles define fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date, and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The three-level hierarchy of valuation techniques established to measure fair value, is defined as follows:

•

Level 1: inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

•

Level 2: inputs other than level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.

•

Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Cash and cash equivalents of $7.56 million and $0.04 million measured at fair value as of December 31, 2017 and 2016, respectively, are classified within Level 1. Other receivables are financial assets with carrying values that approximate fair value due to the short-term nature of these assets. Accounts payable and accrued expenses and other liabilities are financial liabilities with carrying values that approximate fair value due to the short-term nature of these liabilities.

Business Combinations

Assets acquired and liabilities assumed as part of a business acquisition are recorded at their estimated fair value at the date of acquisition. The excess of the total purchase consideration over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires management to make estimates, which are based on all available information and, in some cases, assumptions with respect to the timing and amount of future revenue and expenses associated with an asset.

Goodwill

The Company records goodwill based on the fair value of the assets acquired. In determining the fair value of the assets acquired, the Company utilizes extensive accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. The Company uses the discounted cash flow method to estimate the value of intangible assets acquired.

Goodwill is not amortized but is tested annually for impairment or more frequently if impairment indicators exist. The Company adopted accounting guidance related to annual and interim goodwill impairment tests which allows the Company to first assess qualitative factors before performing a quantitative assessment of the fair value of a reporting unit. If it is determined on the basis of qualitative factors that the fair value of the reporting unit is more likely than not less than the carrying amount, a quantitative impairment test is required.

The Company recorded goodwill of $12.68 million related to the Stock Purchase Transaction on July 19, 2017. Based upon the Company’s annual impairment test conducted as of December 31, 2017, the book value of its net assets exceeded the fair value of the Company, determined based upon the Company’s average market capitalization during the month of December 2017 as well as a discounted cash flow method. As a result, the Company recorded a non-cash impairment charge of $7.49 million in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2017 and reduced the carrying value of goodwill from $12.68 million to $5.19 million on our consolidated balance sheet as of December 31, 2017. See Note 2, “Acquisition.”

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. Its chief operating decision maker is the chief executive officer. The Company has one operating segment, women’s reproductive health.

Research and Development Costs

Research and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits for full-time research and development employees, an allocation of facilities expenses, overhead expenses, manufacturing process-development and scale-up activities, clinical trial and related clinical trial manufacturing expenses, fees paid to clinical research organizations, or CRO’s, and investigative sites, payments to universities under the Company’s license agreements and other outside expenses. Research and development costs are expensed as incurred. Nonrefundable advance payments, if any, for goods and services used in research and development are recognized as an expense as the related goods are delivered or services are performed.

Net Loss Per Share

Basic net loss attributable to common stockholders per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period without consideration of common stock equivalents. Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods presented as the inclusion of all potential dilutive securities would have been antidilutive. All per share figures have been retroactively adjusted for the Reverse Stock Split.

At December 31, 2017, stock options exercisable into 526,338 shares of common stock were outstanding. There were 5,000 stock options outstanding at December 31, 2016. These securities were not included in the computation of diluted loss per share because they are antidilutive, but they could potentially dilute earnings (loss) per share in future years.

Stock-Based Compensation

The Company records compensation expense for all stock-based awards granted based on the fair value of the award at the time of grant. The Company uses the Black-Scholes Pricing Model to determine the fair value of each of the awards which considers factors such as expected term, volatility, risk free interest rate and dividend yield. Due to the limited history of the Company, the simplified method was utilized in order to determine the expected term of the awards. Additionally, the Company considered comparable companies in the industry which have available share price history to calculate the volatility. The Company compared U.S. Treasury Bills in determining the risk-free interest rate appropriate given the expected term. Finally, the Company has not established and has no plans to establish a dividend policy or declare any dividends in the foreseeable future and thus no dividend yield was determined necessary in the calculation of fair value.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with Accounting Standards Codification, or ASC 740, Income Taxes. Under this method deferred income taxes are provided to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company follows the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At December 31, 2017, the Company did not record any liabilities for uncertain tax positions.

As the Company has significant operating losses, the Company does not expect to pay any income taxes for 2017 and as such no income tax provision has been made. Management evaluated the Company’s tax positions and as of December 31, 2017 has approximately $846,000 of unrecognized benefits. The tax years 2014 to 2017 remain open to examination by federal and state taxing authorities while the statute for net operating losses generated remain open beginning in the year of utilization.

Indemnifications

As permitted under Delaware law, the Company has entered into indemnification agreements with its officers and directors that provide that the Company will indemnify the directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by such director or officer in any action or proceeding arising out of their service as a director and/or officer. The term of the indemnification is for the officer’s or director’s lifetime. During the year ended December 31, 2017, the Company did not experience any losses related to those indemnification obligations. The Company does not expect significant claims related to these indemnification obligations, and consequently, has concluded the fair value of the obligations is not material. Accordingly, as of December 31, 2017 and 2016, no amounts have been accrued related to such indemnification provisions.

Recent Accounting Pronouncements

On May 28, 2014, the FASB issued Accounting Standards Update, or ASU 2014-09, Revenue From Contracts With Customers, which impacts the way in which some entities recognize revenue for certain types of transactions. The new standard will become effective beginning in 2018 for public companies. As the Company does not currently have any contracts with customers, it does not experience any impact from this accounting standard.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The new standard is effective for public companies for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently assessing the potential impact of this accounting standard and the effect it might have on the consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which intended to add or clarify guidance on the classification of certain cash receipts and payments on the statement of cash flows. The new guidance addresses cash flows related to the following: debt prepayment or extinguishment costs, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies and bank-owned life insurance policies, distributions received from equity method investees, beneficial interest in securitization transactions, and the application of predominance principle to separately identifiable cash flows. The standard is effective for the Company for annual periods beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which intended to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard is effective for Daré for annual periods beginning after December 15, 2017. The Company’s early adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350). The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company’s adoption of this standard on September 30, 2017 did not have a material impact on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting, which intended to provide clarity when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The standard is effective for the Company for annual periods beginning on or after December 15, 2017 with early adoption permitted. The Company’s early adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): (I) Accounting for Certain Financial Instruments with Down Round Features, (II) Replacement for the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. This update was issued to provide additional clarity related to accounting for certain financial instruments that have characteristics of both liabilities and equity. In particular, this update addresses freestanding and embedded financial instruments with down round features and whether they should be treated as a liability or equity instrument. Part II simply replaces the indefinite deferral for certain mandatorily redeemable non-controlling interests and mandatorily redeemable financial instruments of nonpublic entities contained within the ASC Topic 480 with a scope exception and does not impact the accounting for these mandatorily redeemable instruments. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the adoption of the standard may have on its consolidated financial statements.

Acquisition

12 Months Ended

Dec. 31, 2017

Business Combinations [Abstract]

Acquisition

2.	ACQUISITION

On July 19, 2017, Private Daré completed the Stock Purchase Transaction with Cerulean as discussed in Note 1. For purposes of clarity, prior to the Stock Purchase Transaction, the Company is sometimes referred to as Cerulean. The Stock Purchase Transaction was accounted for as a reverse merger under the acquisition method of accounting whereby Private Daré was considered to have acquired Cerulean for financial reporting purposes because immediately upon completion of the Stock Purchase Transaction, Private Daré stockholders held a majority of the voting interest of the combined company. Pursuant to business combination accounting, the Company applied the acquisition method, which requires the assets acquired and liabilities assumed be recorded at fair value with limited exceptions. The excess of the purchase price over the assets acquired and liabilities assumed represents goodwill. The goodwill is primarily attributable to the cash and cash equivalents at closing of approximately $9.92 million and the impact of the unamortized fair value of Cerulean stock options of $3.65 million. The unamortized fair value of the Cerulean stock options relates to an option modification approved on March 19, 2017 that provided for an acceleration of vesting upon a change in control event. Such modification became effective upon the completion of the Stock Purchase Transaction. Hence, the unamortized fair value of such options is deemed to be part of total purchase consideration and goodwill. Transaction costs associated with the Stock Purchase Transaction of $0.96 million are included in general and administrative expense. The total purchase price consideration of approximately $24.28 million represents the fair value of the shares of Cerulean stock issued in connection with the Stock Purchase Transaction and the unamortized fair value of Cerulean options assumed on July 19, 2017 which was allocated as follows:

Purchase Consideration	(in thousands)
Fair value of shares issued	$	20,625
Unamortized fair value of Cerulean options		3,654
Fair value of total consideration	$	24,279
Assets acquired and liabilities assumed
Cash and cash equivalents	$	9,918
Prepaid expense and other current assets		1,915
Accounts payable		(233	)
Total assets acquired and liabilities assumed		11,600
Goodwill	$	12,679

The final allocation of the purchase price is dependent on the finalization of the valuation of the fair value of assets acquired and liabilities assumed and may differ from the amounts included in these consolidated financial statements. The Company expects to complete the final allocation as soon as practical but no later than one year from the acquisition date.

The Company retrospectively recorded purchase price adjustments at the acquisition date to increase current liabilities by $23,609 and increase current assets by $225,778, resulting in a $202,169 reduction to the original goodwill amount of $12.88 million.

The Company tests its goodwill for impairment annually as of December 31 and between annual tests if it becomes aware of an event or change in circumstance that would indicate the carrying value may be impaired. The Company tested goodwill for impairment at the entity level because it operates on the basis of a single reporting unit. A goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. When impaired, the carrying value of goodwill is written down to fair value. Any excess of the reporting unit goodwill carrying value over the fair value is recognized as impairment loss.

The Company assessed goodwill at December 31, 2017 and determined there was an impairment and recognized an impairment charge of $7.49 million in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2017 and reduced the carrying value of goodwill from $12.68 million to $5.19 million on its consolidated balance sheet as of December 31, 2017.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
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+ Details

Convertible Promissory Notes

12 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

Convertible Promissory Notes

3.	CONVERTIBLE PROMISSORY NOTES

On December 4, 2015, Private Daré issued convertible promissory notes in the aggregate principal amount of $500,000. The convertible promissory notes accrued interest at a rate of 8% per annum, and were convertible into Private Daré’s next preferred stock financing round and were payable following the delivery of a demand by the holders of a majority in interest of the outstanding principal (including the outstanding principal amount under the convertible promissory notes issued on or after November 18, 2016, as described further below) on or after December 4, 2017. In the event of a preferred stock financing, all outstanding principal and unpaid interest under the convertible promissory notes will convert into the shares of Private Daré’s preferred stock issued in such financing at the price per share paid by the purchasers of such shares and an additional number of shares equal to 15% to 25% of the outstanding principal and unpaid interest based on the amount of time that has passed between the issuance of the convertible promissory notes and the closing of such preferred stock financing.

During the week of November 18, 2016, Private Daré issued additional convertible promissory notes, and amended the terms of certain of the outstanding convertible promissory notes held by persons who purchased additional convertible promissory notes on or after November 18, 2016. These convertible promissory notes (including the convertible promissory notes issued in December 2015 and amended in connection with the sale of additional convertible promissory notes in November 2016) accrued interest at a rate of 8% per annum, were convertible into Private Daré’s next preferred stock financing round and were payable following the delivery of a demand by the holders of a majority in interest of the outstanding principal (including the outstanding principal amount under the convertible promissory notes issued in December 2015) on or after December 4, 2017. In the event of a preferred stock financing, all outstanding principal and unpaid interest under the convertible promissory notes (including the amended convertible promissory notes originally issued in December 2015) will convert into the shares of Private Daré’s preferred stock issued in such financing at the price per share paid by the purchasers of such shares and an additional number of shares equal to 40% of the outstanding principal and unpaid interest. In addition, in the event of a change of control in which the convertible promissory notes (including the amended convertible promissory notes originally issued in December 2015) are repaid, the holders of such notes are entitled to receive 2 to 5 times the amount of the principal based on the proceeds payable to Private Daré or its stockholders in connection with such change of control. During the week of November 18, 2016, Private Daré issued convertible promissory notes in the aggregate principal amount of $197,500 and amended the terms of prior notes in the aggregate principal amount of $275,000 to correspond with the terms of such additional convertible promissory notes. On February 17, 2017, the Company issued an additional convertible promissory note in the principal amount of $100,000.

In connection with the Stock Purchase Transaction, described in further detail below, all outstanding convertible promissory notes issued prior to March 31, 2017 were further amended to provide that such notes will convert into shares of Private Daré common stock at a price per share of $0.18727 (subject to stock splits, combinations and similar events) effective as of immediately prior to the closing of the Stock Purchase Transaction and that the Stock Purchase Transaction would not constitute a change of control, including for purposes of the repayment premium described above. The number of shares of common stock issuable upon conversion of the convertible promissory notes issued prior to March 31, 2017 will be equal to the outstanding principal amount plus accrued interest through March 31, 2017 divided by $0.18727 (subject to stock splits, combinations and similar events) plus, in the case of the convertible promissory notes issued in December 2015, 25% of the principal amount divided by $0.18727 (subject to stock splits, combinations and similar events), and, in the case of the convertible promissory notes issued on or after November 18, 2016 (including certain of the amended convertible promissory notes originally issued in December 2015 the holders of which also participated in the November 2016 note offering) 40% of the principal amount divided by $0.18727 (subject to stock splits, combinations and similar events).

On July 19, 2017, Private Daré amended the notes to provide that (i) the interest on the notes be subject to compounding on an annual basis as of December 31 of each year and (ii) the number of shares of common stock issuable upon conversion of the convertible promissory notes issued prior to March 31, 2017 will be equal to the outstanding principal amount plus accrued interest through March 31, 2017 divided by $0.18727 (subject to stock splits, combinations and similar events) plus, in the case of the convertible promissory notes issued in December 2015, 25% of the principal amount plus accrued interest through March 31, 2017 divided by $0.18727 (subject to stock splits, combinations and similar events), and, in the case of the convertible promissory notes issued on or after November 18, 2016 (including certain of the amended convertible promissory notes originally issued in December 2015 the holders of which also participated in the November 2016 note offering), 40% of the principal amount plus accrued interest through March 31, 2017 divided by $0.18727 (subject to stock splits, combinations and similar events).

Between April 1, 2017 and June 6, 2017, Private Daré issued additional convertible promissory notes in the aggregate principal amount of $55,000 pursuant to a new note purchase agreement. One note in the principal amount of $20,000 was issued on May 31, 2017 and two notes in the aggregate principal amount of $35,000 were issued during the first week of June. The new note purchase agreement provided for one or more additional closings through the earlier to occur of September 28, 2017 and the date on which the Company’s stockholders approve the Stock Purchase Transaction, and limited the aggregate principal amount of the convertible promissory notes issued thereunder to $2.0 million. The convertible promissory notes issued pursuant to the May 31, 2017 note purchase agreement bear an annual interest rate of 8% and automatically converted immediately prior to closing of the transaction into the number of shares of Private Daré common stock equal to 120% of the original principal amount of each such note divided by $0.38. The interest on such notes did not convert into shares of Private Daré’s common stock. In addition, the holders of such notes issued pursuant to the new note purchase agreement were entitled to convert the value of any then outstanding notes plus unpaid and accrued interest plus an additional 20% of the principal amount of their notes into Qualified and Non-Qualified Equity Financings (with such terms having the same meaning as in the December 2015 note purchase agreement) at the price paid by investors in the Qualified and Non-Qualified Equity Financings. Each purchaser of notes pursuant to the new note purchase agreement also executed and delivered a counterpart signature page to the Stock Purchase Agreement.

Immediately prior to the closing of the Stock Purchase Transaction, all of the convertible promissory notes of Private Daré, in aggregate principal of, and accrued interest on, were converted into shares of common stock of Private Daré and all of the outstanding shares of common stock of Private Daré were exchanged for shares of common stock of the Company pursuant to the exchange ratio defined in the Stock Purchase Agreement. As a result of the conversion, the Company recognized an expense of $316,805 relating to the beneficial conversion feature present in each of the note agreements.

Income Taxes

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

6.	INCOME TAXES

The components of loss from continuing operations before provision for income taxes consists of the following (in thousands):

	Years Ended December 31,
	2017		2016
Domestic	$	11,503	$	673
Foreign		18		-
Loss before taxes	$	11,521	$	673

The difference between the provision for income taxes (benefit) and the amount computed by applying the U.S. federal income tax rate for the years ended December 31, 2017 and 2016 are as follows

	Years Ended December 31,
	2017			2016
Federal income tax expense at statutory rate		34.0	%		34.0	%
State income tax, net of federal benefit		1.3	%		5.8	%
Permanent differences		(2.8	%)		0.0	%
Research and development credit		1.9	%		0.0	%
Stock compensation		(3.4	%)		0.0	%
Federal rate reduction under tax reform		(204.7	%)		0.0	%
Goodwill impairment		(22.1	%)		0.0	%
Other		0.0	%		0.0	%
Change in valuation allowance		195.8	%		(39.8	%)
Effective income tax rate		0.0	%		0.0	%

The major components of the Company’s deferred tax assets as of December 31, 2017 and 2016 are shown below (in thousands).

	2017			2016
Net operating loss carryforwards	$	32,412		$	290
Research and development credit carryforwards		3,102			—
Capitalized research and development costs		15,176			—
Other amortizable costs		3,377			—
Stock compensation		1,877			—
Total deferred tax assets		55,944			290
Valuation allowance		(55,944	)		(290	)
Net deferred tax assets	$	—		$	—

The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Under applicable accounting standards, management has considered the Company’s history of losses and concluded that it is more likely than not the Company will not recognize the benefits of federal and state deferred tax assets. Accordingly, a valuation allowance of $55.9 million and $290,000 was established at December 31, 2017 and 2016 respectively, to offset the net deferred tax assets. When and if management determines that it is more likely than not that the Company will be able to utilize the deferred tax assets prior to their expiration, the valuation allowance may be reduced or eliminated. The increase in valuation allowance to $55.9 million for the year ending December 31, 2017 is primarily related to acquired deferred tax assets in the transaction with Cerulean Pharma Inc, offset by a reduction in deferred tax assets revalued at the reduced federal tax rate under the U.S. Tax Cuts and Jobs Act enacted in December of 2017. The increase in valuation of approximately $141,000 for the year ending December 31, 2016 is primarily related to an increase in net operating losses generated during the year.

The Company has U.S. federal net operation loss, or NOL, carryforwards available at December 31, 2017 of approximately $122.5 million (2016 – $700,000) that will begin to expire in 2027. The Company has state net operating loss carryforwards of $102.7 million (2016 – $700,000) that will begin to expire in 2030. The Company has U.S. federal research credit carryforwards available at December 31, 2017 of approximately $2.5 million (2016 – $0) that will begin to expire in 2027. The Company has state research credits of $1.6 million (2016 – $0) that will begin to expire in 2022. The difference between federal and state net operating loss carryforwards is primarily due to previously expired state carryforwards.

Utilization of the net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has not yet completed an evaluation of ownership changes. To the extent an ownership change occurs, the net operating loss, credit carryforwards and other deferred tax assets may be subject to limitations.

On December 22, 2017, President Trump signed into law the “Tax Cuts and Jobs Act,” or TCJA, which significantly reforms the Internal Revenue Code of 1986, as amended. The TCJA, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of interest and net operating loss carryforwards, allows for the expensing of capital expenditures, and puts into effect the migration from a “worldwide” system of taxation to a territorial system.

The TCJA permanently lowers the corporate federal income tax rate to 21% from the existing maximum rate of 35%, effective for tax years including or commencing on January 1, 2018. As a result of the reduction of the corporate federal income tax rate to 21%, U.S. GAAP requires companies to revalue their deferred tax assets and deferred tax liabilities as of the date of enactment, with the resulting tax effects accounted for in the reporting period of enactment. This revaluation resulted in a provision of $23.6 million to income tax expense in continuing operations and a corresponding reduction of the Company’s valuation allowance. As a result of the offsetting valuation allowance, there is no impact to the Company’s income statement for the year ended December 31, 2017 from the reduction in federal income tax rates. The Company’s preliminary estimate of the TCJA and the remeasurement of its deferred tax assets and liabilities is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the TCJA, changes to certain estimates and the filing of its tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting TCJA may require further adjustments and changes to the Company’s estimates. The final determination of TCJA and the remeasurement of the Company’s deferred tax assets and liabilities will be completed as additional information becomes available, but no later than one year from the enactment of the TCJA.

A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows:

	Years Ended December 31,
	2017		2016
Beginning uncertain tax benefits	$	—	$	—
Current year - increases		65		—
Current year - purchase accounting increases		781		—
Ending uncertain tax benefits	$	846	$	—

Included in the balance of uncertain tax benefits at December 31, 2017 are $846,000 of tax benefits that, if recognized, would impact the effective tax rate. We anticipate that no material amounts of unrecognized tax benefits will be settled within 12 months of the reporting date.

The Company’s policy is to record estimated interest and penalties related to uncertain tax benefits as income tax expense. As of December 31, 2017, and 2016, the Company had no accrued interest or penalties recorded related to uncertain tax positions.

The tax years 2014 through 2017 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the U.S. The statute of limitations for U.S. net operating losses utilized in future years will remain open beginning in the year of utilization.

No additional provision has been made for U.S. income taxes related to undistributed foreign earnings of the Company’s wholly owned Australian subsidiary or for unrecognized deferred tax liabilities for temporary differences related to investments in subsidiaries. As such, earnings are expected to be permanently reinvested, the investments are permanent in duration, or the Company has estimated that no additional tax liability will arise as a result of the distribution of such earnings. A liability could arise if amounts are distributed by the subsidiary or if the subsidiary is ultimately disposed. It is not practical to estimate the additional income taxes, if any, related to permanently reinvested earnings. There are no unremitted earnings as of December 31, 2017.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2017

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation

8.	STOCK-BASED COMPENSATION

The 2015 Employee, Director and Consultant Equity Incentive Plan

Prior to the Stock Purchase Transaction, the 2015 Employee, Director and Consultant Equity Incentive Plan of Private Daré, or the 2015 Plan, governed the issuance of incentive stock options, non-qualified stock options, stock grants and other stock-based awards to individuals who were then employees, officers, non-employee directors or consultants of Private Daré. Options granted under the 2015 Plan have terms of ten years from the date of grant unless earlier terminated and generally vest over a three-year period. Upon closing of the Stock Purchase Transaction, the 2015 Plan was assumed by the Company and each outstanding option to acquire stock of Private Daré that was not exercised prior to the closing of the Stock Purchase Transaction was assumed on the same terms and conditions as were applicable under the 2015 Plan, and became an option to acquire such number of shares of the Company’s common stock as was equal to the number of Private Daré shares subject to such unexercised option multiplied by the exchange ratio defined in the Stock Purchase Agreement, at a correspondingly adjusted exercise price.

There were no options granted under the 2015 Plan during the years ended December 31, 2017 and December 31, 2016, and effective as of July 19, 2017 following closing of the Stock Purchase Transaction, no further options may be granted under the 2015 Plan.

The exercise price of the 5,000 options granted for the year ended December 31, 2015 was equal to the estimated fair value of the common stock of Private Daré on the date of grant. On July 19, 2017, these options were assumed by the Company and were replaced with an option to purchase 10,149 shares of the Company’s common stock (after giving effect to the adjustments for the Stock Purchase Transaction and Reverse Stock Split), all of which were outstanding as of December 31, 2017.

Restricted Stock

Private Daré issued 900,000 and 200,000 shares of fully vested restricted stock to non-employees under the 2015 Plan during the year ended December 31, 2016 and December 31, 2015, respectively. On July 19, 2017, these shares were assumed by the Company and were replaced with 223,295 restricted shares of the Company’s common stock (after giving effect to the adjustments for the Stock Purchase Transaction and Reverse Stock Split), all of which were outstanding as of December 31, 2017.

During the year ended December 31, 2017, the Company did not issue any shares of restricted stock to employees or non-employees under the 2015 Plan.

2014 Employee Stock Purchase Plan

In March 2014, the Company’s board of directors adopted, and its stockholders approved the 2014 Employee Stock Purchase Plan, or the ESPP, which became effective in April 2014. The ESPP permits eligible employees to enroll in a six-month offering period whereby participants may purchase shares of the Company’s common stock, through payroll deductions, at a price equal to 85% of the closing price of the common stock on the first day of the offering period or the last day of the offering period, whichever is lower. Purchase dates under the ESPP occur on or about June 30 and December 31 each year. The board of directors determined not to initiate a new offering period beginning January 1, 2017. The stock-based compensation expense related to the ESPP for the year ended December 31, 2016 was $24,000. There was no stock-based compensation related to the ESPP for the year ended December 31, 2017.

2014 Stock Incentive Plan

Options granted under the Company’s 2014 Stock Incentive Plan, or the 2014 Plan or Current Plan, have terms of no more than ten years from the date of grant unless earlier terminated. A total of 240,000 shares of common stock were initially reserved for issuance under the Current Plan. In addition, “returning shares” that may become available from time to time are added back to the plan. “Returning shares” are shares that are subject to outstanding awards granted under the Current Plan that expire or terminate prior to exercise or settlement, are forfeited because of failure to vest, are repurchased, or are withheld to satisfy tax withholding or purchase price obligations in connection with such awards. At December 31, 2017, 46,479 shares of Common Stock are reserved for future issuance under the 2014 Stock Incentive Plan.

The Company’s board of directors approved two modifications to the stock options issued under the 2014 Plan to participants who were providing services to the Company as of March 19, 2017. The Company extended the exercise period for such stock options to two years beyond such participant’s termination date, unless the original option terms provided for a longer exercise period and provided for the acceleration of vesting for such stock options upon a change in control event. Modifications to the existing option terms resulted in unamortized fair value expense of approximately $3.7 million and was recorded as part of the total consideration in the Stock Purchase Transaction and discussed in Note 2.

As of December 31, 2017, there were stock options outstanding to purchase up to 519,572 shares of the Company’s common stock that were granted under the 2014 Plan.

Stock Option Activity

Together with the Private Daré options assumed in connection with the Stock Purchase Transaction, the Company had options to purchase 539,896 shares of common stock outstanding as of December 31, 2017.

A summary of stock option activity with regards to the 2015 Plan and the Current Plan, and related information for the year ended December 31, 2017 is set forth in the table below. The exercise price of all options granted during the years ended December 31, 2017 and 2016 was equal to the market value of the Company’s common stock on the date of grant. As of December 31, 2017, $41,325 represents unamortized stock-based compensation expense which will be amortized over the weighted average period of 2.1 years.

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2015		5,000		$	0.01
Granted		—			—
Exercised		—			—
Forfeited		—			—
Outstanding at December 31, 2016		5,000		$	0.01
Granted		565,372			32.90
Exercised		—			—
Forfeited		(30,476	)		54.25
Outstanding at December 31, 2017		539,896		$	31.40		8.0	$	21,861
Options exercisable at December 31, 2017		526,338		$	32.10		7.9	$	14,574
Options vested and expected to vest at December 31, 2017		539,896		$	31.40		8.0	$	21,861

Compensation Expense

The Company has recorded stock-based compensation expense of $15,832 and $9,013 related to the issuance of stock option awards to employees for the year ended December 31, 2017 and 2016.

The assumptions used in the Black-Scholes option-pricing model for stock options granted to employees and to non-employee directors in respect of board services during the year ended December 31, 2017 is as follows:

	2017
Expected life in years		5.4
Risk-free interest rate		1.85	%
Expected volatility		72	%
Forfeiture rate		—
Dividend yield		0.0	%
Weighted-average fair value of options granted	$	4.46

No stock options were granted during the year ended December 31, 2016.

Restricted Stock After the Stock Purchase Transaction

The 3.14 million shares of common stock issued in connection with the Stock Purchase Transaction to the shareholders of Private Daré have not been registered with the SEC and may only be sold if registered under the Securities Act of 1933, as amended, or pursuant to an exemption from the SEC’s registration requirements. These became eligible for sale pursuant to Rule 144 beginning six months after the closing date of the Stock Purchase Transaction.

Common Stock Warrants

No warrants were exercised during the year ended December 31, 2017. The following table summarizes the outstanding warrants to purchase shares of the Company’s common stock as of December 31, 2017:

Shares Underlying Outstanding Warrants		Exercise Price		Expiration Date
	169	$	17.70	August 8, 2018
	2,906	$	12.04	December 1, 2021
	3,737	$	12.04	December 6, 2021
	17,190	$	6.05	January 8, 2020
	6,500	$	1.00	April 4, 2026
	30,502

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References + Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2017
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company entered into a lease for office space the term of which commenced on January 1, 2017 that provided for termination by either party upon 30 days’ notice. In July 2017, the Company provided notice of termination of this lease. The Company entered into a sublease on July 27, 2017, which provides facilities space as well as other administrative services for a monthly fee of $5,651 that increases 3% annually. The term of the sublease commenced on August 1, 2017 and expires on June 30, 2019. The Company may terminate the sublease by providing 30 days’ written notice. Legal Proceedings From time to time, the Company may be involved in various claims arising in the normal course of business. Management is not aware of any material claims, disputes or unsettled matters that would have a material adverse effect on the Company’s results of operations, liquidity or financial position that the Company has not adequately provided for in the accompanying consolidated financial statements. Risk Management The Company maintains various forms of insurance that the Company’s management believes are adequate to reduce the exposure of these risks to an acceptable level. Employment Agreements Certain executive officers are entitled to payments if they are terminated without cause or as a result of a change in control of the Company. Upon termination without cause, and not as a result of death or disability, each officer is entitled to receive a payment of an amount equal to six to twelve months of base salary and to receive continuing health benefits coverage for periods ranging between six to twelve months following the termination of employment or until such officer is covered under a separate plan from another employer. Upon termination other than for cause or for good reason within three months prior to or twelve months following a change in control of the Company, each officer will be entitled to receive a payment of an amount equal to nine to eighteen months of base salary and target bonus and to receive continuing health benefits coverage for periods ranging between nine to eighteen months following the termination of employment. In addition, upon a change in control of the Company, each officer’s outstanding unvested options will fully vest and accelerate subject to the conditions outlined in such officer’s employment agreement. License and Research Agreements ADVA-Tec The Company entered into a license agreement with ADVA-Tec, Inc., or the ADVA-Tec Agreement under which it was granted an exclusive right to develop and commercialize Ovaprene™ for human contraceptive use worldwide. That license agreement became effective once the Company secured the initial funding required in accordance with its terms. ADVA-Tec and its affiliates own issued patents or patent applications covering Ovaprene, and control proprietary trade secrets covering the manufacture of Ovaprene. As of the date of these consolidated financial statements, this patent portfolio includes 12 issued patents worldwide, along with 8 patent applications, all of which in accordance with the terms of the ADVA-Tec Agreement are exclusively licensed to the Company for the human contraceptive use of Ovaprene. The Company also has a right of first refusal to license these patents and patent applications for purposes of additional indications for Ovaprene. Under the ADVA-Tec Agreement, ADVA-Tec will conduct certain research and development work as necessary to allow the Company to seek a Premarket Approval, or PMA from the FDA and will supply the Company with its requirements of Ovaprene for clinical and commercial use on commercially reasonable terms. Under the ADVA-Tec Agreement, the Company is required to make payments of up to $14.6 million in the aggregate to ADVA-Tec based on the achievement of specified development and regulatory milestones, which include the completion of a successful Postcoital Clinical Trial Study (as defined in the ADVA-Tec Agreement); approval by the FDA to commence the Phase 3 pivotal human clinical trial; successful completion of the Phase 3 pivotal human clinical trial; the FDA’s acceptance of the filing of a PMA for Ovaprene; the FDA’s approval of the PMA for Ovaprene; Conformite Europeenne Marking of Ovaprene in at least three designated European countries; obtaining regulatory approval in at least three designated European countries; and obtaining regulatory approval in Japan. In addition, after the commercial launch of Ovaprene, the Company is also required to make royalty payments to ADVA-Tec based on aggregate annual net sales of Ovaprene in specified regions, which percentage royalty rate will vary between 1% and 10% and will increase based on various net sales thresholds. Finally, the Company is also required to make up to $20 million in the aggregate in commercial milestone payments to ADVA-Tec upon reaching certain worldwide net sales milestones. The Company is obligated to use commercially reasonable efforts to develop and commercialize Ovaprene, and must meet certain minimum spending amounts per year, such amounts totaling $5 million in the aggregate over the first three years, to cover such activities until a final PMA is filed, or until the first commercial sale of Ovaprene, whichever occurs first. The license the Company received under the ADVA-Tec agreement continues on a country-by-country basis until the later of the life of the licensed patents or the Company’s last commercial sale of Ovaprene. The ADVA-Tec Agreement includes customary termination rights for both parties and provides the Company the right to terminate with or without cause in whole or on a country-by-country basis upon 60 days prior written notice. In addition, ADVA-Tec may terminate the ADVA-Tec Agreement if the Company fails to do any of the following: (i) satisfy the annual spending obligation described above, (ii) fail to use commercially reasonable efforts to complete all necessary pre-clinical and clinical studies required to support and submit a PMA, (iii) fail to conduct clinical trials as set forth in the development plan that is agreed by Daré and ADVA-Tec, and as may be modified by a joint research committee, where such failure is not caused by events outside of the Company’s reasonable control, or (iv) fail to enroll a patient in the first non-significant risk medical device study or clinical trial as allowed by an institutional review board within six months of the production and release of Ovaprene, where non-enrollment is not caused by events outside of the its reasonable control. In addition, ADVA-Tec may terminate the ADVA-Tec Agreement if the Company develops or commercializes any non-hormonal ring-based vaginal contraceptive device which is deemed competitive to Ovaprene or, in certain limited circumstances, if the Company fails to commercialize Ovaprene in certain designated countries within three years of the first commercial sale of Ovaprene. For products currently in development, future potential milestone payments based on product development are approximately $14.6 million as of December 31, 2017. Future potential milestone payments related to commercialization totaled $20 million at December 31, 2017. There are 1-10% royalties required under the license agreement. The Company is unable to estimate with certainty the timing on when these milestone payments will occur as these payments are dependent upon the progress of the Company’s product development programs. Employee Benefit – 401(k) Plan The Company has a 401(k) retirement plan, or the 401(k) Plan, covering all qualified employees. The 401(k) Plan allows each participant to contribute a portion of their base wages up to an amount not to exceed an annual statutory maximum. The 401(k) Plan includes a Safe Harbor Plan that provides a Company match up to 4% of salary. During the year ended December 31, 2017 and 2016, the Company made no matching contributions.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	10. SUBSEQUENT EVENTS ATM Financing On January 4, 2018, the Company entered into the ATM Agreement pursuant to which the Company may sell common stock from time to time up to an aggregate offering price of $10 million. Sales of the Company’s common stock, if any, will be made by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including the sales made directly on Nasdaq, on any other existing trading market for the common stock or to or through a market maker. Common stock may also be sold in negotiated transactions, subject to the Company’s prior approval. The Company agreed to pay an aggregate commission rate of up to 3% of the gross proceeds from sales of any common stock sold under this agreement. Proceeds from sales of common stock will depend on the number of shares of common stock sold and the per share purchase price of each transaction. The Company is not obligated to make any sales of common stock under the sales agreement and may terminate the ATM Agreement at any time upon written notice. In January and February 2018, the Company generated net proceeds of an aggregate of $1.04 million on sales of an aggregate of 375,000 shares of its common stock under the ATM. License and Collaboration Agreement On February 11, 2018, the Company entered into a license and collaboration agreement, or the License Agreement, with Strategic Science and Technologies-D, LLC and Strategic Science Technologies, LLC, or referred to collectively as SST, pursuant to which the Company was required to secure an investment of at least $10 million by March 31, 2018. The Company announced that it had met this funding requirement on February 15, 2018. The License Agreement provides the Company with an exclusive, royalty-bearing, sublicensable license to develop and commercialize, in all countries and geographic territories of the world, for all indications for women related to female sexual dysfunction and/or female reproductive health, including treatment of female sexual arousal disorder, or the Field of Use, SST’s topical formulation of sildenafil citrate as it exists as of the effective date of the License Agreement, or any other topically applied pharmaceutical product containing sildenafil or a salt thereof as a pharmaceutically active ingredient, alone or with other active ingredients, but specifically excluding any product containing ibuprofen or any salt derivative of ibuprofen, or the Licensed Products. Under the terms of the License Agreement, the Company retains rights to inventions made by its employees, SST retains rights to inventions made by its employees, and each party shall own a fifty percent (50%) undivided interest in all joint inventions. Each party has agreed to collaborate through a Joint Development Committee, or JDC, which shall be responsible for determining the strategic objectives for, and generally overseeing, the development efforts of both parties under the License Agreement. Further, the Company has agreed to use commercially reasonable efforts to develop the Licensed Products in the Field of Use in accordance with a development plan contained in the License Agreement, and to commercialize the Licensed Products in the Field of Use. The License Agreement provides that, in consideration of the rights to be granted to the Company, SST will be eligible to receive tiered royalties based on percentages of annual net sales of Licensed Products in the single digits to the mid double digits, including customary provisions permitting royalty reductions and offset, and a percentage of sublicense revenue. The Company is also responsible for all reasonable internal and external costs and expenses incurred by SST in its performance of the development activities it is required to perform under the License Agreement. Further, the License Agreement provides that Daré shall make milestone payments to SST ranging from $500,000 to $150,000,000 contingent on achieving certain clinical, regulatory and commercial milestones. The license we received under the License Agreement continues on a country-by-country basis until the later of ten years from the date of the first commercial sale of such SST licensed product or the expiration of the last valid claim of patent rights covering the SST licensed product in the SST field of use. The License Agreement provides that each party will have customary rights to terminate the License Agreement in the event of material uncured breach by the other party, and, (i) prior to receipt of approval by a regulatory authority necessary for commercialization of a Licensed Product in the corresponding jurisdiction, including New Drug Application Approval, or NDA Approval, the Company will have the right to terminate the License Agreement without cause upon ninety (90) days prior written notice to SST, and (ii) following receipt of approval by a regulatory authority necessary for commercialization of a Licensed Product in the corresponding jurisdiction, including NDA Approval, the Company will have a right to terminate the License Agreement without cause upon one hundred eighty (180) days prior written notice. In addition, the License Agreement provides SST with the right to terminate the License Agreement with respect to the applicable Licensed Product(s) in the applicable country(ies) upon thirty (30) days’ notice to the Company if the Company fails to use commercially reasonable efforts to perform development activities in substantial accordance with the development plan and does not cure such failure within sixty (60) days of receipt of SST’s notice thereof. Upon expiration (but not termination) of the License Agreement in a particular country, the Company shall have a fully paid-up license under the licensed intellectual property to develop and commercialize the applicable Licensed Products in the applicable country on a non-exclusive basis. Public Offering On February 15, 2018, the Company closed an underwritten public offering of 5.0 million shares of its common stock and warrants to purchase up to 3.5 million shares of common stock. Each share of common stock is being sold together with a warrant to purchase up to 0.70 of a share of common stock, at 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 and are subject to future price adjustments in certain instances. The warrants include a price-based anti-dilution provision, which provides that the exercise price of the warrants will be adjusted downward if the Company issues or sells (or is deemed to issue or sell) securities at a price that is less than the exercise price in effect immediately prior to such issuance or sale (or deemed issuance or sale), before the expiration of the warrant term. In that case, the new exercise price of the warrants would equal the price at which the new securities are issued or sold (or are deemed to have been issued or sold). In addition, if the Company issues, sells or enters into any agreement to issue or sell securities at a price which varies or may vary with the market price of the shares of its common stock, the holders of the warrants shall have the right to substitute such variable price for the exercise price of the warrant then in effect. The warrants are exercisable only for cash, unless the registration statement of which the prospectus registering the offering was part is not effective for the issuance of the shares underlying the warrants, in which case the warrants may be exercised on a cashless basis. Additionally, the Company granted the underwriters a 30-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 directly from the Company at a price of $2.05 per common share and accompanying warrant. Should the underwriter elect to cover overallotments through open market purchases, then the Company would be required to issue additional warrants to the underwriter at a purchase price of $0.001 per Warrant Share. The Company received an overallotment notice from the underwriter for 220,500 shares which were issued on February 15, 2018. The Company received net proceeds of approximately $9.4 million, before the overallotment option.

Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation

Liquidity

Principles of Consolidation

Use of Estimates

Risks and Uncertainties

Cash and Cash Equivalents

The Company considers cash and all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

Concentration of Credit Risk

Fair Value of Financial Instruments

•

Level 1: inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

•

Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Business Combinations

Goodwill

Segment Reporting

Research and Development Costs

Net Loss Per Share

Stock-Based Compensation

Income Taxes

Indemnifications

Recent Accounting Pronouncements

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Summary of Components of Loss from Continuing Operations Before Provision for Income Taxes

The components of loss from continuing operations before provision for income taxes consists of the following (in thousands):

	Years Ended December 31,
	2017		2016
Domestic	$	11,503	$	673
Foreign		18		-
Loss before taxes	$	11,521	$	673

Difference Between Provision for Income Taxes (Benefit) and the Amount Computed by Applying U.S. Federal Income Tax Rate

The difference between the provision for income taxes (benefit) and the amount computed by applying the U.S. federal income tax rate for the years ended December 31, 2017 and 2016 are as follows

	Years Ended December 31,
	2017			2016
Federal income tax expense at statutory rate		34.0	%		34.0	%
State income tax, net of federal benefit		1.3	%		5.8	%
Permanent differences		(2.8	%)		0.0	%
Research and development credit		1.9	%		0.0	%
Stock compensation		(3.4	%)		0.0	%
Federal rate reduction under tax reform		(204.7	%)		0.0	%
Goodwill impairment		(22.1	%)		0.0	%
Other		0.0	%		0.0	%
Change in valuation allowance		195.8	%		(39.8	%)
Effective income tax rate		0.0	%		0.0	%

Summary of Major Components of Company's Deferred Tax Assets

The major components of the Company’s deferred tax assets as of December 31, 2017 and 2016 are shown below (in thousands).

	2017			2016
Net operating loss carryforwards	$	32,412		$	290
Research and development credit carryforwards		3,102			—
Capitalized research and development costs		15,176			—
Other amortizable costs		3,377			—
Stock compensation		1,877			—
Total deferred tax assets		55,944			290
Valuation allowance		(55,944	)		(290	)
Net deferred tax assets	$	—		$	—

Schedule of Reconciliation of the Beginning and Ending Amount of Uncertain Tax Benefits

A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows:

	Years Ended December 31,
	2017		2016
Beginning uncertain tax benefits	$	—	$	—
Current year - increases		65		—
Current year - purchase accounting increases		781		—
Ending uncertain tax benefits	$	846	$	—

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Stock Option Activity for 2015 Plan and Current Plan and Related Information

A summary of stock option activity with regards to the 2015 Plan and the Current Plan, and related information for the year ended December 31, 2017 is set forth in the table below.

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2015		5,000		$	0.01
Granted		—			—
Exercised		—			—
Forfeited		—			—
Outstanding at December 31, 2016		5,000		$	0.01
Granted		565,372			32.90
Exercised		—			—
Forfeited		(30,476	)		54.25
Outstanding at December 31, 2017		539,896		$	31.40		8.0	$	21,861
Options exercisable at December 31, 2017		526,338		$	32.10		7.9	$	14,574
Options vested and expected to vest at December 31, 2017		539,896		$	31.40		8.0	$	21,861

Summary of Assumptions Used in Black-Scholes Option-Pricing Model for Stock Options Granted to Employees, and Non-Employee Directors

	2017
Expected life in years		5.4
Risk-free interest rate		1.85	%
Expected volatility		72	%
Forfeiture rate		—
Dividend yield		0.0	%
Weighted-average fair value of options granted	$	4.46

Schedule of Common Stock Outstanding Warrant to Purchase Shares

The following table summarizes the outstanding warrants to purchase shares of the Company’s common stock as of December 31, 2017:

Shares Underlying Outstanding Warrants		Exercise Price		Expiration Date
	169	$	17.70	August 8, 2018
	2,906	$	12.04	December 1, 2021
	3,737	$	12.04	December 6, 2021
	17,190	$	6.05	January 8, 2020
	6,500	$	1.00	April 4, 2026
	30,502

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

Organization and Summary of Significant Accounting Policies - Additional Information (Detail)		1 Months Ended	2 Months Ended	12 Months Ended
	Feb. 15, 2018 USD ($) shares	Feb. 28, 2018 USD ($)	Feb. 28, 2018 USD ($) shares	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($) Segment shares	Dec. 31, 2016 USD ($) shares	Jul. 19, 2017 USD ($)	Dec. 31, 2015 USD ($)
Significant Accounting Policies [Line Items]
Date of Company's incorporation					Nov. 28, 2005
Accumulated deficit					$ (12,230,952)	$ (727,835)
Cash flow from operations					(2,540,128)	(372,299)
Cash and cash equivalents					7,559,846	44,614		$ 219,413
Goodwill					5,187,519		$ 12,680,000
Goodwill impairment charge					$ 7,490,886
Number of operating segments \| Segment					1
Dividend yield					0.00%
Liabilities for uncertain tax positions					$ 0
Income tax provision					0
Unrecognized tax benefits					846,000
Accrued indemnification provisions					$ 0	0
Federal [Member] \| Earliest Tax Year [Member]
Significant Accounting Policies [Line Items]
Tax years open to examination					2014
Federal [Member] \| Latest Tax Year [Member]
Significant Accounting Policies [Line Items]
Tax years open to examination					2017
State [Member] \| Earliest Tax Year [Member]
Significant Accounting Policies [Line Items]
Tax years open to examination					2014
State [Member] \| Latest Tax Year [Member]
Significant Accounting Policies [Line Items]
Tax years open to examination					2017
Fair Value, Measurements, Recurring [Member]
Significant Accounting Policies [Line Items]
Cash and cash equivalents					$ 7,560,000	$ 40,000
Minimum [Member]
Significant Accounting Policies [Line Items]
Cash balance of financial institutions insured by federal deposits insurance corporation					$ 250,000
Scenario, Forecast [Member]
Significant Accounting Policies [Line Items]
Cash flow from operations				$ 11,000,000
Subsequent Event [Member]
Significant Accounting Policies [Line Items]
Aggregate net proceeds on sales of shares of common stock	$ 9,400,000
Issuance of aggregate shares of common stock \| shares	5,000,000
Subsequent Event [Member] \| Underwritten Offering [Member]
Significant Accounting Policies [Line Items]
Issuance of aggregate shares of common stock \| shares	220,500
Common Stock [Member] \| Stock Options [Member]
Significant Accounting Policies [Line Items]
Antidilutive securities excluded from computation of diluted loss per share \| shares					526,338	5,000
Common Stock [Member] \| Subsequent Event [Member] \| Underwritten Offering [Member]
Significant Accounting Policies [Line Items]
Offering amount of common stock and warrants		$ 10,250,000
Proceeds from offering of common stock and warrants, net of costs		$ 9,400,000
Private Dare [Member]
Significant Accounting Policies [Line Items]
Business combination completed date					Jul. 19, 2017
Stock purchase transaction completion date					Jul. 19, 2017
Stock purchase agreement date					Mar. 19, 2017
H.C. Wainwright & Co., LLC [Member] \| Subsequent Event [Member] \| ATM Agreement [Member]
Significant Accounting Policies [Line Items]
Aggregate net proceeds on sales of shares of common stock			$ 1,040,000
H.C. Wainwright & Co., LLC [Member] \| Common Stock [Member] \| Subsequent Event [Member] \| ATM Agreement [Member]
Significant Accounting Policies [Line Items]
Issuance of aggregate shares of common stock \| shares			375,000

Income Taxes - Reconciliation of Provision for Income Taxes (Benefit) and Amount Computed by Applying U.S. Federal Income Tax Rate (Detail)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Federal income tax expense at statutory rate	34.00%	34.00%
State income tax, net of federal benefit	1.30%	5.80%
Permanent differences	(2.80%)	0.00%
Research and development credit	1.90%	0.00%
Stock compensation	(3.40%)	0.00%
Federal rate reduction under tax reform	(204.70%)	0.00%
Goodwill impairment	(22.10%)	0.00%
Other	0.00%	0.00%
Change in valuation allowance	195.80%	(39.80%)
Effective income tax rate	0.00%	0.00%

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Operating Loss Carryforwards [Line Items]
Deferred tax valuation allowance		$ 55,944,000	$ 290,000
Deferred tax assets, increase in valuation allowance		55,900,000
U.S. tax cuts and Jobs act enacted increase in valuation allowance		$ 141,000
Federal income tax expense at statutory rate		34.00%	34.00%
Tax cuts and jobs act of 2017, incomplete accounting, provision to income tax expense in continuing operations		$ 23,600,000
Uncertain tax benefits, if recognized would impact effective tax rate		846,000
Accrued interest or penalties recorded related to uncertain tax positions		0	$ 0
Unremitted earnings		$ 0
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Federal income tax expense at statutory rate		35.00%
Scenario Plan [Member]
Operating Loss Carryforwards [Line Items]
Federal income tax expense at statutory rate	21.00%
Federal [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards		$ 122,500,000	700,000
Net operating loss carryforwards expiration year		2027
Federal [Member] \| Research Credit Carryforwards [Member]
Operating Loss Carryforwards [Line Items]
Research credit carryforwards		$ 2,500,000	0
Research credit carryforwards expiration year		2027
State [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards		$ 102,700,000	700,000
Net operating loss carryforwards expiration year		2030
State [Member] \| Research Credit Carryforwards [Member]
Operating Loss Carryforwards [Line Items]
Research credit carryforwards		$ 1,600,000	$ 0
Research credit carryforwards expiration year		2022

Stock based compensation - Additional Information (Detail) - USD ($)	1 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted		565,372
Stock options outstanding		539,896	5,000	5,000
Common stock, shares outstanding		6,047,161	910,000
Common stock reserved for future issuance		616,877	120,811
Unamortized stock-based compensation expense		$ 41,325
Amortized weighted average period		2 years 1 month 6 days
Common stock, shares issued		6,047,161	910,000
Warrants exercised		0
Stock Purchase Transaction [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares issued		3,140,000
Private Dare [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock purchase transaction completion date		Jul. 19, 2017
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted			0
Stock-based compensation expense		$ 15,832	$ 9,013
Stock Options [Member] \| Private Dare [Member] \| Stock Purchase Transaction [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options to purchase number of outstanding shares of common stock		539,896
2015 Stock Incentive Plan [Member] \| Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options vesting period		3 years
2015 Stock Incentive Plan [Member] \| Stock Options [Member] \| Private Dare [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options grant period		10 years
Stock options granted		0	0	5,000
Stock purchase transaction completion date		Jul. 19, 2017
Stock options outstanding		10,149
2015 Stock Incentive Plan [Member] \| Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock issued during period to employees and non-employees		0
2015 Stock Incentive Plan [Member] \| Restricted Stock [Member] \| Private Dare [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued to non-employees			900,000	200,000
Common stock, shares outstanding		223,295
2014 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Offering period	6 months
Purchase price as percentage of stock price on offering period	85.00%
Stock-based compensation expense		$ 0	$ 24,000
2014 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance		46,479	85,309
2014 Stock Incentive Plan [Member] \| Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for future issuance	240,000	46,479
Exercise period for stock options after termination date		2 years
Unamortized fair value expense		$ 3,700,000
Options to purchase number of outstanding shares of common stock		519,572
2014 Stock Incentive Plan [Member] \| Stock Options [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options grant period		10 years

Stock-Based Compensation - Summary of Stock Option Activity for 2015 Plan and Current Plan and Related Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Number of shares
Number of Shares, Outstanding Beginning	5,000	5,000
Number of Shares, Granted	565,372
Number of Shares, Forfeited	(30,476)
Number of Shares, Outstanding Ending	539,896	5,000
Number of Shares, Exercisable	526,338
Number of Shares, Options vested and expected to vest	539,896
Weighted-Average Exercise Price
Weighted-Average Exercise Price, Outstanding Beginning	$ 0.01	$ 0.01
Weighted-Average Exercise Price, Granted	32.90
Weighted-Average Exercise Price, Forfeited	54.25
Weighted-Average Exercise Price, Outstanding Ending	31.40	$ 0.01
Weighted-Average Exercise Price, Exercisable	32.10
Weighted-Average Exercise Price, Options vested and expected to vest	$ 31.40
Weighted-Average Remaining Contractual Life (Years)
Weighted-Average Remaining Contractual Life (Years)	8 years
Weighted-Average Remaining Contractual Life (Years), Options exercisable	7 years 10 months 24 days
Weighted-Average Remaining Contractual Life (Years), Options vested and expected to vest	8 years
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding	$ 21,861
Aggregate Intrinsic Value, Options exercisable	14,574
Aggregate Intrinsic Value, Options vested and expected to vest	$ 21,861

Commitments and Contingencies - Additional Information (Detail)			12 Months Ended
	Jul. 27, 2017 USD ($)	Jan. 02, 2017	Dec. 31, 2017 USD ($) Patent Country	Dec. 31, 2016 USD ($)
Commitments And Contingencies [Line Items]
Effective date of the lease for office space commenced			Jan. 01, 2017
Notice of termination of lease		30 days
Sublease, monthly fee	$ 5,651
Percentage of annual increase in monthly fee	3.00%
Effective date of the sub lease commences	Aug. 01, 2017
Sub lease expiration date	Jun. 30, 2019
Notice of termination of sub lease	30 days
Employment agreements description			Certain executive officers are entitled to payments if they are terminated without cause or as a result of a change in control of the Company. Upon termination without cause, and not as a result of death or disability, each officer is entitled to receive a payment of an amount equal to six to twelve months of base salary and to receive continuing health benefits coverage for periods ranging between six to twelve months following the termination of employment or until such officer is covered under a separate plan from another employer. Upon termination other than for cause or for good reason within three months prior to or twelve months following a change in control of the Company, each officer will be entitled to receive a payment of an amount equal to nine to eighteen months of base salary and target bonus and to receive continuing health benefits coverage for periods ranging between nine to eighteen months following the termination of employment. In addition, upon a change in control of the Company, each officer’s outstanding unvested options will fully vest and accelerate subject to the conditions outlined in such officer’s employment agreement.
Safe Harbor Plan [Member]
Commitments And Contingencies [Line Items]
Defined contribution plan, employer matching contribution, percent of match			4.00%
Defined contribution plan, employer matching contributions			$ 0	$ 0
ADVA Tec Agreement [Member]
Commitments And Contingencies [Line Items]
Number of patents issued \| Patent			12
Number of patent applications \| Patent			8
ADVA Tec Agreement [Member] \| Ovaprene [Member]
Commitments And Contingencies [Line Items]
Minimum obligation to be paid in number of years			3 years
Prior written notice period for termination of agreement for both parties			60 days
Agreement termination on failing to enroll patient within months of production and release			6 months
Agreement termination period on failing to commercialize in certain designated countries			3 years
ADVA Tec Agreement [Member] \| Upon Reaching Certain Worldwide Net Sales Milestones [Member]
Commitments And Contingencies [Line Items]
Milestone payments			$ 20,000,000
ADVA Tec Agreement [Member] \| Maximum [Member]
Commitments And Contingencies [Line Items]
Percentage of royalty rate			10.00%
ADVA Tec Agreement [Member] \| Maximum [Member] \| Upon Achievement of Specified Development and Regulatory Milestones [Member]
Commitments And Contingencies [Line Items]
Milestone payments			$ 14,600,000
ADVA Tec Agreement [Member] \| Minimum [Member]
Commitments And Contingencies [Line Items]
Number of designated European countries \| Country			3
Percentage of royalty rate			1.00%
ADVA Tec Agreement [Member] \| Minimum [Member] \| Ovaprene [Member]
Commitments And Contingencies [Line Items]
Minimum spending amounts per year			$ 5,000,000

Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($)				2 Months Ended
	Feb. 15, 2018	Feb. 11, 2018	Jan. 04, 2018	Feb. 28, 2018
Subsequent Event [Line Items]
Aggregate offering price	$ 9,400,000
Common stock issued	5,000,000
Price per share	$ 0.70
Exercise Price	$ 3.00
Class of warrant or right exercisable period	5 years
Maximum [Member]
Subsequent Event [Line Items]
Warrants to purchase common stock	3,500,000
Underwritten Offering [Member]
Subsequent Event [Line Items]
Common stock issued	220,500
Price per share	$ 2.05
Underwriters option to purchase additional shares of common stock and warrants period	30 days
Purchase price per warrant share	$ 0.001
Underwritten Offering [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Warrants to purchase common stock	525,000
Underwriters option to purchase additional shares	750,000
SST [Member]
Subsequent Event [Line Items]
Secured investment funding requirement to be fulfilled, date		Mar. 31, 2018
Secured investment funding requirement fulfilled, date		Feb. 15, 2018
Percentage of rights to inventions by employees under license agreement		50.00%
License agreement, expiration period		10 years
License agreement, termination description		The License Agreement provides that each party will have customary rights to terminate the License Agreement in the event of material uncured breach by the other party, and, (i) prior to receipt of approval by a regulatory authority necessary for commercialization of a Licensed Product in the corresponding jurisdiction, including New Drug Application Approval, or NDA Approval, the Company will have the right to terminate the License Agreement without cause upon ninety (90) days prior written notice to SST, and (ii) following receipt of approval by a regulatory authority necessary for commercialization of a Licensed Product in the corresponding jurisdiction, including NDA Approval, the Company will have a right to terminate the License Agreement without cause upon one hundred eighty (180) days prior written notice. In addition, the License Agreement provides SST with the right to terminate the License Agreement with respect to the applicable Licensed Product(s) in the applicable country(ies) upon thirty (30) days’ notice to the Company if the Company fails to use commercially reasonable efforts to perform development activities in substantial accordance with the development plan and does not cure such failure within sixty (60) days of receipt of SST’s notice thereof.
License agreement, termination period prior to receipt of approval		90 days
License agreement, termination period after receipt of approval		180 days
License agreement, termination period for applicable license products of applicable countries		30 days
License agreement, termination period due to performance failure		60 days
SST [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Milestone payments, contingent amount				$ 150,000,000
SST [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Secured investment required for license agreement		$ 10,000,000
Milestone payments, contingent amount				500,000
SST [Member] \| ATM Agreement [Member]
Subsequent Event [Line Items]
Aggregate offering price				$ 1,040,000
Common stock issued				375,000
SST [Member] \| ATM Agreement [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Aggregate offering price			$ 10,000,000
Aggregate commission rate			3.00%

Acquisition - Additional Information (Detail) - USD ($)		12 Months Ended
Acquisition - Additional Information (Detail) - USD ($)	Jul. 19, 2017	Dec. 31, 2017
Business Combination Reverse Merger [Line Items]
Stock purchase transaction completion date		Jul. 19, 2017
Stock option modification approval date		Mar. 19, 2017
Goodwill impairment charge		$ 7,490,886
Goodwill	$ 12,680,000	$ 5,187,519
General and Administrative Expense [Member]
Business Combination Reverse Merger [Line Items]
Transaction costs	960,000
Stock Purchase Transaction [Member]
Business Combination Reverse Merger [Line Items]
Cash and cash equivalents	9,918,000
Unamortized fair value of Cerulean stock options	3,654,000
Total purchase price consideration	24,279,000
Purchase price adjustments increase in current liabilities	23,609
Purchase price adjustments increase in current assets	225,778
Reduction in original goodwill	202,169
Original goodwill amount acquired	12,880,000
Goodwill	$ 12,679,000

Convertible Promissory Notes - Additional Information - (Detail) - USD ($)						1 Months Ended		2 Months Ended	12 Months Ended
	Jul. 19, 2017	Jun. 06, 2017	Feb. 17, 2017	Nov. 18, 2016	Dec. 04, 2015	May 31, 2017	Dec. 31, 2015	Jun. 06, 2017	Dec. 31, 2017	Dec. 31, 2016	Mar. 31, 2017
Debt Conversion [Line Items]
Convertible promissory notes issued									$ 155,000	$ 197,500
Private Dare [Member]
Debt Conversion [Line Items]
Convertible promissory notes issued		$ 35,000	$ 100,000	$ 197,500	$ 500,000	$ 20,000	$ 275,000	$ 55,000
Note issue date									Dec. 04, 2015
Note maturity date									Dec. 04, 2017
Note annual interest rate									8.00%
Percentage of additional shares to be issued in case of conversion to preferred stock	25.00%						40.00%
Convertible notes issued, per share						$ 0.38					$ 0.18727
Total convertible promissory note									$ 2,000,000
Conversion percentage						120.00%
Additional percent above unpaid and accrued interest						20.00%
Expense recognized from beneficial conversion feature									$ 316,805
Minimum [Member] \| Private Dare [Member]
Debt Conversion [Line Items]
Percentage of additional shares to be issued in case of conversion to preferred stock									15.00%
Ratio of convertible note holders entitled upon conversion									2
Maximum [Member] \| Private Dare [Member]
Debt Conversion [Line Items]
Percentage of additional shares to be issued in case of conversion to preferred stock									25.00%
Ratio of convertible note holders entitled upon conversion									5

Other Non-Current Assets - Schedule of Other Non-Current Assets (Detail) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Other Assets Noncurrent Disclosure [Abstract]
Prepaid insurance, long-term portion	$ 720,391
Deposits	2,800	$ 12,678
Total other non-current assets	$ 723,191	$ 12,678

Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Detail) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Payables And Accruals [Abstract]
Accounts payable	$ 308,219
Accrued compensation and benefits	316,024
Accrued legal and professional	259,600	$ 12,678
Other accrued expenses	82,810
Total accrued expenses	$ 966,653	$ 12,678

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.001
Common stock, shares authorized	120,000,000	10,000,000
Common stock, shares issued	6,047,161	910,000
Common stock, shares outstanding	6,047,161	910,000

Acquisition - Schedule of Purchase Price Consideration Allocation (Detail) - USD ($)	Jul. 19, 2017	Dec. 31, 2017
Assets acquired and liabilities assumed
Goodwill	$ 12,680,000	$ 5,187,519
Stock Purchase Transaction [Member]
Business Combination Reverse Merger [Line Items]
Fair value of shares issued	20,625,000
Unamortized fair value of Cerulean options	3,654,000
Fair value of total consideration	24,279,000
Assets acquired and liabilities assumed
Cash and cash equivalents	9,918,000
Prepaid expense and other current assets	1,915,000
Accounts payable	(233,000)
Total assets acquired and liabilities assumed	11,600,000
Goodwill	$ 12,679,000

Income Taxes - Summary of Components of Loss from Continuing Operations Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Components Of Income Tax Expense Benefit Continuing Operations [Abstract]
Domestic	$ 11,503	$ 673
Foreign	18
Loss before taxes	$ 11,521	$ 673

Income Taxes - Summary of Major Components of Company's Deferred Tax Assets (Detail) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 32,412,000	$ 290,000
Research and development credit carryforwards	3,102,000
Capitalized research and development costs	15,176,000
Other amortizable costs	3,377,000
Stock compensation	1,877,000
Total deferred tax assets	55,944,000	290,000
Valuation allowance	(55,944,000)	(290,000)
Net deferred tax assets	$ 0	$ 0

Income Taxes - Summary of Reconciliation of Beginning and Ending Amount of Uncertain Tax Benefits (Detail)	12 Months Ended
	Dec. 31, 2017 USD ($)
Income Tax Uncertainties [Abstract]
Current year - increases	$ 65,000
Current year - purchase accounting increases	781,000
Ending uncertain tax benefits	$ 846,000

Stockholders' Equity (Deficit) - Additional Information (Detail)		12 Months Ended
	Jul. 20, 2017	Dec. 31, 2017 $ / shares shares	Dec. 31, 2016 $ / shares shares
Stockholders Equity Disclosure [Abstract]
Common stock, shares authorized		120,000,000	10,000,000
Common stock, par value \| $ / shares		$ 0.0001	$ 0.001
Common stock, shares issued		6,047,161	910,000
Common stock, shares outstanding		6,047,161	910,000
Preferred stock, shares authorized		5,000,000	5,000,000
Preferred stock, par value \| $ / shares		$ 0.01	$ 0.01
Preferred stock, shares outstanding		0	0
Reverse stock split		1-for-10
Reverse stock split, conversion ratio	0.1

Stockholders' Equity (Deficit) - Summary of Common Stock Reserved for Future Issuance (Detail) - shares	Dec. 31, 2017	Dec. 31, 2016
Class Of Stock [Line Items]
Common stock reserved for issuance	616,877	120,811
Exercise of Warrants Outstanding [Member]
Class Of Stock [Line Items]
Common stock reserved for issuance	30,502	30,502
Exercise of Options Outstanding [Member]
Class Of Stock [Line Items]
Common stock reserved for issuance	539,896	5,000
2014 Stock Incentive Plan [Member]
Class Of Stock [Line Items]
Common stock reserved for issuance	46,479	85,309

Stock-based Compensation - Summary of Assumptions Used in Black-Scholes Option-Pricing Model for Stock Options Granted to Employees and Non-Employee Directors (Detail)	12 Months Ended
	Dec. 31, 2017 $ / shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Expected life in years	5 years 4 months 24 days
Risk-free interest rate	1.85%
Expected volatility	72.00%
Dividend yield	0.00%
Weighted-average fair value of options granted	$ 4.46

Stock-Based Compensation - Schedule of Common Stock Outstanding Warrant to Purchase Shares (Detail)	12 Months Ended
	Dec. 31, 2017 $ / shares shares
Class Of Warrant Or Right [Line Items]
Shares Underlying Outstanding Warrants	30,502
Warrants Expiring on August 8, 2018 [Member]
Class Of Warrant Or Right [Line Items]
Shares Underlying Outstanding Warrants	169
Exercise Price \| $ / shares	$ 17.70
Expiration Date	Aug. 08, 2018
Warrants Expiring on December 1, 2021 [Member]
Class Of Warrant Or Right [Line Items]
Shares Underlying Outstanding Warrants	2,906
Exercise Price \| $ / shares	$ 12.04
Expiration Date	Dec. 01, 2021
Warrants Expiring on December 6, 2021 [Member]
Class Of Warrant Or Right [Line Items]
Shares Underlying Outstanding Warrants	3,737
Exercise Price \| $ / shares	$ 12.04
Expiration Date	Dec. 06, 2021
Warrants Expiring on January 8, 2020 [Member]
Class Of Warrant Or Right [Line Items]
Shares Underlying Outstanding Warrants	17,190
Exercise Price \| $ / shares	$ 6.05
Expiration Date	Jan. 08, 2020
Warrants Expiring on April 4, 2026 [Member]
Class Of Warrant Or Right [Line Items]
Shares Underlying Outstanding Warrants	6,500
Exercise Price \| $ / shares	$ 1.00
Expiration Date	Apr. 04, 2026