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Daré Bioscience cuts quorum threshold to one-third

Daré Bioscience’s board has lowered the quorum threshold for stockholder meetings from a majority of voting power to one-third.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Daré Bioscience, Inc. (DARE) reports that on September 10, 2026, its board of directors approved an amendment to the company’s Third Amended and Restated By-Laws to change the stockholder meeting quorum standard. The quorum requirement was reduced from holders of a majority in voting power of outstanding shares entitled to vote to holders of at least one-third of the voting power of such shares, effective immediately. The amendment text is provided as an exhibit and incorporated by reference.

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Negative

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New quorum threshold At least one-third of the voting power of outstanding shares entitled to vote Quorum requirement for all stockholder meetings after the by-law amendment approved September 10, 2026
Prior quorum threshold Majority in voting power of outstanding shares entitled to vote Previous quorum requirement for Daré Bioscience stockholder meetings before the amendment
By-law document referenced Third Amended and Restated By-Laws, amended by Exhibit 3.1 Governing by-laws modified to change quorum requirement
quorum requirement regulatory
"to reduce the quorum requirement for all stockholder meetings of the Company"
voting power financial
"from the holders of a majority in voting power of the shares"
Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.
Third Amended and Restated By-Laws regulatory
"approved an amendment to the Third Amended and Restated By-Laws of the Company"
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did Daré Bioscience (DARE) disclose in this 8-K?

Daré Bioscience disclosed that its board approved an amendment to the Third Amended and Restated By-Laws, effective September 10, 2026, reducing the quorum requirement for all stockholder meetings. The full text of the amendment is attached as Exhibit 3.1.

How did Daré Bioscience (DARE) change its quorum requirement for stockholder meetings?

The company changed its quorum standard from holders of a majority in voting power of outstanding shares entitled to vote at a meeting to holders of at least one-third of the voting power of such shares. This applies to all stockholder meetings.

When did the Daré Bioscience (DARE) bylaw amendment on quorum become effective?

The bylaw amendment became effective immediately upon approval by the board of directors on September 10, 2026, and governs quorum requirements for all stockholder meetings from that date forward.

Where can investors see the exact text of Daré Bioscience’s new quorum provision?

The exact text of the new quorum provision is included as Exhibit 3.1, titled “Amendment to Third Amended and Restated By-Laws of Daré Bioscience, Inc.,” and is incorporated by reference in the report.

Does this Daré Bioscience (DARE) filing involve any financing or earnings information?

No. The filing focuses on a corporate governance change: amending the by-laws to reduce the quorum requirement for stockholder meetings. It does not present earnings data, financing transactions, or changes to the company’s securities beyond this governance update.

What stock is referenced in Daré Bioscience’s (DARE) 8-K and where is it listed?

The filing references Daré Bioscience’s common stock, which is listed under the trading symbol DARE on the Nasdaq Capital Market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
0001401914FALSE12/3100014019142026-04-132026-04-1300014019142026-01-012026-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2026
DARÉ BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware001-3639520-4139823
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
3655 Nobel Drive, Suite 260
San Diego, CA 92122
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (858926-7655
 
Not Applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
   
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stockDARENasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨



Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 10, 2026, the board of directors of Daré Bioscience, Inc. (the “Company”), approved an amendment to the Third Amended and Restated By-Laws of the Company, effective immediately, to reduce the quorum requirement for all stockholder meetings of the Company from the holders of a majority in voting power of the shares of the capital stock of the Company issued and outstanding and entitled to vote at the meeting to the holders of at least one-third of the voting power of the shares of the capital stock of the Company issued and outstanding and entitled to vote at the meeting.

The foregoing description of the amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
Document
3.1
Amendment to Third Amended and Restated By-Laws of Daré Bioscience, Inc.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
DARÉ BIOSCIENCE, INC.
 
Dated: September 11, 2026By:/s/ Sabrina Martucci Johnson
Name:Sabrina Martucci Johnson
Title:President and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

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