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Daré Bioscience (NASDAQ: DARE) OKs equity line and boosts incentive plan shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Daré Bioscience, Inc. reported the results of its June 11, 2026 annual stockholder meeting. Stockholders approved an amendment to the 2022 Stock Incentive Plan to increase shares available for issuance by 1,500,000, providing additional equity for employee and director compensation.

All director nominees were re-elected, the independent auditor Haskell & White LLP was ratified for the 2026 fiscal year, and the advisory vote on executive compensation passed. Stockholders indicated a preference to hold the advisory say-on-pay vote every year, and approved the potential future issuance of common stock under the existing equity line with Lincoln Park Capital Fund, LLC.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Incentive plan increase 1,500,000 shares Additional shares available under 2022 Stock Incentive Plan
Auditor ratification votes for 7,754,883 votes Ratification of Haskell & White LLP for FY ending Dec 31, 2026
Equity line approval votes for 3,771,709 votes Approval of potential future issuances under equity line with Lincoln Park
Say-on-pay votes for 3,625,596 votes Advisory approval of named executive officer compensation
Frequency vote for annual say-on-pay 3,684,058 votes Preference to hold advisory vote on compensation every year
Director votes for S.M. Johnson 3,848,085 votes Election as Class III director until 2029 annual meeting
Director votes for G.W. Matz 3,752,211 votes Election as Class III director until 2029 annual meeting
2022 Stock Incentive Plan financial
"approved an amendment to the Daré Bioscience, Inc. 2022 Stock Incentive Plan"
equity line financial
"issuance of shares of our common stock under our existing equity line"
An equity line is a financing arrangement that lets a company raise cash over time by issuing new shares up to an agreed limit to an investor or through a placement program. It acts like a tapable credit line paid with stock rather than cash, giving the company flexible funding for operations or growth while reducing each existing share's ownership proportion; investors watch these deals because they affect share supply and shareholder value.
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote on the compensation financial
"approved, on an advisory basis, the compensation of our named executive officers"
emerging growth company regulatory
"Rule 12b-2 of the Securities Exchange Act of 1934 (�240.12b-2 of this chapter). 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.
Nasdaq rules regulatory
"approved, in accordance with Nasdaq rules, the potential future issuance of shares"
Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.
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Understanding 8-K Material Events →
0001401914FALSE00014019142026-04-132026-04-13

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): June 11, 2026
DARÉ BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware 001-36395 20-4139823
(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: (858) 926-7655
 
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported in Item 5.07 below, at the 2026 annual meeting of stockholders of Daré Bioscience, Inc. (“Daré,” “we,” “us,” or “our”) (the “Meeting”), our stockholders approved an amendment to the Daré Bioscience, Inc. 2022 Stock Incentive Plan (the “2022 Plan Amendment”) to increase the number of shares available for issuance thereunder by 1,500,000. Our board of directors previously approved the 2022 Plan Amendment, subject to and effective upon approval of the 2022 Plan Amendment by our stockholders. A brief description of the terms and conditions of the 2022 Plan Amendment is in the section entitled “Proposal 6 – To Approve an Amendment to the Company’s 2022 Stock Incentive Plan” of the definitive proxy statement for the Meeting filed with the U.S. Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. A copy of the 2022 Plan Amendment is filed as an exhibit to this report and incorporated by reference herein.

Item 5.07Submission of Matters to a Vote of Security Holders.
The Meeting was held on June 11, 2026 and the following proposals were voted upon by our stockholders. The proposals are described in detail in the Proxy Statement. Below is a brief description of, and the final results of the votes for, each proposal.

Proposal 1: Each of the director nominees identified in the table below was elected as a Class III director to hold office until our 2029 annual meeting of stockholders, and until their respective successor is duly elected and qualified, by the votes set forth below.

Nominee
Votes For
Votes Withheld
Broker Non-Votes
Gregory W. Matz, CPA
3,752,211403,5103,822,158
Sabrina Martucci Johnson
3,848,085307,6363,822,158

Proposal 2: Our stockholders ratified the appointment of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 by the votes set forth below.

Votes For
Votes Against
Abstentions
Broker Non-Votes
7,754,883131,82991,167
—

Proposal 3: Our stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement by the votes set forth below.

Votes For
Votes Against
Abstentions
Broker Non-Votes
3,625,596458,66271,4633,822,158

Proposal 4: Our stockholders voted as follows with respect to the preferred frequency of holding an advisory vote on the compensation of our named executive officers.

Every year
Every two years
Every three years
Abstentions
Broker Non-Votes
3,684,05864,201224,385183,0773,822,158

In light of the voting results, our board of directors has determined to hold an advisory vote on executive compensation every year until the next required say-on-frequency vote.

Proposal 5: Our stockholders approved, in accordance with Nasdaq rules, the potential future issuance of shares of our common stock under our existing equity line with Lincoln Park Capital Fund, LLC by the votes set forth below.



Votes For
Votes Against
Abstentions
Broker Non-Votes
3,771,709325,56858,4443,822,158

Proposal 6: Our stockholders approved the 2022 Plan Amendment by the votes set forth below.

Votes For
Votes Against
Abstentions
Broker Non-Votes
3,497,228609,74648,7473,822,158

Proposal 7: Our stockholders approved the adjournment of the Meeting, if necessary or advisable, to solicit additional proxies in favor of Proposal 5 if there were not sufficient votes to approve Proposal 5 by the votes set forth below. Because Proposal 5 was approved, the adjournment authorized by Proposal 7 was not necessary.

Votes For
Votes Against
Abstentions
Broker Non-Votes
3,650,815448,08556,8213,822,158

Proposal 8: Our stockholders approved the adjournment of the Meeting, if necessary or advisable, to solicit additional proxies in favor of Proposal 6 if there were not sufficient votes to approve Proposal 6 by the votes set forth below. Because Proposal 6 was approved, the adjournment authorized by Proposal 8 was not necessary.

Votes For
Votes Against
Abstentions
Broker Non-Votes
3,531,653570,99953,0693,822,158


Item 9.01Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.Description
10.1
Amendment No. 2 to Daré Bioscience, Inc. 2022 Stock Incentive Plan
104Cover 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: June 12, 2026  By: /s/ Sabrina Martucci Johnson
  Name: Sabrina Martucci Johnson
  Title: President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Daré Bioscience (DARE) stockholders approve at the 2026 annual meeting?

Daré Bioscience stockholders approved several governance items, including re-election of two Class III directors, ratification of Haskell & White LLP as auditor, an annual say-on-pay frequency, the equity line share issuance, and a 1,500,000-share increase to the 2022 Stock Incentive Plan.

How many additional shares did Daré Bioscience (DARE) add to its 2022 Stock Incentive Plan?

Stockholders approved a 1,500,000-share increase to the Daré Bioscience 2022 Stock Incentive Plan. These shares expand the pool available for future equity awards to employees, directors, and other service providers under the company’s existing compensation framework.

Which directors were elected at Daré Bioscience’s 2026 annual meeting?

Gregory W. Matz, CPA, and Sabrina Martucci Johnson were elected as Class III directors to serve until the 2029 annual meeting. Matz received 3,752,211 votes for, and Johnson received 3,848,085 votes for, each with 3,822,158 broker non-votes recorded.

Did Daré Bioscience (DARE) stockholders approve the company’s executive compensation in 2026?

Yes, stockholders approved executive compensation on an advisory basis, with 3,625,596 votes for, 458,662 against, and 71,463 abstentions. There were 3,822,158 broker non-votes. This supports the compensation of named executive officers as described in the definitive proxy statement.

How often will Daré Bioscience (DARE) hold say-on-pay votes going forward?

Daré Bioscience’s board chose an annual say-on-pay vote after stockholders favored every year with 3,684,058 votes, versus 64,201 for every two years and 224,385 for every three years. The company will follow this frequency until the next required say-on-frequency vote.

What did Daré Bioscience (DARE) approve regarding its equity line with Lincoln Park?

Stockholders approved potential future share issuances under the existing equity line with Lincoln Park Capital Fund, LLC. The proposal received 3,771,709 votes for, 325,568 against, and 58,444 abstentions, with 3,822,158 broker non-votes, satisfying applicable Nasdaq rules.

Which auditor did Daré Bioscience (DARE) ratify for fiscal year 2026?

Daré Bioscience stockholders ratified Haskell & White LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote was 7,754,883 for, 131,829 against, and 91,167 abstentions, with no broker non-votes reported.

Filing Exhibits & Attachments

4 documents

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