Daré Bioscience reshapes board director classes

Daré Bioscience, Inc. reported a change in how its board of directors is classified.

Rhea-AI Filing Summary

Daré Bioscience, Inc. reported a change in how its board of directors is classified. The six-member board is divided into three classes, with one class elected each year for a three-year term. To rebalance these classes, director Gregory W. Matz voluntarily resigned as a Class II director, whose term would have expired at the 2028 annual meeting, and was simultaneously reappointed as a Class III director, whose term will expire at the 2026 annual meeting. Mr. Matz and Sabrina Martucci Johnson, the other Class III director, will stand for re-election at the 2026 annual meeting of stockholders. The company stated that this step was taken solely to rebalance the three director classes, that Mr. Matz’s service is deemed continuous for all other purposes, and that his board committee assignments did not change.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Terms

Restated Certificate of Incorporation, Third Amended and Restated By-laws, Class II directors, Class III director, +1 more

5 terms

Restated Certificate of Incorporation regulatory

"Under its Restated Certificate of Incorporation, as amended, and Third Amended and Restated By-laws"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

Third Amended and Restated By-laws regulatory

"Under its Restated Certificate of Incorporation, as amended, and Third Amended and Restated By-laws"

Class II directors financial

"one of its members should be reclassified from Class II (with a term expiring at our 2028 annual meeting"

Class III director financial

"reclassified from Class II ... to Class III (with a term expiring at our 2026 annual meeting"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

annual meeting of stockholders financial

"with a term expiring at our 2028 annual meeting of stockholders"

FAQ

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

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

Daré Bioscience disclosed a reclassification of director Gregory W. Matz from Class II to Class III. He resigned as a Class II director and was simultaneously reappointed as a Class III director to help rebalance the company’s three director classes on its six-member board.

Why was Gregory W. Matz reclassified between director classes at Daré Bioscience (DARE)?

Gregory W. Matz was reclassified solely to rebalance Daré Bioscience’s three director classes. The board determined one member should move from Class II to Class III so each class more closely represents one-third of the total six directors, as contemplated by the company’s governing documents.

Will Gregory W. Matz’s service at Daré Bioscience (DARE) be considered continuous?

Yes. Although Gregory W. Matz formally resigned as a Class II director and was reappointed to Class III, Daré Bioscience stated that, for all other purposes, his service on the board is deemed to have continued uninterrupted, preserving continuity in his director role at the company.

Which Daré Bioscience (DARE) directors will stand for re-election in 2026?

Daré Bioscience stated that Class III directors Gregory W. Matz and Sabrina Martucci Johnson will stand for re-election at the company’s 2026 annual meeting of stockholders. Their current classification follows the rebalancing of the board’s three director classes described in the report.

Did Gregory W. Matz’s board committee roles change at Daré Bioscience (DARE)?

No. Daré Bioscience reported that there were no changes to Gregory W. Matz’s committee assignments as a result of his reclassification from Class II to Class III director. Only his board class designation changed; his committee responsibilities remained the same.

How is the Daré Bioscience (DARE) board of directors structured?

Daré Bioscience’s board is divided into three classes, with one class standing for election each year for a three-year term. The company’s governing documents contemplate that each class should, as nearly as possible, include one-third of the directors on the six-member board.

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

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Accepted by SEC EDGAR 04/17/2026 - 04:10 PM EDT Learn about SEC filing dates

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): April 16, 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 class			Trading Symbol(s)			Name of each exchange on which registered
Common stock			DARE			Nasdaq 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Under its Restated Certificate of Incorporation, as amended, and Third Amended and Restated By-laws, as amended, the board of directors of Daré Bioscience, Inc. (“we,” “us,” or “our”), is divided into three classes, with one class of directors standing for election each year for a three-year term, and each class is to consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire board of directors. Our board of directors currently consists of six members. To rebalance the classes of directors, our board of directors determined that one of its members should be reclassified from Class II (with a term expiring at our 2028 annual meeting of stockholders) to Class III (with a term expiring at our 2026 annual meeting of stockholders). On April 16, 2026, Gregory W. Matz, voluntarily tendered his resignation from his position as one of our Class II directors, and our board of directors accepted his resignation and simultaneously reappointed him as a Class III director. He, along with Sabrina Martucci Johnson, our other Class III director, will stand for re-election at our 2026 annual meeting of stockholders. The resignation and reappointment of Mr. Matz was effected solely for the purpose of rebalancing the three classes of our board of directors, and for all other purposes his service on our board of directors is deemed to have continued uninterrupted. There were no changes to Mr. Matz’s committee assignments as a result of his reclassification.

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: April 17, 2026

By:

/s/ Sabrina Martucci Johnson

Name:

Sabrina Martucci Johnson

Title:

President and Chief Executive Officer

Filing Exhibits & Attachments

3 documents

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