Dare Bioscience, Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
DARE$0.69+1.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this annual report on Form 10-K:
(1) Financial Statements
See “Index to Consolidated Financial Statements” on page F-1.
(2) Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this report.
(3) Exhibits
Exhibits not filed or furnished herewith are incorporated by reference to exhibits previously filed with the SEC, as reflected in the table below. We will furnish a copy of any exhibit to stockholders, without charge upon written request to Daré Bioscience, Inc., 3655 Nobel Drive, Suite 260, San Diego, CA 92122, or by calling 858-926-7655.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Description of Exhibit · Form · File No. · Filing Date · Exhibit No. · Filed Herewith | |||||
| PLANS OF ACQUISITION | |||||
| 2.1§Δ | Agreement and Plan of Merger, dated as of April 30, 2018, by and among Daré Bioscience, Inc., Daré Merger Sub, Inc., Pear Tree Pharmaceuticals, Inc., and Fred Mermelstein and Stephen C. Rocamboli, as Holders' Representatives | 10-Q | 001-36395 | 8/13/2018 | 10.10 |
| 2.2+ | Agreement and Plan of Merger, dated November 10, 2019, Dare Bioscience, Inc., MC Merger Sub, Inc., Microchips Biotech, Inc., and Shareholder Representative Services LLC, as the stockholders' representative | 8-K | 001-36395 | 11/12/2019 | 2.1 |
| ARTICLES OF INCORPORATION AND BYLAWS | |||||
| 3.1(a) | Restated Certificate of Incorporation, as amended to date | 10-Q | 001-36395 | 08/12/2024 | 3.1 |
| 3.1(b) | Certificate of Correction of the Certificate of Amendment of Restated Certificate of Incorporation dated June 21, 2024 | 8-K | 001-36395 | 06/27/2024 | 3.2 |
| 3.2 | Third Amended and Restated By-Laws (as amended through January 24, 2023) | 10-Q | 001-36395 | 5/14/2024 | 3.1 |
| INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS | |||||
| 4.1 | Specimen stock certificate evidencing the shares of common stock | 10-K | 001-36395 | 03/28/2018 | 4.1 |
| 4.2 | Warrant Agreement to purchase shares of common stock of the registrant with Aquilo Partners, L.P., entered into as of October 16, 2016. | 10-K | 001-36395 | 03/31/2022 | 4.2 |
| 4.3 | Form of common stock purchase warrants issued on September 1, 2023 | 8-K | 0001-36395 | 08/30/2023 | 4.1 |
| 4.4 | Form of common stock purchase warrants issued on December 21, 2023 | 10-K | 001-36395 | 03/28/2024 | 4.4 |
| 4.5 | Description of securities of the registrant | 10-K | 001-36395 | 03/27/2020 | 4.6 |
| COMMERCIAL AGREEMENTS | |||||
|---|---|---|---|---|---|
| 10.1(a)+ | Exclusive License Agreement dated March 31, 2022 between Organon International GmbH and Dare Bioscience, Inc., effective as of June 30, 2022 | 10-Q | 001-36395 | 05/12/2022 | 10.1 |
| 10.1(b)+ | First Amendment to License Agreement by and between Organon International GmbH and Dare Bioscience, Inc. entered into as of July 4, 2023 | 10-Q | 001-36395 | 11/09/2023 | 10.2 |
| 10.2+ | Consent, Waiver and Stand-By License Agreement, dated March 30, 2022, by and among TriLogic Pharma, LLC, and MilanaPharm LLC, Dare Bioscience, Inc., and Organon International GmbH. | 10-Q | 001-36395 | 05/12/2022 | 10.2 |
| 10.3Δ | License and Collaboration Agreement dated February 11, 2018 between Daré Bioscience, Inc., Strategic Science and Technologies-D, LLC and Strategic Science Technologies, LLC | 10-K/A | 001-36395 | 04/30/2018 | 10.1 |
| 10.4Δ | License Agreement dated March 19, 2017, between Daré Bioscience Operations, Inc. and ADVA-Tec, Inc. | 10-Q | 001-36395 | 11/13/2017 | 10.1 |
| 10.5Δ | Exclusive License Agreement made as April 24, 2018 by and between Catalent JNP, Inc. (fka Juniper Pharmaceuticals, Inc.), and Daré Bioscience, Inc. | 10-Q | 001-36395 | 8/13/2018 | 10.1 |
| 10.6(a)Δ | Amended and Restated Exclusive License Agreement for Atrophic Vaginitis Technology, effective as of July 14, 2006, dated August 15, 2007, by and between Fred Mermelstein, Ph.D., and Janet Chollet, M.D., and Pear Tree Women’s Health Care, Inc. | 10-Q | 001-36395 | 8/13/2018 | 10.5 |
| 10.6(b)Δ | Amendment No. 1 to the Amended and Restated Exclusive License Agreement, dated as of October 10, 2007, by and among Fred Mermelstein, Ph.D. and Janet Chollet, M.D., and Pear Tree Pharmaceuticals, Inc. | 10-Q | 001-36395 | 8/13/2018 | 10.6 |
| 10.6(c)Δ | Amendment No. 2 to the Amended and Restated Exclusive License Agreement, dated as of February 13, 2017, by and among Fred Mermelstein, Ph.D., and Janet Chollet, M.D., Pear Tree Pharmaceuticals, Inc. and Bernadette Klamerus | 10-Q | 001-36395 | 8/13/2018 | 10.7 |
| 10.6(d)+ | Amendment No. 3 to the Amended and Restated Exclusive License Agreement, effective as of February 13, 2017, by and among Fred Mermelstein, Ph.D., and Janet Chollet, M.D., Pear Tree Pharmaceuticals, Inc. and Bernadette Klamerus | 10-K | 001-36395 | 3/30/2023 | 10.6(d) |
| 10.6(e)Δ | Exclusive License Agreement, dated as of February 13, 2017, by and between GYN Holdings, Inc., a wholly-owned subsidiary of Pear Tree Pharmaceuticals, Inc. and Bernadette Klamerus | 10-Q | 001-36395 | 8/13/2018 | 10.8 |
| 10.6(f)Δ | Exclusive License Agreement, effective as of September 15, 2017, by and between Fred Mermelstein, Ph.D., Janet Chollet, M.D., Pear Tree Pharmaceuticals, Inc., and Stephen C. Rocamboli | 10-Q | 001-36395 | 8/13/2018 | 10.9 |
| 10.7(a)Δ | Assignment Agreement by and between Daré Bioscience, Inc. and Hammock Pharmaceuticals, Inc. effective as of December 5, 2018 | 10-K | 001-36395 | 04/01/2019 | 10.10(a) |
| 10.7(b)Δ | First Amendment to the License Agreement effective as of December 5, 2018 by and among Daré Bioscience, Inc., TriLogic Pharma, LLC and MilanaPharm LLC | 10-K | 001-36395 | 04/01/2019 | 10.10(b) |
| 10.7(c) | Amendment No. 1 to Assignment Agreement entered into as of December 4, 2019 between Daré Bioscience, Inc. and Hammock Pharmaceuticals, Inc. | 10-K | 001-36395 | 03/27/2020 | 10.10(c) |
| 10.7(d) | Amendment No. 2 to the License Agreement entered into as of December 3, 2019 between Daré Bioscience, Inc., TriLogic Pharma, LLC and MilanaPharm LLC | 10-K | 001-36395 | 03/27/2020 | 10.10(d) |
| 10.7(e) | Amendment to License Agreement effective as of September 21, 2021 by and among Daré Bioscience, Inc., TriLogic Pharma, LLC and MilanaPharm LLC | 10-Q | 001-36395 | 11/10/2021 | 10.1 | |
| 10.8+ | License Agreement dated as of January 10, 2020 between Bayer HealthCare LLC and Daré Bioscience, Inc. | 10-K | 001-36395 | 03/27/2020 | 10.16 | |
| 10.9+ | Cooperative Research and Development Agreement entered into as of July 8, 2021 between Daré Bioscience, Inc. and the Eunice Kennedy Shriver National Institutes of Child Health and Human Development Institute | 10-Q | 001-36395 | 11/10/2021 | 10.2 | |
| 10.10+ | License Agreement dated as of August 12, 2023 between Douglas Pharmaceuticals Limited and Daré Bioscience, Inc. | X | ||||
| 10.11+ | Grant Agreement between Daré Bioscience, Inc. and the Bill & Melinda Gates Foundation effective as of June 30, 2021, as amended to date | X | ||||
| 10.12+ | Grant Agreement between Daré Bioscience, Inc. and the Bill & Melinda Gates Foundation effective as of November 11, 2024, as amended to date | X | ||||
| 10.13+ | Subaward Agreement between the Consortium Management Firm, National Collegiate Inventors and Innovators Alliance, Inc. d/b/a/ VentureWell and Daré Bioscience, Inc., effective as of October 12, 2024 | X | ||||
| 10.14 | Royalty Interest Financing Agreement entered into as of December 21, 2023 between Dare Bioscience, Inc. and United in Endeavor, LLC | 10-K | 001-36395 | 03/28/2024 | 10.12 | |
| 10.15 | Purchase Agreement, dated October 21, 2024, by and between Daré Bioscience, Inc. and Lincoln Park Capital Fund, LLC | 8-K | 001-36395 | 10/21/2024 | 10.1 | |
| 10.16 | Registration Rights Agreement, dated October 21, 2024, by and between Daré Bioscience, Inc. and Lincoln Park Capital Fund, LLC | 8-K | 001-36395 | 10/21/2024 | 10.2 | |
| 10.17+ | Traditional Royalty Purchase Agreement between Daré Bioscience, Inc. and XOMA (US) LLC, dated as of April 29, 2024 | 10-Q | 001-36395 | 08/12/2024 | 10.1 |
| 10.18+ | Synthetic Royalty Purchase Agreement between Daré Bioscience, Inc. and XOMA (US) LLC, dated as of April 29, 2024 | 10-Q | 001-36395 | 08/12/2024 | 10.2 |
| MANAGEMENT CONTRACTS AND COMPENSATORY PLANS | |||||
|---|---|---|---|---|---|
| 10.13(a)* | Daré Bioscience, Inc. Amended and Restated 2014 Stock Incentive Plan | 8-K | 001-36395 | 7/12/2018 | 10.1 |
| 10.13(b)* | Form of Incentive Stock Option Agreement for grants under the Daré Bioscience, Inc. Amended and Restated 2014 Stock Incentive Plan | 10-Q | 001-36395 | 8/13/2018 | 10.3 |
| 10.13(c)* | Form of Nonstatutory Stock Option Agreement for grants under the Daré Bioscience, Inc. Amended and Restated 2014 Stock Incentive Plan | 10-Q | 001-36395 | 8/13/2018 | 10.4 |
| 10.14* | 2014 Employee Stock Purchase Plan | S-1/A | 333-194442 | 3/31/2014 | 10.26 |
| 10.15(a)* | Daré Bioscience, Inc. 2022 Stock Incentive Plan | 10-Q | 001-36395 | 8/12/2024 | 10.7 |
| 10.15(b)* | Form of Incentive Stock Option Agreement for Grants under the Daré Bioscience, Inc. 2022 Stock Incentive Plan | 8-K | 001-36395 | 6/24/2022 | 10.1(b) |
| 10.15(c)* | Form of Nonstatutory Stock Option Agreement for Grants under the Daré Bioscience, Inc. 2022 Stock Incentive Plan | 8-K | 001-36395 | 6/24/2022 | 10.2(c) |
| 10.16* | Daré Bioscience, Inc. Performance Bonus Plan, as amended | 10-Q | 001-36395 | 11/9/2023 | 10.3 |
| 10.17* | Form of indemnification agreement between the registrant and each of its executive officers and directors | S-1 | 333-194442 | 03/10/2014 | 10.16 |
| 10.18* | Amended and Restated Non-Employee Director Compensation Policy (as amended on April 2024) | 10-Q | 001-36395 | 8/12/2024 | 10.4 |
| 10.19(a)* | Employment Agreement by and between Daré Bioscience, Inc. and Sabrina Martucci Johnson dated as of August 15, 2017 | 8-K | 001-36395 | 08/18/2017 | 10.1 |
| 10.19(b)* | Amendment No. 1 to Employment Agreement between Daré Bioscience, Inc. and Sabrina Martucci Johnson dated as of March 9, 2020 | 10-Q | 001-36395 | 05/14/2020 | 10.13(b) | |
| 10.19(c)* | Amendment No. 2 to Employment Agreement between Daré Bioscience, Inc. and Sabrina Martucci Johnson, dated as of May 20, 2024 | 10-Q | 001-36395 | 08/12/2024 | 10.5 | |
| 10.20(a)* | Employment Agreement by and between Daré Bioscience, Inc. and Lisa Walters-Hoffert dated as of August 15, 2017 | 8-K | 001-36395 | 08/18/2017 | 10.2 | |
| 10.20(b)* | Amendment No. 1 to Employment Agreement between Daré Bioscience, Inc. and Lisa Walters-Hoffert dated as of March 9, 2020 | 10-Q | 001-36395 | 05/14/2020 | 10.14(b) | |
| 10.21* | Daré Bioscience, Inc. Change in Control Policy (as amended on April 29, 2024) | 10-Q | 333-251599 | 08/12/2024 | 10.6 | |
| OTHER EXHIBITS | ||||||
|---|---|---|---|---|---|---|
| 19.1 | Daré Bioscience, Inc. Amended and Restated Insider Trading Policy (October 22, 2024) | X | ||||
| 21.1 | Subsidiaries of the registrant | X | ||||
| 23.1 | Consent of Haskell & White LLP | X | ||||
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended | X | ||||
| 32.1# | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97* | Dare Bioscience, Inc. Policy on Recovery of Erroneously Awarded Compensation | 10-K | ||||
| 101.INS | XBRL Instance Document | X | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document | X | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X |
| 101.LAB | XBRL Taxonomy Label Linkbase Document | X |
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | X |
| § | All schedules (or similar attachments) have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any schedules to the Securities and Exchange Commission upon request. | |
| Δ | Confidential treatment has been requested or granted to certain confidential information contained in this exhibit. | |
| + | Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10). The omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed. | |
| * | Management contract or compensatory plan or arrangement | |
| # | Furnished herewith. This certification is being furnished solely to accompany this report pursuant to U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated herein by reference into any filing of the registrant whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.