Dare Bioscience Inc

An investment in shares of our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in our 2024 10-K, in addition to other information in this report, before investing in our common stock. The occurrence of any of these risks could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment. Except as discussed below, there have been no material changes from the risk factors disclosed in Part I, Item 1A. Risk Factors in our 2024 10-K.

If we fail to regain and maintain compliance with the continued listing requirements of The Nasdaq Capital Market, our common stock could be suspended and delisted, which could, among other things, limit demand for our common stock, substantially impair our ability to raise additional capital and have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock.

Our common stock is listed on The Nasdaq Capital Market. In August 2024, Nasdaq notified us that we do not meet the requirement in Nasdaq Listing Rule 5550(b)(2), or the Minimum MVLS Rule, for continued listing on The Nasdaq Capital Market. The Minimum MVLS Rule requires a company to maintain a minimum market value of listed securities of $35.0 million. We were provided an initial period of 180 calendar days, or until February 10, 2025, to regain compliance with the Minimum MVLS Rule.

On February 13, 2025, Nasdaq notified us that because we did not regain compliance with the Minimum MVLS Rule by February 10, 2025, our common stock is subject to delisting from Nasdaq unless we timely request a hearing before the Nasdaq Hearing Panel, or the Panel.

On February 20, 2025, we requested a hearing before the Panel, which request stayed the delisting of our common stock pending the decision of the Panel following the hearing and the expiration of any extension period that may be granted by the Panel. At the hearing, which occurred on March 25, 2025, we presented our multi-step plan for regaining compliance with Nasdaq Listing Rule 5550(b) by either satisfying the Minimum MVLS Rule or Nasdaq Listing Rule 5550(b)(1), or the Stockholders’ Equity Rule, which requires a company to maintain stockholders’ equity of at least $2.5 million. A company will satisfy the continued listing requirement in Nasdaq Listing Rule 5550(b) if it satisfies either the Minimum MVLS Rule or the Stockholders’ Equity Rule.

On April 9, 2025, Nasdaq notified us that the Panel granted our request for an extension until August 12, 2025 to demonstrate compliance with Nasdaq Listing Rule 5550(b).

On April 29, 2025, we submitted to the Panel a modified multi-step plan for regaining compliance, or our Plan, which the Panel approved. Our Plan includes, among other things, increasing our stockholders’ equity by May 31, 2025 and to increase it further by July 15, 2025.

The Panel’s determination to grant our request for an extension is subject to certain conditions, including, among others, that we make progress in executing against our Plan by the dates specified in our Plan and that on or before August 12, 2025 (a) we publicly disclose transactions we undertook to increase our stockholders’ equity and provide an indication of our stockholders’ equity following such transactions, and (b) we provide the Panel with an update on our fundraising plans and income projections for the next 12 months. We intend to publicly disclose or provide, as the case may be, the information required by the Panel’s determination within the timeframe required thereby. While we are actively pursuing a range of initiatives aimed at executing against our Plan, no assurances can be given that we will be successful in doing so or that we will satisfy either the Stockholders’ Equity Rule or the Minimum MVLS Rule by August 12, 2025. If we fail to execute on our Plan to the Panel’s satisfaction and remain non-compliant with Nasdaq’s continued listing requirements, the Panel may take action to delist our common stock before August 12, 2025, even though the Panel granted us conditional continued listing until August 12, 2025. As is customary, the Panel also reserved the right to reconsider the terms of the extension it granted based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of our common stock inadvisable or unwarranted.

Even if we regain compliance with Nasdaq Listing Rule 5550(b) by August 12, 2025, there can be no assurance that we will be able to continue to satisfy all other continued listing requirements of The Nasdaq Capital Market and maintain the listing of our common stock on The Nasdaq Capital Market. For example, until we regained compliance in July 2024, we were not in compliance with the continued listing standard commonly referred to as the minimum bid price rule since July 19, 2023.

The suspension or delisting of our common stock, for whatever reason, could, among other things, substantially impair our ability to raise additional capital; result in the loss of interest from institutional investors, the loss of confidence in our company by investors and employees, and in fewer financing, strategic and business development opportunities; and result in potential breaches of agreements under which we made representations or covenants relating to our compliance with applicable listing requirements. Claims related to any such breaches, with or without merit, could result in costly litigation, significant liabilities and diversion of our management’s time and attention and could have a material adverse effect on our financial condition, business and results of operations. In addition, the suspension or delisting of our common stock, for whatever reason, may materially impair our stockholders’ ability to buy and sell shares of our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock.