Dare Bioscience, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
DARE$0.64+2.4%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0001401914-25-000022
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001401914-25-000044
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 19 previous paragraphs and 15 current paragraphs.
9 unchanged; 2 reworded; 3 added; 7 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
Our common stock is listed on the Nasdaq Capital Market. To maintain our listing we are required to satisfy continued listing requirements, including the requirements commonly referred to as the minimum bid price rule and with either the stockholders’ equity rule or the market value of listed securities rule. The minimum bid price rule requires that the closing bid price of our common stock be at least $1.00 per share, and the stockholders’ equity rule requires that our stockholders' equity be at least $2.5 million, or, alternatively, that the market value of our listed securities be at least $35 million or that we have net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years.
Current report
When Nasdaq confirmed that we regained compliance with the stockholders’ equity rule on July 24, 2025, Nasdaq also informed us that, pursuant to Nasdaq Listing Rule 5815(d)(4)(B), we will be subject to a mandatory panel monitor for a period of one year from July 24, 2025, and that if, within that one-year period, the Nasdaq Listing Qualifications Staff, or the Staff, determines that we are out of compliance with the stockholders’ equity rule, the Staff will issue a delist determination letter and we will have an opportunity to request a new hearing with Nasdaq’s Hearings Panel. Notwithstanding Nasdaq Listing Rule 5810(c)(2), we will not be permitted to provide a plan of compliance to the Staff with respect to such non-compliance, the Staff will not be permitted to grant additional time for us to regain compliance, and we will not be afforded a cure period pursuant to Nasdaq Listing Rule 5810(c)(3). The foregoing would limit our ability to regain compliance with the stockholders’ equity rule, and increases the likelihood that our common stock may be delisted, in the event we were to become non-compliant with the stockholders’ equity rule during the one-year monitoring period.
Current report
(a) On October 21, 2024, we entered into a purchase agreement with Lincoln Park Capital Fund, LLC, or Lincoln Park. During the period from April 1, 2025 to June 30, 2025, we sold 180,000 shares of our common stock to Lincoln Park under that purchase agreement for aggregate gross proceeds of approximately $0.5 million. For additional information regarding our purchase agreement with Lincoln Park, see Note 4 “Stockholders’ Equity” to the accompanying condensed consolidated financial statements. Lincoln Park represented to us, among other things, that it is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock issued to Lincoln Park under the purchase agreement were issued in reliance upon an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
Removed paragraphs (7)
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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).
Previous report
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.
Previous report
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.
Reworded paragraphs (2)
Previous wording
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.
Current wording
We were not in compliance with the stockholders’ equity rule or the market value of listed securities rule from August 2024 until July 24, 2025, and we were not in compliance with the minimum bid price rule from July 2023 until July 2024 and from December 2022 until January 2023. Although we regained compliance with the applicable rule in each instance, but there can be no assurance that we will continue to satisfy those or other continued listing requirements and maintain the listing of our common stock on the Nasdaq Capital Market.
Previous wording
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.
Current wording
The suspension or delisting of our common stock, or the commencement of delisting proceedings, 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, or the commencement of delisting proceedings, 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
There is no assurance that we will continue satisfying the listing requirements of the Nasdaq Capital Market.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.