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Dare Bioscience, Inc.

For the period ended Dec 31, 2025. Filed Mar 26, 2026.

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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.

FY2025 · Filed Mar 26, 2026

DARE$0.64+2.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO_____

Commission File No.001-36395

DARÉ BIOSCIENCE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware20-4139823
(State or other jurisdiction of incorporation)(IRS Employer Identification No.)
3655 Nobel Drive, Suite 260San Diego, CA(Address of Principal Executive Offices)92122(Zip Code)

Registrant’s telephone number, including area code: (858)926-7655

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per ShareDARENasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer☐Accelerated filer☐
Non-accelerated filerxSmaller reporting companyx
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 ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ Nox

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on the last business day of the registrant’s most recently completed second fiscal quarter was approximately $21,339,826 based on the closing price of the registrant's common stock as reported on the Nasdaq Capital Market on such day. This excludes shares of common stock held by affiliates on such date. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power directly, or indirectly, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by or under common control with the registrant. The determination of affiliate status for this purpose may not be conclusive for other purposes.

As of March 25, 2026, there were 14,559,502 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2026 annual meeting of shareholders (the “2026 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2026 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

Form 10-K – ANNUAL REPORT

For the Fiscal Year Ended December 31, 2025

Table of Contents

Page
PART I1
ITEM 1.Business6
ITEM 1A.Risk Factors59
ITEM 1B.Unresolved Staff Comments115
ITEM 1C.Cybersecurity115
ITEM 2.Properties116
ITEM 3.Legal Proceedings116
ITEM 4.Mine Safety Disclosures116
PART II117
ITEM 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities117
ITEM 6.Reserved117
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations117
ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk133
ITEM 8.Financial Statements and Supplementary Data133
ITEM 9.Changes in and Disagreement With Accountants on Accounting and Financial Disclosure133
ITEM 9A.Controls and Procedures133
ITEM 9B.Other Information134
ITEM 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections134
PART III135
ITEM 10.Directors, Executive Officers and Corporate Governance135
ITEM 11.Executive Compensation135
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters135
ITEM 13.Certain Relationships and Related Transactions, and Director Independence135
ITEM 14.Principal Accountant Fees and Services135
PART IV136
ITEM 15.Exhibits and Financial Statement Schedules136
Signatures143
Financial StatementsF-1
ContentsView on SEC.gov

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