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United States securities and exchange commission logo
May 26, 2020
Lisa Walters-Hoffert
Cheif Financial Officer
Dare Bioscience, Inc.
3655 Nobel Drive, Suite 260
San Diego, CA 92122
Re: Dare Bioscience,
Inc.
Registration
Statement on Form S-3
Filed May 15, 2020
File No. 333-238299
Dear Ms. Walters-Hoffert:
We have limited our review of your registration statement to the
issue we have addressed
in our comment below. In our comment we have asked you to provide us
with information so
we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this comment, we may have additional comments.
Form S-3 filed May 15, 2020
Exclusive Forum By-law Provision, page 14
1. We note that Section
5.9 of the Second Amended and Restated By-Laws of Dare
Bioscience, Inc.
includes a forum selection provision that identifies the Court of Chancery
of the State of
Delaware as the exclusive forum for certain litigation, including any
"derivative action or
proceeding brought on behalf of the corporation." Please disclose
whether this provision
applies to actions arising under the Securities Act or Exchange Act.
In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any
duty or liability
created by the Securities Act or the rules and regulations thereunder. If the
Lisa Walters-Hoffert
Dare Bioscience, Inc.
May 26, 2020
Page 2
provision applies to Securities Act claims, please also revise your
prospectus to state that
there is uncertainty as to whether a court would enforce such provision
and that investors
cannot waive compliance with the federal securities laws and the rules
and regulations
thereunder. If this provision does not apply to actions arising under the
Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in
the governing
documents states this clearly, or tell us how you will inform investors
in future filings that
the provision does not apply to any actions arising under the Securities
Act or Exchange
Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Laura Crotty at (202) 551-7614 or Celeste Murphy at (202)
551-3257 with
any other questions.
Sincerely,
FirstName LastNameLisa Walters-Hoffert
Division of
Corporation Finance
Comapany NameDare Bioscience, Inc.
Office of Life
Sciences
May 26, 2020 Page 2
cc: Edwin Astudillo
FirstName LastName