UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 24, 2018

DARÉ BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

3655 Nobel Drive, Suite 260

San Diego, CA 92122

(Address of Principal Executive Offices and Zip Code)

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

11119 North Torrey Pines Road, Suite 200

La Jolla, CA 92037

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☒

Item 1.01. Entry into a Material Definitive Agreement.

On August 24, 2018, Daré Bioscience, Inc. (“we,” “us,” “our,” or “Daré”) entered into an amendment to the common stock sales agreement dated January 4, 2018 it entered into with H.C. Wainwright & Co., LLC, as sales agent. The amendment will be effective when our shelf registration statement on Form S-3 (File No. 333-227019) (the “New Registration Statement”) becomes effective.

Before being amended, the sales agreement provided for the sale and issuance of shares of our common stock in an “at-the-market” offering (the “ATM Offering”) pursuant to our shelf registration statement on Form S-3 (File No. 333-206396) (the “Prior Registration Statement”), which includes a base prospectus and a prospectus supplement dated January 4, 2018 providing for the sale of up to $10.0 million of shares of our common stock in the ATM Offering. To date, we have issued and sold 375,000 shares under the sales agreement for gross proceeds of approximately $1.1 million. Shares may continue to be sold under the sales agreement pursuant to the Prior Registration Statement until the effective date of the New Registration Statement.

The amendment to the sales agreement provides for the issuance and sale of shares of our common stock in the ATM Offering pursuant to the New Registration Statement. The issuance and sale of such shares in the ATM Offering will be made under the New Registration Statement, once it is effective, pursuant to a prospectus, which consists of a base prospectus and a prospectus supplement dated August 24, 2018, each of which has been filed with the New Registration Statement. Such prospectus supplement provides for the sale of up to $4.1 million of shares of our common stock in the ATM Offering under the New Registration Statement.

This report shall not constitute an offer to sell or the solicitation of an offer to buy any shares of our common stock, nor shall there be any offer, solicitation or sale of any such shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.

The foregoing description of the sales agreement, as amended does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, copies of which are filed as exhibits to this report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.2

AMENDMENT NO. 1 TO COMMON STOCK SALES AGREEMENT

August 24, 2018

Ladies and Gentlemen:

Daré Bioscience, Inc. (the “Company”) and H.C. Wainwright & Co. LLC (“HCW”) are parties to that certain Common Stock Sales Agreement dated January 4, 2018 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:

1. Reference to the “Registration Statement” in the Original Agreement shall refer to the registration statement on Form S-3 (File No. 333-227019), originally filed with the Securities and Exchange Commission on August 24, 2018 (as the same may be amended from time to time, “New Registration Statement”), when the New Registration Statement is declared effective by the Securities and Exchange Commission.

2. All references to “January 4, 2018” set forth in Schedule 1 and Exhibit 7(m) of the Original Agreement are revised to read “January 4, 2018 (as amended by Amendment No. 1 to Common Stock Sales Agreement, dated August 24, 2018)”.

3. Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

4. This Amendment No. 1 to Common Stock Sales Agreement shall become effective upon the date that the New Registration Statement is declared effective under the Securities Act.

5. Entire Agreement; Amendment; Severability. This Amendment No. 1 to the Original Agreement together with the Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant hereto and thereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment No. 1; provided, however, that all references to “date of this Agreement” in the Original Agreement shall continue to refer to the date of the Original Agreement.

6. Applicable Law; Consent to Jurisdiction. This amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

7. Waiver of Jury Trial. The Company and HCW each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this amendment or any transaction contemplated hereby.

8. Counterparts. This amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission.

[Remainder of Page Intentionally Blank]

2

If the foregoing correctly sets forth the understanding among the Company and HCW, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding amendment to the Original Agreement between the Company and HCW.

[Signature page to Amendment No. 1 to Common Stock Issuance Sales Agreement]