UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DARÉ BIOSCIENCE, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
23666P101
(CUSIP Number)
| Polaris Partners One Marina Park Drive, 10th Floor Boston, MA 02110 Attn: Max Eisenberg (855) 787-3500 |
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP One Marina Park Drive, 9th Floor Boston, MA 02210 Attn: Jay K. Hachigian, Esq. (617) 648-9100 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 23666P101
| 1. | Names of Reporting Persons.
Alan Crane | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
PF WC | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Massachusetts | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
7,720 shares | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
7,720 shares | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,720 shares | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. 23666P101
SCHEDULE 13D
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2014 (the “Original Schedule 13D”), by the Reporting Person, with respect to shares of Common Stock of the Issuer beneficially owned by the Reporting Person. This Amendment No. 1 is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5% of the class of securities. Except as amended or supplemented in this Amendment No. 1, all other information in the Schedule 13D is as set forth in the Original Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Original Schedule 13D.
The following Items of the Original Schedule 13D are hereby amended as follows:
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, $0.0001 par value per share (the “Common Stock”), of Daré Bioscience, Inc. (the “Issuer”). The Issuer’s principal executive office is located at 3655 Noble Drive, Suite 260
San Diego, CA 92122
Item 2. Identity and Background.
The principal business address of the Reporting Persons is c/o Polaris Partners, One Marina Park Drive, 10th Floor, Boston, MA 02210.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:
The information below is based on a total of 11,422,161 shares of Common Stock outstanding as of November 9, 2018 as reported on the Issuer’s Form 10-Q filed with the SEC on November 13, 2018.
(a) The Reporting Person directly beneficially owns 7,720 shares of Common Stock, or approximately 0.1% of the Common Stock outstanding.
(c) Except as described in this statement, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this statement.
(e) The Reporting Person has ceased to be the beneficial owner of more than 5% of the class of securities due to dilution resulting from increases in the total number of shares of Common Stock outstanding.
CUSIP No. 23666P101
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2019
| ALAN CRANE | ||
| By: | /s/ Alan Crane | |
| Alan Crane | ||