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): June 25, 2020
DARÉ BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36395 | 20-4139823 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
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
Not Applicable
(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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common stock | DARE | Nasdaq Capital Market | ||||||
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 5.07 | Submission of Matters to a Vote of Security Holders | ||||
At the annual meeting of stockholders of Daré Bioscience, Inc. ("Daré," “we,” “us,” or “our”) held on June 25, 2020, four proposals were voted upon by Daré’s stockholders. The proposals are described in detail in our definitive proxy statement for the annual meeting, filed with the Securities and Exchange Commission on April 22, 2020. Below is a brief description of, and the final results of the votes for, each proposal:
1.Our stockholders elected the nominees named below to our board of directors to serve as Class III directors for a three-year term expiring at our 2023 annual meeting of stockholders by the votes set forth below:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Cheryl R. Blanchard | 8,415,330 | 385,691 | 10,258,888 | ||||||||
| Sabrina Martucci Johnson | 8,552,321 | 248,700 | 10,258,888 | ||||||||
2.Our stockholders ratified the appointment of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2020 by the votes set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 18,858,572 | 108,046 | 93,291 | 0 | ||||||||
3.Our stockholders approved, on an advisory basis, the 2019 compensation of our named executive officers by the votes set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 7,515,973 | 1,231,789 | 53,259 | 0 | ||||||||
4.Our stockholders voted as follows with respect to the preferred frequency of holding an advisory vote on the compensation of our named executive officers:
| Every year | Every two years | Every three years | Abstentions | Broker Non-Votes | ||||||||||
| 8,111,069 | 263,094 | 359,842 | 67,016 | 0 | ||||||||||
In light of the results on proposal 4, we have decided to include in our proxy materials the stockholder advisory vote on executive compensation every year until the next required vote on the frequency of stockholder advisory votes on executive compensation.
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.
DARÉ BIOSCIENCE, INC. | |||||||||||||||||
| Dated: June 26, 2020 | By: | /s/ Sabrina Martucci Johnson | |||||||||||||||
| Name: | Sabrina Martucci Johnson | ||||||||||||||||
| Title: | President and Chief Executive Officer | ||||||||||||||||