S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on August 17, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Daré Bioscience, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		20-4139823 (I.R.S. employer identification number)

3655 Nobel Drive, Suite 260, San Diego, CA (Address of principal executive offices)		92122 (Zip code)

Daré Bioscience, Inc. Amended and Restated 2014 Stock Incentive Plan

(Full title of the plan)

Sabrina Martucci Johnson

President and Chief Executive Officer

Daré Bioscience, Inc.

3655 Nobel Drive, Suite 260

San Diego, CA 92122

(Name and address of agent for service)

(858) 926-7655

(Telephone number, including area code, of agent for service)

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

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. ☒


CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered ⁽¹⁾	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common stock, par value $0.0001 per share	1,570,659 shares	$1.05 to $2.55 ⁽²⁾	$2,078,253	$259

(1)

Pursuant to Rule 416, this registration statement also covers such number of additional shares of common stock that may become issuable under the plan covered by this registration statement by reason of any stock split, stock dividend, recapitalization, or any other similar transaction effected that results in an increase to the number of outstanding shares of the registrant’s common stock. The 1,570,659 shares consist of (a) 286,040 shares (the “Shares Subject to Outstanding Options”) subject to outstanding options granted under the Daré Bioscience, Inc. Amended and Restated 2014 Stock Incentive Plan (the “A&R 2014 Plan”) and (b) 1,284,619 shares reserved for future grant or issuance under the A&R 2014 Plan (the “Reserved Shares”).

(2)

Estimated solely for the purpose of computing the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933. The proposed maximum offering price per share and the proposed maximum aggregate offering price (a) for the Shares Subject to Outstanding Options are based upon the weighted-average exercise price of the outstanding options, and (b) for the Reserved Shares are based on the average of the high and the low prices per share of the registrant’s common stock as reported on the Nasdaq Capital Market as of a date (August 14, 2018) within five business days prior to the filing of this registration statement. The table below details the calculations of the registration fee:



Securities	No. of shares	Proposed maximum offering price per share	Proposed maximum aggregate offering price
Shares Subject to Outstanding Options	286,040	$2.55	$729,402
Reserved Shares	1,284,619	$1.05	$1,348,851
Total	1,570,659	N/A	$2,078,253

This registration statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act.

EXPLANATORY NOTE

This registration statement registers 1,570,659 additional shares of the common stock of Daré Bioscience, Inc. (“Daré”) for issuance under the Daré Bioscience, Inc. Amended and Restated 2014 Stock Incentive Plan (together with previous versions of such plan, the “A&R 2014 Plan”).

An aggregate of 538,614 shares of Daré common stock to be issued under the A&R 2014 Plan were previously registered on August 13, 2014 (File No. 333-198126) (358,114 shares), May 8, 2015 (File No. 333-204007) (80,500 shares), and May 27, 2016 (File No. 333-211697) (100,000 shares) (collectively, the “Prior Registration Statements”).

In accordance with General Instruction E to Form S-8, this registration statement incorporates by reference the contents of the Prior Registration Statements relating to the A&R 2014 Plan, except in each case for Item 8, Exhibits.

In accordance with the instructional Note to Part I of Form S-8, the information specified by Part I of Form S-8 has been omitted from this registration statement for offers of common stock pursuant to the A&R 2014 Plan. The documents containing the information specified in Part I will be delivered to the participants in the A&R 2014 Plan as required by Rule 428(b)(1) under the Securities Act.

The share numbers in this registration statement reflect the 1-for-10 reverse stock split of Daré’s common stock that was effected on July 20, 2017.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits.

The following exhibits are filed as a part of or incorporated by reference into this registration statement:

Incorporated by Reference

Exhibit

No.

Exhibit Description

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

5.1

Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

23.1

Consent of Mayer Hoffman McCann P.C.

23.2

Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)

24.1

Powers of Attorney (included on the signature page of this registration statement)

99.1

Daré Bioscience, Inc. Amended and Restated 2014 Stock Incentive Plan

Form 8-K

001-36395-18949535

10.1

07/12/18

99.2

Form of Incentive Stock Option Agreement for grants under the Daré Bioscience, Inc. Amended and Restated 2014 Stock Incentive Plan

Form 10-Q

001-36395-181013316

10.3

08/13/18

99.3

Form of Nonstatutory Stock Option Agreement for grants under the Daré Bioscience, Inc. Amended and Restated 2014 Stock Incentive Plan

Form 10-Q

001-36395-181013316

10.4

08/13/18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on August 17, 2018.


Daré Bioscience, Inc.

By:		/s/ Lisa Walters-Hoffert
		Lisa Walters-Hoffert
		Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Daré Bioscience, Inc., constitutes and appoints Sabrina Martucci Johnson and Lisa Walters-Hoffert, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any one or more amendments to any part of this registration statement, including any post-effective amendments, or appendices or supplements that may be required to be filed under the Securities Act of 1933, as amended, to keep such registration statement effective or to terminate its effectiveness, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he or she himself or herself might or could do, if personally present, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date

/s/ Sabrina Martucci Johnson	President, Chief Executive Officer, Secretary and Director	August 17, 2018
Sabrina Martucci Johnson	(Principal Executive Officer)

/s/ Lisa Walters-Hoffert	Chief Financial Officer	August 17, 2018
Lisa Walters-Hoffert	(Principal Financial and Accounting Officer)

/s/ Roger L. Hawley	Chairman of the Board	August 17, 2018
Roger L. Hawley

/s/ Jessica D. Grossman	Director	August 17, 2018
Jessica D. Grossman, M.D.

/s/ Susan L. Kelley	Director	August 17, 2018
Susan L. Kelley, M.D.

/s/ William H. Rastetter	Director	August 17, 2018
William H. Rastetter, Ph.D.

/s/ Robin J. Steele	Director	August 17, 2018
Robin J. Steele, J.D., L.L.M.