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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): January 23, 2024
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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Changes
in Management
Retirement
of Chief Financial Officer
On
January 23, 2024, Lisa Walters-Hoffert informed Daré Bioscience, Inc. (“our,” “we”, “us,”
“our,” or the “Company”) that she will retire from all positions with the Company, and her employment with the
Company will end, effective January 26, 2024. To help ensure a smooth transition of her responsibilities while also reducing costs for
the Company over the long term, Ms. Walters-Hoffert and the Company agreed that she will transition to a consulting role with the Company.
Ms. Walters-Hoffert currently serves as our Chief Financial Officer, a position she has held since July 2017. She co-founded the Company
in 2015, and she has been actively involved since its inception.
On
January 26, 2024, we and Ms. Walters-Hoffert entered into a consulting agreement pursuant to which she will provide us consulting services
for a nine-month period (the “Consulting Period”). During the Consulting Period, we will pay her $31,667 per month and will
reimburse her the amount of her health insurance premiums. In addition, Ms. Walters-Hoffert will remain eligible for a performance-based
bonus for fiscal year 2023, even though she will not be employed on the date of payment. Ms. Walters-Hoffert’s consulting agreement
contains a customary release of claims in our favor.
Given
the current needs of the Company, we do not currently intend to appoint a chief financial officer. As further discussed below, the functions
performed by a chief financial officer will be performed for us by Sabrina Martucci Johnson and MarDee Haring-Layton.
Appointment
of Chief Accounting Officer
As
a result of Ms. Walters-Hoffert’s retirement, Ms. Johnson, our Chief Executive Officer and President, will serve as our principal
financial officer, and Ms. Haring-Layton, our current Vice President, Accounting & Finance, was appointed as our Chief Accounting
Officer and will serve as our principal accounting officer. Ms. Johnson has extensive experience as a finance executive, having previously
served as Chief Financial Officer at WomanCare Global Trading, a specialty pharmaceutical company in female reproductive healthcare,
and Cypress Bioscience, a publicly-traded pharmaceutical company.
Ms.
Haring-Layton, age 48, joined us in January 2018 and has served as our Vice President of Accounting & Finance since October 2018.
She is a seasoned finance and accounting executive with more than 20 years of experience in financial reporting and accounting operations
and with broad experience across both public and private companies as well as having Big 4 public accounting experience. Prior to joining
us in 2018, Ms. Haring-Layton served as Chief Financial Officer of e.Digital Corporation, a publicly traded IP licensing and development
company from 2010 until 2017. Earlier in her career, she held corporate accounting positions at public companies and provided consulting
services for several biotechnology companies. She began her career with Deloitte, LLP. Ms. Haring-Layton has a Bachelor of Science in
Business Administration (Accounting) from San Diego State University.
Ms.
Haring-Layton’s current annual base salary is $295,000, which is the same amount it was during 2023. She also participates in our
change in control policy, the terms of which are described on page 27 of our proxy statement for our 2023 Annual Meeting of stockholders
under “Executive Compensation—Employment Agreements and Termination of Employment & Change in Control Arrangements”
filed with the U.S. Securities and Exchange Commission on April 27, 2023.
Ms.
Haring-Layton does not have any family relationships with any of our other executive officers or directors, nor was there any arrangement
or understanding between Ms. Haring-Layton and any other person pursuant to which she was appointed as our Chief Accounting Officer,
nor has she been involved in any related person transactions with us that would require disclosure under Item 404(a) of Regulation S-K.
Resignation
of Chief Commercial Officer
On
January 24, 2024, John Fair, our Chief Commercial Officer, informed us that, in light of the full-scale commercial launch of XACIATOTM—bringing
to fruition one of his primary responsibilities as Chief Commercial Officer—he will be resigning from all positions with us and
his employment with us will end effective June 30, 2024. Pursuant to a transition agreement we entered into with Mr. Fair on January
26, 2024, Mr. Fair will transition from full-time to part-time status, effective April 1, 2024. As of April 1, 2024, Mr. Fair will no
longer serve as an executive officer of the Company. From April 1, 2024 to June 30, 2024 (the “Transition Period”), Mr. Fair
will serve as an employee of the Company to help ensure a smooth transition of his responsibilities to other Company employees. We do
not currently intend to hire a new full-time employee to serve as our chief commercial officer or in a similar position, thereby reducing
costs for the Company over the long term. During the Transition Period, Mr. Fair’s base salary, which is currently an annualized
amount of $386,000, will be reduced by 25%. Following his termination of employment, we expect to enter into a consulting agreement with
Mr. Fair pursuant to which he will provide consulting services to us from time to time and we will compensate him at an hourly rate to
be agreed upon if and when we enter into such consulting agreement and without any commitment by either party as to how many hours of
consulting services Mr. Fair will provide.
Rightsizing
Board of Directors
Following
a periodic assessment by our Board of Directors (“Board”) of its size and composition, our Board determined that a reduction
in the number of our directors would help rightsize the Board to our current operations and further align the size of our Board with
boards of companies of similar size. As a result of this determination, on January 26, 2024, each of Cheryl R. Blanchard, Ph.D. and Sophia
Ononye-Onyia, Ph.D. informed our Board that they will voluntarily resign from our Board immediately prior to our 2024 annual meeting
of stockholders. Dr. Blanchard and Dr. Ononye-Onyia will continue to serve on our Board until our 2024 annual meeting of stockholders,
at which time we expect to enter into advisory agreements with each of them pursuant to which they will serve as advisors to our Board
and management for no additional cash compensation. The size of our Board will be reduced from eight to six members effective as of our
2024 annual meeting of stockholders. In addition, in connection with the periodic assessment, although it will not be a material cost
savings, our Board also determined to reduce the annual cash compensation payable to non-employee directors to the 25th percentile
of our peer group of companies.
| Item
7.01 |
Regulation
FD Disclosure. |
The Company
issued the press release attached hereto as Exhibit 99.1 with respect to the matters set forth in Item 5.02 above. The information in
Item 7.01 of this report and Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the
Exchange Act, except as otherwise expressly stated in such filing.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d) 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.
| |
DARÉ
BIOSCIENCE, INC. |
| |
|
| Dated:
January 26, 2024 |
By: |
/s/
Sabrina Martucci Johnson |
| |
Name: |
Sabrina
Martucci Johnson |
| |
Title: |
President
and Chief Executive Officer |
Exhibit
99.1
Daré
Bioscience Announces Executive Team and Board of Directors Changes
SAN
DIEGO, JAN. 26, 2024 — Daré Bioscience, Inc. (NASDAQ: DARE), a leader in women’s health innovation, today announced
changes in company management which includes the retirement of Chief Financial Officer, Lisa Walters-Hoffert, and the resignation of
Chief Commercial Officer, John Fair. Both Ms. Walters-Hoffert and Mr. Fair have entered into plans with the Company to help ensure a
seamless transition. Daré also announced an adjustment to the size of its Board of Directors to better reflect the Company’s
size following the voluntary resignations of Cheryl R. Blanchard, Ph.D. and Sophia Ononye-Onyia, Ph.D.
“On
behalf of the Daré team, I am so grateful to Lisa and John for their invaluable contributions to the Company and women’s
health as a whole, including Lisa’s pivotal role in our founding, and John’s expertise and guidance to help bring forward
our first commercial product XACIATO™. We also appreciate Dr. Blanchard’s and Dr. Ononye-Onyia’s seasoned counsel and
insights as Board members and their future support as advisors,” said Sabrina Martucci Johnson, President and CEO of Daré
Bioscience. “As we continue to execute on our mission, these changes further support our focus on advancing our late-stage product
candidates, Ovaprene® and Sildenafil Cream, 3.6%, as well as maintaining a lean cost structure and creating long-term value for all
Daré stakeholders.”
Retirement
of Chief Financial Officer
On
January 23, 2024, Co-founder and Chief Financial Officer Lisa Walters-Hoffert informed Daré that she will retire from all positions
with the Company, effective January 26, 2024. To help ensure a smooth transition of her responsibilities, Ms. Walters-Hoffert and the
Company agreed that she will transition to a nine-month consulting role with the Company following her retirement.
Given
the financial knowledge and experience within the Daré team, the Company does not currently intend to appoint a chief financial
officer, which further reduces costs for the Company over the long term as well. The functions performed by a chief financial officer
will be performed by Ms. Johnson and MarDee Haring-Layton going forward.
Appointment
of Chief Accounting Officer
As
a result of Ms. Walters-Hoffert’s retirement, Ms. Johnson, our Chief Executive Officer and President, will serve as our principal
financial officer, and MarDee Haring-Layton, our current Vice President, Accounting & Finance, will serve as our Chief Accounting
Officer. Ms. Johnson has extensive experience as a finance executive, having previously served as Chief Financial Officer at WomanCare
Global Trading, a specialty pharmaceutical company in female reproductive healthcare, and Cypress Bioscience, a publicly-traded pharmaceutical
company.
Ms.
Haring-Layton joined us in January 2018 and has served as our Vice President of Accounting & Finance since October 2018. She is a
seasoned finance and accounting executive with more than 20 years of experience in financial reporting and accounting operations, with
broad experience across both public and private companies as well as having Big 4 public accounting experience. Prior to joining Daré
in 2018, Ms. Haring-Layton served as Chief Financial Officer of e.Digital Corporation, a publicly traded IP licensing and development
company from 2010 until 2017. Earlier in her career, she held corporate accounting positions at public companies and provided consulting
services for several biotechnology companies. She began her career with Deloitte, LLP. Ms. Haring-Layton has a Bachelor of Science in
Business Administration (Accounting) from San Diego State University.
Resignation
of Chief Commercial Officer
On
January 24, 2024, Mr. Fair, our Chief Commercial Officer, informed us that, in light of the full-scale commercial launch of XACIATOTM—bringing
to fruition one of his primary responsibilities as Chief Commercial Officer—he will be resigning from all positions with Daré
and his employment will end June 30, 2024. We do not currently intend to hire a new full-time employee to serve as our chief commercial
officer or in a similar position, thereby reducing costs for the Company over the long term.
Rightsizing
Board of Directors
Following
a periodic assessment by our Board of Directors of its size and composition, our Board determined that a reduction in the number of directors
would help rightsize the Board to our current operations and further align the size of our Board with boards of companies of similar
size. As a result of this determination, on January 26, 2024, each of Cheryl R. Blanchard, Ph.D. and Sophia Ononye-Onyia, Ph.D. informed
our Board that they will voluntarily resign from our Board immediately prior to our 2024 annual meeting of stockholders.
Dr.
Blanchard and Dr. Ononye-Onyia will continue to serve on our Board until our 2024 annual meeting of stockholders, at which time we expect
to enter into advisory agreements with each of them pursuant to which they will serve as advisors to our Board and management for no
additional cash compensation. The size of our Board will be reduced from eight to six members effective as of our 2024 annual meeting
of stockholders. In addition, in connection with the periodic assessment, our Board also determined to reduce the annual cash compensation
payable to non-employee directors to the 25th percentile of our peer group of companies.
About
Daré Bioscience
Daré
Bioscience is a biopharmaceutical company committed to advancing innovative products for women’s health. The company’s mission
is to identify, develop and bring to market a diverse portfolio of differentiated therapies that prioritize women’s health and
well-being, expand treatment options, and improve outcomes, primarily in the areas of contraception, vaginal health, reproductive health,
menopause, sexual health and fertility.
Daré’s
first FDA-approved product, XACIATO™ (clindamycin phosphate) vaginal gel 2% is a lincosamide antibacterial indicated for the treatment
of bacterial vaginosis in female patients 12 years of age and older, which is under a global license agreement with Organon. Daré’s
portfolio also includes potential first-in-category candidates in clinical development: Ovaprene®, a novel, hormone-free monthly
intravaginal contraceptive whose U.S. commercial rights are under a license agreement with Bayer; Sildenafil Cream, 3.6%, a novel cream
formulation of sildenafil, the active ingredient in Viagra®, to treat female sexual arousal disorder (FSAD); and DARE-HRT1, a combination
bio-identical estradiol and progesterone intravaginal ring for menopausal hormone therapy. To learn more about XACIATO, Daré’s
full portfolio of women’s health product candidates, and Daré’s mission to deliver differentiated therapies for women,
please visit www.darebioscience.com.
Daré
Bioscience leadership has been named on the Medicine Maker’s Power List and Endpoints News’ Women in Biopharma 2022. In 2023,
Daré’s CEO was honored as one of Fierce Pharma’s Most Influential People in Biopharma for Daré’s contributions
to innovation and advocacy in the women’s health space. Daré Bioscience placed #1 in the Small Company category of the San
Diego Business Journal’s 2023 Best Places to Work Awards.
Daré
may announce material information about its finances, product and product candidates, clinical trials and other matters using the Investors
section of its website (http://ir.darebioscience.com), SEC filings, press releases, public conference calls and webcasts. Daré
will use these channels to distribute material information about the company and may also use social media to communicate important information
about the company, its finances, product and product candidates, clinical trials and other matters. The information Daré posts
on its investor relations website or through social media channels may be deemed to be material information. Daré encourages investors,
the media, and others interested in the company to review the information Daré posts in the Investors section of its website and
to follow these X (formerly Twitter) accounts: @SabrinaDareCEO and @DareBioscience. Any updates to the list of social media channels
the company may use to communicate information will be posted in the Investors section of Daré’s website.
Contacts:
Media
and Investors on behalf of Daré Bioscience, Inc:
Camilla
White / Simona Kormanikova
Dentons
Global Advisors
DareBioscience@dentonsglobaladvisors.com
/ 1.212.466.6450
Source:
Daré Bioscience, Inc.
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