Dare Bioscience, Inc. 8-K

What Happened
Daré Bioscience, Inc. (DARE) filed an 8-K reporting that on January 23, 2026 it filed a Certificate of Designation establishing a new series of preferred stock: 4,999,620 shares of Series A Convertible Preferred Stock. The Certificate sets the rights and terms for the Series A preferred shares, including a $5.00 stated value and liquidation preference, conversion rights into common stock, a company call option starting three years after the initial offering closing, and restrictions tied to Nasdaq rules.

Key Details

• Number of shares designated: 4,999,620 shares of Series A Convertible Preferred Stock; initial stated value and liquidation preference of $5.00 per share.
• Conversion: holders may convert each Series A share into common stock at an initial conversion price of $2.50 (i.e., initially convertible into 2 shares of common stock), subject to customary adjustments.
• Forced conversion triggers: company can require conversion upon (a) change in control, (b) common stock closing price ≥ $4.50 for 10 trading days within any 30-day period, or (c) a firm commitment public offering raising at least $15.0 million at ≥ $4.50 per share.
• Company call: beginning on the third anniversary of the initial closing, Daré may redeem outstanding Series A shares at the lesser of (i) stated value plus non‑compounded 8% per year or (ii) 200% of stated value, with customary adjustment mechanics.
• Rights and limits: Series A carries no voting rights (except as required by law), no dividends, no mandatory redemption, and will be fully paid and non-assessable. Issuance of common shares on conversion may require stockholder approval under Nasdaq Listing Rules (e.g., if conversion would create a 20%+ holder or otherwise trigger Rule 5635 conditions).

Why It Matters
This filing creates a new convertible preferred security that can convert into common stock at a relatively low initial conversion price ($2.50), which could dilute existing common shareholders if conversions occur. The Series A is senior to common stock on liquidation but carries no dividends or voting rights. The company retains flexibility (call option, no mandatory redemption) and conversion/issuance may be limited by Nasdaq rules that could require shareholder approval. Investors should watch the progress of the related offering, any conversions, and potential shareholder votes tied to Nasdaq requirements.