Dare Bioscience : 2021 Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

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DARÉ BIOSCIENCE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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Daré Bioscience, Inc.

3655 Nobel Drive, Suite 260

San Diego, California 92122

Notice of Annual Meeting of Stockholders

To Be Held On June 24, 2021

Dear Stockholder:

Notice is hereby given that the 2021 Annual Meeting of Stockholders of Daré Bioscience, Inc., a Delaware corporation, will be held on June 24, 2021, at 9:00 a.m. Pacific Time for the following purposes:

1. To elect three Class I directors named in the accompanying proxy statement;
2. To ratify the appointment of Mayer Hoffman McCann P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2021;
3. To authorize issuance of shares of our common stock in connection with an acquisition for purposes of complying with Nasdaq Listing Rule 5635;
4. To approve, on an advisory basis, the compensation of our named executive officers;
5. To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor or Proposal 3 if there are not sufficient votes to approve Proposal 3; and
6. To conduct any other business properly brought before the meeting.

The record date for the annual meeting is May 4, 2021. Stockholders owning the company's common stock at the close of business on the record date, or their legal proxy holders, are entitled to vote at the annual meeting.

	By Order of the Board of Directors,
	/s/ William H. Rastetter
San Diego, California	William H. Rastetter
May 14, 2021	Chairman of the Board

Please vote your shares promptly to ensure the presence of a quorum at the annual meeting. You may vote your shares over the Internet or via a toll-free telephone number. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card. Please follow the instructions beginning on page 1 of the accompanying proxy statement to vote.

	TABLE OF CONTENTS
		Page
General Information About the Meeting and Voting	1
Board of Directors	6
Corporate Governance	10
Audit Committee Report	12
Executive Officers	16
Security Ownership of Certain Beneficial Owners and Management	17
Certain Relationships and Related Transactions	19
Executive Compensation	20
Director Compensation	26
Equity Compensation Plan Information	28
Proposal 1 - Election of Directors	29
Proposal 2	- Ratification of Independent Auditor	30
Proposal 3	- Approval of Issuance of Shares of Our Common Stock to Former Microchips' Shareholders	35
Proposal 4	- Advisory Vote to Approve Executive Compensation	32
Proposal 5	- Approve the Adjournment of the Annual Meeting	36
Other Matters	37
Annual Report	37

_________________________________________________________________

PROXY STATEMENT

2021 ANNUAL MEETING OF STOCKHOLDERS

____________________________________________________________________________________________

GENERAL INFORMATION ABOUT THE MEETING

Daré Bioscience, Inc. ("Daré," "we," "us," "our" or the "Company") has prepared these materials for use at its 2021 annual meeting of stockholders and any adjournment or postponement thereof (the "Annual Meeting"). The Annual Meeting is scheduled to begin at 9:00 a.m. Pacific Time, on June 24, 2021.

The Annual Meeting will be a completely virtual meeting conducted via live audio webcast. We believe this technology provides expanded access, improved communication and cost savings for our stockholders. Hosting a virtual meeting enables increased stockholder attendance and participation from any location around the world.

In accordance with rules of the Securities and Exchange Commission ("SEC"), we opted to use the Internet as the primary means of furnishing proxy materials to our stockholders. Accordingly, unless a stockholder previously elected to receive printed copies of our proxy materials, a Notice of Internet Availability of Proxy Materials ("Notice of Internet Availability") has been sent to stockholders instead of mailing printed copies. The Notice of Internet Availability provides instructions on how to access our proxy materials via the Internet and how to request a printed set at no charge. In addition, stockholders can elect to receive future proxy materials electronically by email or in printed form by mail, and any such election will remain in effect until terminated by the stockholder. We encourage all stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the cost and environmental impact of our annual meetings.

Our proxy materials will be sent or made available to stockholders on or about May 14, 2021. We are soliciting proxies pursuant to this Proxy Statement for use at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 24, 2021: This Proxy Statement and our Annual Report are available electronically at www.proxyvote.com.

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How do I attend the Annual Meeting?

You will be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/ DARE2021. Online check-in will begin at 8:45 a.m. Pacific Time and we suggest logging-on at that time to allow ample time for the check-in procedures. Please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone or similar companies.

Who can vote at the Annual Meeting?

Only our stockholders of record at the close of business on the record date, or their legal proxy holders, are entitled to vote at the Annual Meeting. The record date for the Annual Meeting is May 4, 2021. There were 48,645,201 shares of common stock outstanding and entitled to vote on the record date.

What am I voting on?

There are five matters scheduled for a vote. Each share of our common stock has one vote on each

matter.

Proposal 1: Election of three Class I directors named in this Proxy Statement to hold office until our 2024 annual meeting of stockholders;

Proposal 2: Ratification of the selection of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

Proposal 3: To authorize the issuance of shares of our common stock in connection with an acquisition for purposes of complying with Nasdaq Listing Rule 5635;

Proposal 4: To approve, on an advisory basis, the compensation of our named executive officers; and

Proposal 5: To approve the adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of Proposal 3 if there are not sufficient votes to approve Proposal 3.

How do I vote?

You are invited to attend the Annual Meeting online to vote on the proposals described in this Proxy Statement during the meeting, however, you may vote your shares by simply following the instructions below to vote via the Internet, by telephone or by mail. Even if you intend to attend the Annual Meeting online, we encourage you to vote your shares in advance using one of the methods described below to ensure that your vote will be represented at the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name

If, on the record date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record and you may vote those shares as follows:

• During the Annual Meeting: You may attend the Annual Meeting online and vote during the meeting online by visiting www.virtualshareholdermeeting.com/DARE2021. You will be asked to provide the control number on your Notice of Internet Availability to access this site.
• By Phone: Dial toll-free1-800-690-6903 using any touch-tone telephone and follow the recorded instructions. You will be asked to provide the control number from your Notice of Internet Availability. Your telephone vote must be received by 11:59 p.m. Eastern Time on June 23, 2021 in order to be counted.
• By Internet: Complete an electronic proxy card at www.proxyvote.com. You will be asked to provide the control number from your Notice of Internet Availability. Your Internet vote must be received by 11:59 p.m. Eastern Time on June 23, 2021 in order to be counted.
• By Mail: Complete, sign and date the proxy card that may be delivered to you and return it promptly in the envelope provided or return it to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The proxy holders identified in the proxy card will vote all shares of our stock represented by a properly completed and executed proxy received in time for the Annual Meeting in accordance with the stockholder's instructions. If you submit your executed proxy but do not fill out the voting instructions on the proxy card, the shares represented by your proxy will be voted "FOR" each of the director nominees identified in this Proxy Statement and "FOR" each of Proposals 2, 3, 4 and 5. If any other matter is properly

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