Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 23, 2026, in anticipation of the initial closing of the Offering (as defined below), Daré Bioscience, Inc. ("Daré" "we," "us," or "our") filed a Certificate of Designation of Series A Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware, which became effective upon filing. The Certificate of Designation designates 4,999,620 shares of Daré's authorized preferred stock, $0.01 par value per share, as Series A Convertible Preferred Stock (the "Series A Preferred Stock") and establishes the following powers, preferences and rights, and qualifications, limitations and restrictions of such series of preferred stock:

Voting Rights. Except as required by law, the Series A Preferred Stock has no voting rights.

Ranking. The Series A Preferred Stock ranks, as to rights upon our liquidation, dissolution, or winding up, senior to our common stock, $0.0001 par value per share (the "Common Stock"). The terms of the Series A Preferred Stock do not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that are senior in rank to the Series A Preferred Stock as to dividend or distribution rights and rights upon our liquidation, dissolution or winding up.

Stated Value. Each share of the Series A Preferred Stock has an initial stated value of $5.00, subject to customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events affecting the Series A Preferred Stock.

Dividend Rights. Holders of the Series A Preferred Stock are not entitled to receive any dividends.

Liquidation Preference. The liquidation preference for each share of the Series A Preferred Stock is $5.00 per share, subject to customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events affecting the Series A Preferred Stock. Upon our liquidation, dissolution or winding up, to the extent we have the cash available, holders of shares of the Series A Preferred Stock will be entitled to receive the liquidation preference with respect to their shares of Series A Preferred Stock.

Company Call Option. Commencing on the third anniversary of the initial closing of the Offering and continuing indefinitely thereafter, we will have a right to call for redemption the outstanding shares of the Series A Preferred Stock at a per share call price equal to the lesser of (i) the stated value per share plus a non-compounded rate of return calculated at 8% per annum, and (ii) 200% of the stated value per share, subject to customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events affecting the Series A Preferred Stock. To exercise the call right, we will notify each holder of record of the then outstanding shares of Series A Preferred Stock that we will redeem all or a part of the outstanding shares on a date that is no earlier than 20 and no later than 60 days after the date of notice. If less than all the outstanding shares are to be redeemed, we will redeem the shares on a pro rata basis, selection by lot or in such other equitable manner we determine.

Conversion at Option of Holder. At any time after issuance, each share of the Series A Preferred Stock is convertible at the option of the holder thereof into shares of Common Stock at a conversion price of $2.50 per share (the "Initial Conversion Price"), subject to customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events. Accordingly, each share of the Series A Preferred Stock is initially convertible into two shares of Common Stock.

Forced Conversion. If at any time after issuance, any of the following events occurs, we will have the right to require the holders of shares of Series A Preferred Stock to convert all, or any portion of, their shares of Series A Preferred Stock into shares of Common Stock: (a) a change in control, (b) if the closing price of the Common Stock is at or above $4.50 per share, subject to customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events, for any 10 trading days out of any 30 consecutive trading day period, or (c) if we consummate a firm commitment public offering of shares of Common Stock resulting in gross proceeds of at least $15.0 million at an offering price per share equal to or greater than $4.50, subject to customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events.