Dare Bioscience, Inc. — Director's Dealing 2017

Jul 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dare Bioscience, Inc. (DARE)
CIK: 0001401914
Period of Report: 2017-07-19

Reporting Person: HAWLEY ROGER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-19	Common Stock	A	182697	—	Acquired	182697	Direct
2017-07-19	Common Stock	A	307714	$0.00	Acquired	490411	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-19	Option to Purchase Common Stock	$0.005	A	10149	Acquired	2025-12-01	Common Stock (10149)	Direct
2017-07-19	Option to Purchase Common Stock	$6.56	A	2200	Acquired	2027-07-19	Common Stock (2200)	Direct

Footnotes

F1: In exchange for the issuance of shares of common stock and options to purchase shares of common stock of Dare Bioscience, Inc. (the "Corporation"), the Corporation acquired all of the issued and outstanding shares of common stock of Dare Bioscience Operations, Inc. ("Dare Operations") pursuant to the terms of a Stock Purchase Agreement, dated March 19, 2017, by and between the Corporation, Dare Operations and certain equityholders of Dare Operations party thereto, as filed with the Securities and Exchange Commission on Form 8-K on March 20, 2017 (such exchanges and issuances, the "Transaction").

F2: The shares of common stock of the Corporation reported reflect the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. These shares of common stock of the Corporation were received in connection with the Transaction in exchange for 900,000 shares of Dare Operations common stock. On the effective date of the Transaction, the closing price of the common stock of the Corporation, as reported on The Nasdaq Capital Market, was $6.56 per share (on a post-split basis). Each share of common stock of Dare Operations was cancelled and exchanged for the right to receive 0.2029969047 shares of common stock of the Corporation (on a post-split basis).

F3: The shares of common stock of the Corporation reported reflect the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. These shares of common stock of the Corporation were received in connection with the Transaction in exchange for 1,515,857 shares of Dare Operations common stock. On the effective date of the Transaction, the closing price of the common stock of the Corporation, as reported on The Nasdaq Capital Market, was $6.56 per share (on a post-split basis). Each share of common stock of Dare Operations was cancelled and exchanged for the right to receive 0.2029969047 shares of common stock of the Corporation (on a post-split basis).

F4: The shares of common stock of the Corporation excercisable pursuant to the option reported reflect the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. These options to purchase common stock of the Corporation were received in connection with the Transaction in exchange for 50,000 options to purchase shares of common stock of Dare Operations. Each option to purchase one share of common stock of Dare Operations was cancelled and exchanged for the right to receive an option to purchase 0.2029969047 shares of common stock of the Corporation (on a post-split basis).

F5: Commencing on May 28, 2015 (the "Vesting Start Date"), Mr. Hawley shall acquire a vested interest in the shares of common stock of the Corporation exercisable pursuant to the option in a series of three (3) successive annual installments on the yearly anniversary of the Vesting Start Date, subject to Mr. Hawley's continued service to the Corporation.

F6: The exercise price reported reflects the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017.

F7: Mr. Hawley was awarded options to purchase shares of the Corporation's common stock in connection with his service as a member of the Board of Directors (the "Director Options") pursuant to the Corporation's 2014 Stock Incentive Plan and the Non-Employee Director Compensation Policy.

F8: The Director Options will vest in equal annual installments over a three year period measured from the date of grant, subject to Mr. Hawley's continued service to the Corporation, and will become exercisable in full upon a change of control of the Corporation.