Daré Bioscience Announces Reverse Stock Split
Daré Bioscience (NASDAQ: DARE) will implement a 1-for-12 reverse stock split of its common shares effective July 1, 2024. This action aims to elevate the stock's bid price to meet Nasdaq's $1.00 minimum bid price requirement. Authorized by shareholders on June 5, 2024, the reverse split will reduce the total number of outstanding shares from about 101.1 million to 8.4 million, while also adjusting the exercise prices and number of shares underlying stock options and warrants. No fractional shares will be issued; instead, fractional interests will be rounded up. The stock will continue trading under the symbol 'DARE' with a new CUSIP number 23666P200.
- The reverse stock split aims to increase Daré Bioscience's stock price to comply with Nasdaq's $1.00 minimum bid price requirement.
- The total number of outstanding shares will be significantly reduced from approximately 101.1 million to 8.4 million, potentially making the stock more attractive to investors.
- The necessity of a reverse stock split indicates that the stock price has been below the $1.00 minimum bid price requirement, reflecting potential challenges in the company’s market performance.
Insights
Daré Bioscience's announcement of a 1-for-12 reverse stock split aims to address its compliance with NASDAQ's $1.00 minimum bid price requirement. A reverse stock split decreases the number of shares outstanding, which raises the per-share price, thereby potentially meeting the threshold required for continued listing. In this case, 101.1 million shares will be consolidated into approximately 8.4 million shares.
For investors, it's important to note that a reverse stock split does not inherently change the value of your holdings. You will own fewer shares, but each will be worth proportionally more. This action doesn't impact the company's market capitalization directly. However, the underlying intent is crucial: avoiding delisting. Continued listing on a major exchange like NASDAQ is significant because it ensures liquidity and visibility, which can affect investor confidence and access to capital.
While reverse splits can sometimes signal financial distress or struggles with share price, they can also be a tactical move to stabilize stock prices and attract institutional investors. Investors should keep an eye on the company's financial health and subsequent performance post-split to gauge long-term value.
The market perception of a reverse stock split can vary significantly. Some market participants may view it negatively, interpreting it as a sign that the company is struggling to maintain its share price. However, others might see it as a positive step towards achieving compliance with NASDAQ's requirements and stabilizing the stock. For Daré Bioscience, this move aims to sustain its presence on the NASDAQ Capital Market, important for maintaining investor confidence and accessibility.
Investors should also be aware of the broader market conditions and industry trends. For instance, the healthcare and biotech sectors often experience volatility and external factors such as regulatory decisions or clinical trial outcomes can have substantial impacts. Monitoring these elements, along with the company's strategic actions post-reverse split, will provide a clearer picture of potential risks and opportunities.
The reverse stock split announced by Daré Bioscience involves several procedural and regulatory steps. The company's stockholders have already authorized this action at the annual meeting, ensuring that it adheres to governance protocols. With Equiniti Trust Company, LLC acting as the exchange agent, the process seems to be in compliance with SEC regulations.
From a legal perspective, the reverse split's intent to comply with NASDAQ's listing requirements underscores its importance. Non-compliance with such requirements can lead to delisting, which might negatively impact liquidity and investor perception. Additionally, the handling of fractional shares—rounding them up to the next whole share—shows attention to detail, ensuring fairness for all stockholders.
Investors should feel reassured by the company's transparent and procedural approach to this reverse split. Ensuring regulatory compliance, coupled with equitable treatment of shares, is a positive sign for corporate governance.
Shares Expected to Begin Trading on Split-Adjusted Basis on July 1, 2024
SAN DIEGO, June 27, 2024 (GLOBE NEWSWIRE) -- Daré Bioscience, Inc. (NASDAQ: DARE), a leader in innovation for the health and wellbeing of women, today announced that it will implement a 1-for-12 reverse split of the issued shares of its common stock, effective at 12:01 a.m. Eastern Time on July 1, 2024. The Company's common stock is expected to begin trading on a split-adjusted basis when the market opens on Monday, July 1, 2024, and will continue to trade on The Nasdaq Capital Market under the symbol “DARE.” The new CUSIP number for the common stock will be 23666P200.
The reverse stock split is intended to increase the bid price of the common stock to enable the Company to regain compliance with the
When the reverse stock split becomes effective, every 12 shares of the Company’s common stock issued and outstanding or held by the Company in treasury will automatically be combined and reclassified into one share of common stock. No fractional shares will be issued as a result of the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share will instead automatically have their fractional interests rounded up to the next whole share, after aggregating all the fractional interests of a holder resulting from the reverse stock split. The reverse stock split will affect all stockholders uniformly and will not change any stockholder’s percentage ownership interest or any stockholder’s proportionate voting power, except for immaterial changes that may result from the treatment of fractional shares. The reverse stock split will not change the number of authorized shares of the Company’s common stock or the par value per share of the Company’s common stock.
The reverse stock split will reduce the number of issued and outstanding shares of the Company’s common stock from approximately 101.1 million to approximately 8.4 million.
As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise prices of, and the number of shares underlying, the Company’s outstanding stock options, as well as to the number of shares available for future awards granted under the Company’s stock incentive plans. In addition, proportionate adjustments will be made to the per share exercise prices of, and the number of shares underlying, outstanding warrants to purchase shares of the Company’s common stock.
The combination of, and reduction in, the issued shares of common stock as a result of the reverse stock split will occur automatically at the effective time of the reverse stock split without any additional action on the part of the Company’s stockholders. The Company's transfer agent, Equiniti Trust Company, LLC, is acting as the exchange agent for the reverse stock split and will send stockholders of record holding their shares electronically in book-entry form a transaction notice indicating the number of shares of common stock held after the reverse stock split. Stockholders who hold their shares through a broker, bank, or other nominee will have their positions adjusted to reflect the reverse stock split, subject to their broker, bank, or other nominee’s particular processes, and are not expected to be required to take any action in connection with the reverse stock split.
Additional information regarding the reverse stock split can be found in the Company’s definitive proxy statement for the annual meeting of stockholders of the Company held on June 5, 2024, which was filed with the U.S. Securities and Exchange Commission on April 26, 2024, a copy of which is available at www.sec.gov and on the Company's website.
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.
The first FDA-approved product to emerge from Daré’s portfolio of women’s health product candidates is XACIATO™ (clindamycin phosphate) vaginal gel
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.
Forward-Looking Statements
Daré cautions you that all statements, other than statements of historical facts, contained in this press release, are forward-looking statements. Forward-looking statements, in some cases, can be identified by terms such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” “contemplate,” “project,” “target,” “objective,” or the negative version of these words and similar expressions. In this press release, forward-looking statements include, but are not limited to, statements relating to the timing, completion and effect of the reverse stock split and the Company’s ability to regain compliance with Nasdaq’s minimum bid price requirement and continue to have its common stock listed on The Nasdaq Capital Market. As used in this press release, the description of a product candidate as “first-in-category” is a forward-looking statement relating to the potential of the candidate to represent a new category of product if it were to receive marketing approval for the indication for which Daré is developing it. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Daré’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements in this press release, including, without limitation, the risk that Nasdaq may not process the reverse stock split on the expected timeline; the risk that after the reverse stock split the closing bid price of the Company’s common stock is not at least
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.
FAQ
What is the impact of Daré Bioscience's reverse stock split on July 1, 2024?
Why is Daré Bioscience performing a reverse stock split on its shares (DARE)?
How will the reverse stock split affect current shareholders of Daré Bioscience (DARE)?
What changes will occur to Daré Bioscience's stock options and warrants after the reverse stock split?
What is the new CUSIP number for Daré Bioscience common stock after the reverse split?
