Dare Bioscience Inc

This advisory proposal asks stockholders to approve the company’s compensation of its named executive officers as disclosed in the proxy statement, including compensation tables and narrative discussion. Management seeks a non-binding endorsement to confirm that its pay practices—base salary, annual performance-based cash incentives, and long-term incentive awards exclusively in the form of stock options—are acceptable to investors and consistent with the company’s pay-for-performance philosophy. The Board points to past strong say-on-pay support (over 90% in 2025) and explains that the program is intended to attract and retain talent while aligning executives’ interests with stockholders through stock options and performance goals. While non-binding, a favorable vote provides the Board guidance and political cover to continue its compensation approach; an unfavorable vote would likely trigger substantive review and potential changes to plan design, targets, or disclosures. Key contextual facts include the company’s 2025 decision to award no performance bonuses after assessing performance goals and cash resources, and the Compensation Committee’s use of an independent consultant (Aon) and market data to set pay levels. Risks for investors include the potential for misalignment if incentive goals are not well-calibrated, or if option-heavy pay inadequately addresses retention or short-term liquidity pressures; management counters that options align long-term interests and that annual cash incentives are tied to operational and financial milestones. For sophisticated analysts, evaluation should focus on the specific performance metrics used, historical payout outcomes (including the Board’s recent decision to withhold 2025 bonuses), the degree of equity dilution from option grants, and how the compensation mix compares to peers and company lifecycle stage. The Board recommends a "FOR" vote, asserting that the current mix of salaries, performance-based incentives, and equity is appropriate to motivate management and create stockholder value over time.

This advisory proposal asks stockholders to state their preferred frequency for future advisory votes on executive compensation (every one, two, or three years). Management recommends an annual vote, arguing that yearly say-on-pay provides timely and direct input on compensation philosophy, policies and practices, which is particularly relevant during periods of strategic change or refinement of incentive structures. From a governance perspective, annual votes increase board accountability and give investors regular feedback opportunities, but they can also impose greater administrative burden and amplify short-term pressures on compensation design. The Board frames the recommendation in light of recent compensation decisions (e.g., the Board’s choice to award no 2025 performance bonuses and the establishment of a 2026 special performance period for the CEO), implying that annual engagement helps address evolving pay considerations. Analysts should weigh whether management’s execution and disclosures are sufficiently robust to merit annual oversight, and whether annual voting could encourage short-term incentive tuning at the expense of long-term value creation. The non-binding nature of the vote means the Board will consider outcomes but is not obligated to adopt the plurality preference; however, a clear investor preference could shape future compensation cadence. Given the company’s developmental and commercial inflection points, the Board’s annual recommendation is defensible, though investors prioritizing long-term stability may prefer multi-year votes.

This proposal seeks stockholder approval to permit the company to issue, in accordance with Nasdaq rules, additional shares under its existing equity line purchase agreement with Lincoln Park Capital Fund, LLC—an at-the-market style financing facility that allows the company, at its discretion, to sell up to $15.0 million of common stock over a 24-month period. Nasdaq’s 20% Rule otherwise limits issuance without separate approval to an "Exchange Cap" equal to 19.99% of outstanding shares at signing (1,711,172 shares), and the company has nearly reached that cap (1,667,614 shares issued as of April 14, 2026, inclusive of commitment shares). The requested approval would eliminate that cap constraint so the company can continue to access the facility through its December 2026 expiry without being subject to the Minimum Price threshold ($3.59) that would otherwise allow issuance beyond the cap. The Board argues this preserves a flexible, on-demand capital source with no warrants and pricing tied to market prices, which can be lower cost and faster than negotiated private placements—valuable while the company executes its commercial launch and development plans. Dilution is the primary risk to existing shareholders: the filing shows illustrative dilution at various raise levels (e.g., ~$3M issuance would dilute ~10.5% at $1.75/share pricing as of April 14, 2026), and the lower the market price at issuance, the more dilutive the financing becomes. Analysts should evaluate the company’s cash runway, alternative financing options (including Regulation A+ offering and non-dilutive grants), historical use of proceeds under the Purchase Agreement, and whether the governance protections (Beneficial Ownership Cap, registration rights, absence of warrants, and ability to terminate with one day’s notice) sufficiently mitigate investor concerns. Also relevant is the potential for a single purchaser or affiliated group to accumulate a large equity stake: the Purchase Agreement contains a 4.99% beneficial ownership cap (increaseable by Lincoln Park upon notice up to 9.99%). Failure to obtain approval would likely curtail the company’s ability to access remaining capacity before expiration and could force alternative, potentially more dilutive or expensive financing measures. On balance, for investors who value preserving optionality and rapid access to capital during a commercial inflection, the Board’s recommendation to approve is understandable, while risk-averse investors should closely monitor pricing execution and share issuance pacing.

This proposal requests shareholder approval to add 1,500,000 shares to the company’s 2022 Stock Incentive Plan to fund future equity grants to employees, directors and consultants. Management argues the current reserve (128,343 shares available as of the record date) would be exhausted quickly given existing grant practices and that the requested amount is expected to support equity needs for approximately three years, based on historical grant volumes and a three-year average gross burn rate of ~3.73%. The plan includes several governance protections—no evergreen increases, minimum vesting for at least one year on 95% of awards, prohibition on repricing without shareholder approval, limits on non-employee director annual equity value, and no dividends or dividend equivalents on unvested awards—which mitigate some dilution and governance concerns. Dilution analysis shows the requested 1,500,000 shares would represent ~9.3% dilution relative to outstanding shares at the record date; analysts should weigh this against the company’s hiring needs, retention risk, and stage of commercialization. The Board’s recommendation reflects a belief that equity incentives are necessary to align employee incentives with long-term stockholder value, especially as the company transitions into commercial activity. Investors should assess whether the historical burn rate, expected hiring, and potential future financings justify the size of the increase, and consider connecting the authorization to robust disclosure around grant practices, target recipients, and potential anti-dilution guardrails. If approved, the company will file a Form S-8 to register the additional shares; failure to approve would constrain equity compensation, potentially hampering retention and recruitment or forcing alternative (possibly cash) compensation strategies.

This procedural proposal requests authority to adjourn the meeting to solicit additional proxies if Proposal 5 fails to receive sufficient votes, enabling management to continue outreach to holders to secure approval. It is a contingency mechanism commonly used when a specific, non-routine financing proposal (here, the Lincoln Park equity line approval) risks failing on the initial vote; approving it gives the company operational flexibility to seek more support without abandoning the underlying proposal. The practical effect is to allow additional time to engage institutional and retail holders, present supplemental information, and potentially obtain discretionary broker votes if applicable. From a governance viewpoint, adjournment authority can be seen as reasonable to preserve shareholder value if the board genuinely believes the underlying proposal is in the company’s best interest, but it can also be criticized if used to unduly pressure holders or to present materially new terms without sufficient time for analysis. Analysts should monitor whether management communicates new information during the adjournment period and whether any solicitation efforts change the narrative or terms around Proposal 5. If the underlying rationale for Proposal 5 is sound (i.e., preserving an on-demand financing tool to support commercialization), granting adjournment authority is a pragmatic step; if investors have substantive objections to the financing terms or dilution, adjournment merely delays resolution without addressing core concerns.

This proposal is a contingency request authorizing the company to adjourn the annual meeting to solicit additional proxies if Proposal 6 (the 2022 Plan share increase) does not receive sufficient votes. It affords the Board an ability to continue outreach and provide additional rationale to shareholders, which can be important when a governance-related proposal may fall short due to concerns about dilution or plan governance. Approving the adjournment authority is a common, procedural request that does not change the substance of Proposal 6 but keeps the option to seek later approval without reconvening a separate meeting. Analysts should consider whether the need for additional solicitation reflects communication gaps, shareholder skepticism about dilution, or other material concerns; if so, management should address those underlying issues rather than relying solely on extended solicitation. The Board’s recommendation to approve this procedural measure indicates it prefers to preserve the chance of obtaining approval for the plan amendment rather than immediately accept defeat, which is understandable given the company's stated need for additional share capacity to support recruiting, retention and incentive alignment.