Full Press Release Details
Bioscience Announces Partial Adjournment of Annual Meeting of Stockholders to July 14, 2022
to be reconvened solely with respect to Proposal 5
DIEGO, June 24, 2022 (GLOBE NEWSWIRE) - Dar Bioscience, Inc. (NASDAQ: DARE), a leader in women's health innovation,
today announced partial adjournment of its 2022 Annual Meeting of Stockholders (the "Annual Meeting") and voting results
on all but one of the proposals. All of the director nominees in Proposal 1 set forth in the Company's Definitive Proxy Statement
for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 29, 2022 (the "Proxy Statement") were
elected by the Company's stockholders and Proposals 2, 3, 4 and 6 were approved, while Proposal 5 failed to receive sufficient
votes for approval. Proposal 5 seeks to amend the Company's restated certificate of incorporation, as amended, to increase the
number of authorized shares of its common stock to 240,000,000. The Annual Meeting will reconvene solely with respect to Proposal 5 at
9:00 a.m. Pacific Time on July 14, 2022. The reconvened Annual Meeting will be conducted in the same virtual format described in the
are encouraged by the number of stockholders who have voted to date and grateful for their strong support and participation. Proposal
5 requires more than 50% of all issued and outstanding shares as of our record date to be voted in favor in order to be approved,"
said Sabrina Martucci Johnson, President and CEO of Dar . "We will reconvene our Annual Meeting in approximately three weeks
and use the additional time to encourage stockholders of unvoted shares to vote in favor of Proposal 5, and seek to convince stockholders
who voted against or abstained from voting on the proposal to change their votes in favor of such proposal. Dar management and
our Board of Directors strongly believe that having additional authorized shares will be critical in the coming years ahead to maintaining
the Company's flexibility in considering and planning for potential business needs. We will endeavor to be creative and opportunistic
in accessing the capital needed to advance our portfolio of promising candidates and will continue to explore strategic non-dilutive
sources of capital, such as our license agreements with Organon and Bayer on certain of our portfolio programs, as well as grant funding
and other cost-effective structures in addition to equity sales."
the Annual Meeting, stockholders re-elected all three of the Company's Class II directors. In addition, stockholders approved the
following proposals: Proposal 2 (ratification of the appointment of the independent registered public accounting firm), Proposal 3 (on
an advisory basis, the compensation of named executive officers), Proposal 4 (the 2022 Stock Incentive Plan), and Proposal 6 (adjournment
of the Annual Meeting to solicit additional proxies in favor of Proposal 5).
Company will reconvene the Annual Meeting on July 14th and use the time during the adjournment to solicit additional proxies
from its stockholders in favor of Proposal 5 in order to meet the approval threshold. Approval of Proposal 5 requires that a majority
of outstanding shares of common stock as of the record date vote "FOR" the proposal. As of the partial adjournment of the
Annual Meeting, approximately 49.2% of the outstanding shares had voted "FOR" Proposal 5. Additionally, two leading independent
proxy advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co., LLC, have recommended that the Company's
stockholders vote "FOR" Proposal 5.
Company encourages all stockholders of record on the record date who have not yet voted to do so by 11:59 p.m. Eastern Time on July 13,
2022. Stockholders may vote on Proposal 5 online at www.proxyvote.com, by telephone toll-free at 1-800-690-6903, or by signing and returning
their proxy card or voting instruction form. Stockholders who need assistance voting or have questions may contact the firm assisting
the Company in soliciting proxies, Morrow Sodali, LLC, at 1-800-607-0088.
who have already voted do not need to vote again. Proxies already given will be voted in the manner specified in respect of Proposal
5 at the reconvened Annual Meeting unless properly revoked in accordance with the procedures described in the Proxy Statement. Stockholders
who have already voted and who want to change their vote on Proposal 5 may do so in the manner set forth in the Proxy Statement. Only
stockholders of record on the record date of April 26, 2022, or their legal proxy holders, will be entitled to vote at the reconvened
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, fertility, and vaginal and sexual
first FDA-approved product, XACIATO (clindamycin phosphate vaginal gel, 2%), is a lincosamide antibacterial indicated for the
treatment of bacterial vaginosis in female patients 12 years of age and older, which is under a global license agreement with Organon.
XACIATO is a clear, colorless, viscous gel, to be administered once intravaginally as a single dose. Dar 's portfolio also
includes potential first-in-category candidates in clinical development: Ovaprene , a novel, hormone-free monthly contraceptive whose
U.S. commercial rights are under a license agreement with Bayer; Sildenafil Cream, 3.6%, a novel cream formulation of sildenafil to treat
female sexual arousal disorder utilizing the active ingredient in Viagra ; and DARE-HRT1, a combination bio-identical estradiol and
progesterone intravaginal ring for hormone therapy following menopause. To learn more about XACIATO , Dar 's full
portfolio of women's health product candidates, and Dar 's mission to deliver differentiated therapies for women,
please visit www.darebioscience.com.
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. Dar
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 Dar
posts on its investor relations website or through social media channels may be deemed to be material information. Dar encourages
investors, the media, and others interested in the company to review the information Dar posts in the Investors section of its
website and to follow these 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 Dar 's website.
Additional Information and Where to Find It
In connection with the Annual Meeting, the Company
filed the Proxy Statement with the U.S. Securities and Exchange Commission ("SEC") and sent or made available the proxy materials
for the Annual Meeting, including the Proxy Statement, to stockholders on or about April 29, 2022. Before
making any voting decision, the Company urges its stockholders to read the Proxy Statement and the accompanying proxy card because THEy
CONTAIN IMPORTANT INFORMATION. Stockholders may obtain copies of all documents filed by the Company with the SEC, including the
Proxy Statement and any other documents relevant to the solicitation of proxies in connection with the Annual Meeting, free of charge
at the SEC's website, www.sec.gov, or in the Investors section of Dar 's website at https://ir.darebioscience.com/financial-information
or by written request directed to: Dar Bioscience, Inc., Attention: Secretary, 3655 Nobel Drive, Suite 260, San Diego, California
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," "endeavor" 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 expectations regarding reconvening the Annual Meeting, the importance of increasing the authorized shares of common stock
of the Company, payments to the Company under its license agreements with Organon and Bayer, and potential sources of additional capital.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Dar '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, risk and uncertainties related to: Dar 's
ability to develop, obtain FDA or foreign regulatory approval for, and commercialize its product candidates and to do so on communicated
timelines; failure or delay in starting, conducting and completing clinical trials of a product candidate; Dar 's ability
to design and conduct successful clinical trials, to enroll a sufficient number of patients, to meet established clinical endpoints,
to avoid undesirable side effects and other safety concerns, and to demonstrate sufficient safety and efficacy of its product candidates;
Dar 's dependence on third parties to conduct clinical trials and manufacture and supply clinical trial material and commercial
product; Dar 's ability to raise additional capital when and as needed to advance its product candidates, execute its business
strategy and continue as a going concern; the risks that Dar 's license agreements with Organon and Bayer may not become
fully effective, may be terminated early and, if they become effective, that payments to Dar under the agreement may not occur
or may be significantly less than the anticipated or potential amounts; the loss of, or inability to attract, key personnel; the effects
of the COVID-19 pandemic, macroeconomic conditions and geopolitical events on Dar 's operations, financial results and condition,
and ability to achieve current plans and objectives, including the potential impact of the pandemic on Dar 's ability to
commence, timely enroll, conduct and report results of its clinical trials and on the ability of third parties on which Dar relies
to assist in the conduct of its business to fulfill their contractual obligations to Dar ; the risk that positive findings in
early clinical and/or nonclinical studies of a product candidate may not be predictive of success in subsequent clinical and/or nonclinical
studies of that candidate; the risk that developments by competitors make Dar 's product or product candidates less competitive
or obsolete; failure to timely establish or maintain third-party partnerships or collaborations to develop and/or commercialize Dar 's
product candidates, if approved; failure of Dar 's product or product candidates, if approved, to gain market acceptance
or obtain adequate coverage or reimbursement from third-party payers; Dar 's ability to retain its licensed rights to develop
and commercialize a product or product candidate; Dar 's ability to satisfy the monetary obligations and other requirements
in connection with its exclusive, in-license agreements covering the critical patents and related intellectual property related to its
product and product candidates; Dar 's ability to adequately protect or enforce its, or its licensor's, intellectual
property rights; the lack of patent protection for the active ingredients in certain of Dar 's product candidates which