BTOC: Tong Wu Discloses 8.2 % Passive Stake in Armlogi Holding

Q: How many Armlogi (BTOC) shares does Tong Wu own?

He owns 3,460,000 common shares.

Q: What percentage of Armlogi鈥檚 outstanding stock does this represent?

The stake equals 8.2 % of the 42.25 million shares outstanding.

Q: Is Tong Wu acting as an activist investor?

No. The filing is on Schedule 13G , indicating a passive investment with no activist intentions disclosed.

Q: Does Tong Wu share voting or dispositive power with others?

No. He has sole voting and dispositive power over all reported shares.

Q: When did the ownership level that triggered this filing occur?

The reportable event date is 30 June 2025 , with the filing signed on 09 July 2025.

[8-K] Dare Bioscience, Inc. Reports Material Event

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Schedule 13G Filing Overview: Tong Wu has filed a Schedule 13G indicating passive beneficial ownership of Armlogi Holding Corp. (CUSIP 042255109) common stock.

Shares held: 3,460,000
Ownership percentage: 8.2 % of the 42,250,934 shares outstanding as of 30 June 2025
Voting & dispositive power: Sole power over all reported shares; no shared power
Filing type: Rule 13d-1(c) passive investor report (Schedule 13G)
Event date: 30 June 2025鈥�Signature date: 09 July 2025

This filing signals that Mr. Wu has crossed the 5 % threshold and now ranks among the company鈥檚 largest shareholders. No additional transactions, purchase prices, or strategic intentions are disclosed, and the filer certifies the information as true and complete.

Positive

Increased institutional-style stake may signal investor confidence and could enhance share-price stability through committed ownership.

Negative

Ownership concentration gives a single investor significant voting influence, which could sway outcomes if future intent changes.

Insights

TL;DR: Passive 8.2 % stake adds notable shareholder but reveals no strategic plans鈥攎arket impact likely modest.

The 13G shows Tong Wu controls 3.46 million shares, giving him a meaningful minority stake. Because it is a 13G (not 13D), he certifies no activist intent, suggesting a passive investment. The stake鈥檚 size could improve float stability and signal confidence in BTOC, yet without transaction data we cannot assess entry price or profitability. Overall, the filing is informational rather than transformative and should be viewed as neutral for valuation in the near term.

TL;DR: New 8.2 % holder may influence governance voting; passive status limits immediate control risk.

An individual investor now owns over 8 % of outstanding shares with sole voting rights, potentially affecting shareholder meetings where attendance is low. However, by choosing Schedule 13G, Mr. Wu affirms no intent to direct company policy, merge, or seek board seats. Governance risk remains limited unless the filing is later amended to 13D. Investors should monitor future filings for shifts in intent or additional accumulation.

07/09/2025 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 2025

Dare Bioscience, Inc.

DARÉ BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36395

20-4139823

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3655 Nobel Drive, Suite 260

San Diego, CA 92122

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (858) 926-7655

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		DARE		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported in Item 5.07 below, at the 2025 annual meeting of stockholders of Daré Bioscience, Inc. (“Daré,” “we,” “us,” or “our”) (the “Meeting”), our stockholders approved an amendment to the Daré Bioscience, Inc. 2022 Stock Incentive Plan (the “2022 Plan Amendment”) to increase the number of shares available for issuance thereunder by 600,000. Our board of directors previously approved the 2022 Plan Amendment, subject to and effective upon approval of the 2022 Plan Amendment by our stockholders. A brief description of the terms and conditions of the 2022 Plan Amendment is in the section entitled “Proposal 4 – To Approve an Amendment to the Company’s 2022 Stock Incentive Plan” of the definitive proxy statement for the Meeting filed with the U.S. Securities and Exchange Commission on April 24, 2025 (the “Proxy Statement”), which description is incorporated herein by reference. A copy of the 2022 Plan Amendment is filed as an exhibit to this report and incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On July 9, 2025, Daré reconvened the Meeting, which was originally convened on June 12, 2025 and adjourned without any business conducted due to lack of quorum. At the Meeting, four proposals were voted upon by our stockholders. The proposals are described in detail in the Proxy Statement. Below is a brief description of, and the final results of the votes for, each proposal.

Proposal 1: Each of the director nominees identified in the table below was elected as a Class II director to hold office until our 2028 annual meeting of stockholders, and until their respective successor is duly elected and qualified, by the votes set forth below.

Nominee	Votes For		Votes Withheld		Broker Non-Votes
Gregory W. Matz, CPA		2,466,530		182,533		2,023,681
William H. Rastetter, Ph.D.		2,500,495		148,568		2,023,681
Robin J. Steele, J.D., L.L.M.		2,516,771		132,292		2,023,681

Proposal 2: Our stockholders ratified the appointment of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 by the votes set forth below.

Votes For				Votes Against				Abstentions				Broker Non-Votes
	4,522,791				106,137				43,817				—

Proposal 3: Our stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement by the votes set forth below.

Votes For				Votes Against				Abstentions				Broker Non-Votes
	2,380,644				243,271				25,145				2,023,681

Proposal 4: Our stockholders approved the 2022 Plan Amendment by the votes set forth below.

Votes For				Votes Against				Abstentions				Broker Non-Votes
	2,283,634				353,257				12,172				2,023,681

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to Daré Bioscience, Inc. 2022 Stock Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DARÉ BIOSCIENCE, INC.

Dated: July 9, 2025	By:	/s/ Sabrina Martucci Johnson
	Name:	Sabrina Martucci Johnson
	Title:	President and Chief Executive Officer

-3-

Source:

FAQ

How many Armlogi (BTOC) shares does Tong Wu own?

He owns 3,460,000 common shares.

What percentage of Armlogi鈥檚 outstanding stock does this represent?

The stake equals 8.2 % of the 42.25 million shares outstanding.

Is Tong Wu acting as an activist investor?

No. The filing is on Schedule 13G, indicating a passive investment with no activist intentions disclosed.

Does Tong Wu share voting or dispositive power with others?

No. He has sole voting and dispositive power over all reported shares.

When did the ownership level that triggered this filing occur?

The reportable event date is 30 June 2025, with the filing signed on 09 July 2025.

AG真人官方

[8-K] Dare Bioscience, Inc. Reports Material Event

Insights

FAQ

How many Armlogi (BTOC) shares does Tong Wu own?

What percentage of Armlogi鈥檚 outstanding stock does this represent?

Is Tong Wu acting as an activist investor?

Does Tong Wu share voting or dispositive power with others?

When did the ownership level that triggered this filing occur?

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[8-K] Dare Bioscience, Inc. Reports Material Event

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Securities Analyst neutral

Corporate Governance Expert neutral

FAQ

How many Armlogi (BTOC) shares does Tong Wu own?

What percentage of Armlogi鈥檚 outstanding stock does this represent?

Is Tong Wu acting as an activist investor?

Does Tong Wu share voting or dispositive power with others?

When did the ownership level that triggered this filing occur?

NASDAQ:DARE

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