Daré Bioscience (NASDAQ: DARE) advances Regulation A unit offering

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Daré Bioscience, Inc. reported completing the second closing of its ongoing Regulation A equity offering. The program allows sales of up to 4,854,000 Investor Units, each priced at $5.00 and made up of one share of Series A Convertible Preferred Stock and two common stock warrants.

In this second closing on March 6, 2026, Daré issued 17,500 Investor Units, consisting of 17,500 shares of Series A Preferred Stock and Investor Warrants to purchase up to 35,000 shares of common stock. The offering is made under a Form 1-A offering statement qualified on January 5, 2026.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

03/09/2026 - 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): March 6, 2026

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 3.02 Unregistered Sales of Equity Securities.

On March 6, 2026, Daré Bioscience, Inc. (“Daré” “we,” “us,” or “our”) completed the second closing of its previously announced Regulation A offering of up to 4,854,000 units (each, an “Investor Unit” and collectively the “Investor Units”), each consisting of one share of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and two warrants, each to purchase one share of our common stock (“Investor Warrants”), with each Investor Unit being offered at an offering price of $5.00 (the “Offering”). In connection therewith, we issued an aggregate of 17,500 Investor Units consisting of 17,500 shares of Series A Preferred Stock and Investor Warrants to purchase up to 35,000 shares of our common stock.

The offering of the Investor Units is being conducted pursuant to our offering statement on Form 1-A (File No. 024-12688), as amended, which was qualified by the U.S. Securities and Exchange Commission on January 5, 2026, and the offering circular, dated January 6, 2026, which forms a part thereof.

-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: March 9, 2026	By:	/s/ Sabrina Martucci Johnson
	Name:	Sabrina Martucci Johnson
	Title:	President and Chief Executive Officer

-3-

Source: View Original Filing on SEC EDGAR

FAQ

What did Daré Bioscience (DARE) announce in this 8-K filing?

Daré Bioscience announced completion of the second closing of its Regulation A equity offering. The company issued 17,500 Investor Units, each including one share of Series A Convertible Preferred Stock and two warrants to buy common stock, as part of a larger offering of up to 4,854,000 units.

How many securities did Daré Bioscience issue in the second Regulation A closing?

Daré Bioscience issued 17,500 Investor Units in the second closing. These units include 17,500 shares of Series A Convertible Preferred Stock and Investor Warrants to purchase up to 35,000 shares of common stock, expanding the potential future common share base through warrant exercises.

What are the terms of Daré Bioscience’s Investor Units in this Regulation A offering?

Each Investor Unit in Daré Bioscience’s Regulation A offering is priced at $5.00. Every unit consists of one share of Series A Convertible Preferred Stock and two Investor Warrants, with each warrant exercisable for one share of common stock, providing equity plus potential future common share participation.

What is the total size of Daré Bioscience’s Regulation A Investor Unit offering?

Daré Bioscience’s Regulation A program covers up to 4,854,000 Investor Units. Each unit includes one share of Series A Convertible Preferred Stock and two common stock warrants. The second closing’s 17,500 units form only a portion of this larger authorized offering capacity under the qualified Form 1-A.

Under what regulatory framework is Daré Bioscience conducting this offering?

Daré Bioscience is conducting the offering under Regulation A using an offering statement on Form 1-A. File No. 024-12688 was qualified by the U.S. Securities and Exchange Commission on January 5, 2026, with an offering circular dated January 6, 2026 forming part of that statement.

Filing Exhibits & Attachments

3 documents