Dare Bioscience Announces $6.0 Million Registered Direct Offering

What happened

Dare Bioscience, Inc., a San Diego-based pharmaceutical company, announced it has entered into a securities purchase agreement with institutional investors to sell common stock and warrants. The offering is expected to raise approximately $6.0 million in gross proceeds before expenses.

The company will sell 4,085,687 shares of common stock at $1.37 per share, along with pre-funded warrants to purchase up to 293,894 shares at an exercise price of $0.0001 per share. Investors will also receive Series A and Series B warrants to purchase up to 4,379,581 shares each, with an exercise price of $1.37 per share.

The closing is expected to occur on or about August 17, 2026, subject to customary closing conditions. The company said it intends to use the proceeds for working capital and general corporate purposes, including support for its 503B compounding and consumer health business strategies, research and development, and general administrative costs.

The filing

The company filed a Form 8-K with the SEC on August 17, 2026, to disclose the agreement. The filing includes items 1.01 (entry into a material definitive agreement), 3.02 (unregistered sales of equity securities), 8.01 (other events), and 9.01 (exhibits).

The shares and pre-funded warrants are being sold under an existing shelf registration statement (Form S-3) declared effective in May 2024. The common warrants and the shares issuable upon their exercise are being offered under an exemption from registration (Section 4(a)(2) of the Securities Act and Rule 506(b)).

The company also entered into a placement agency agreement with Ladenburg Thalmann & Co. Inc., which will act as exclusive placement agent. The placement agent will receive a fee of 7.0% of gross proceeds from shares and pre-funded warrants sold, plus reimbursement of up to $105,000 in expenses, and warrants to purchase shares equal to 4.0% of the shares and pre-funded warrants sold.

What this means

This is a capital raise, a common way for a development-stage pharmaceutical company to fund operations. The company is selling new shares and warrants to investors immediately, rather than borrowing or waiting for product revenue.

A 'pre-funded warrant' is a type of warrant that is exercisable immediately at a nominal price (here, $0.0001) and effectively acts like buying the stock upfront, but with a structure that can bypass certain ownership limits. The common warrants have an exercise price of $1.37, meaning holders can buy shares at that price later, but exercise is subject to shareholder approval required by Nasdaq rules.

The company's stock fell 5.16% on August 17 to close at $0.7682, likely reflecting dilution from the new shares and warrants. The filing itself does not explain the price move, and the company has not provided a reason.

The reference to '503B compounding' means the company plans to use funds to support its production of compounded drugs at facilities registered under Section 503B of the Federal Food, Drug, and Cosmetic Act, which allows outsourcing facilities to produce drugs without patient-specific prescriptions.