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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 16, 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 16, 2026, Daré Bioscience, Inc. (“Daré” “we,” “us,” or “our”) completed
a closing of our 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 43,050
Investor Units consisting of 43,050 shares of Series A Preferred Stock and Investor Warrants to purchase up to 86,100 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 (the “SEC”) on January 5, 2026, and the offering circular, dated
January 6, 2026, which forms a part thereof. Additional information regarding the Offering and the terms of conversion and exercise of
the Series A Preferred Stock and Investor warrants was previously reported in our Current Report on Form 8-K filed with the SEC on January
29, 2026, and is incorporated herein by reference.
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 17, 2026 |
By: |
/s/
Sabrina Martucci Johnson |
| |
Name: |
Sabrina
Martucci Johnson |
| |
Title: |
President
and Chief Executive Officer |
