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Daré Bioscience (NASDAQ: DARE) completes Regulation A preferred unit sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Daré Bioscience, Inc. completed multiple closings of its ongoing Regulation A unit offering. The company issued 195,010 Investor Units, each priced at $5.00 and consisting of one share of Series A Convertible Preferred Stock and two Investor Warrants to purchase common stock.

The completed closings on May 1, 4, 5 and 6, 2026 resulted in 195,010 shares of Series A Preferred Stock and Investor Warrants to purchase up to 390,020 shares of common stock. The offering is being conducted under an offering statement on Form 1-A qualified by the SEC on April 1, 2026.

Positive

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Negative

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Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Maximum Regulation A units offered 4,854,000 units Regulation A offering capacity
Investor Unit price $5.00 per unit Offering price for each Investor Unit
Investor Units issued 195,010 units Units sold in completed closings
Series A Preferred shares issued 195,010 shares Shares of Series A Convertible Preferred Stock issued
Common shares underlying warrants 390,020 shares Maximum common shares purchasable via Investor Warrants
Form 1-A file number 024-12688 Offering statement supporting Regulation A offering
SEC qualification date April 1, 2026 Most recent qualification of Form 1-A
Regulation A offering regulatory
"completed closings of its previously announced Regulation A offering of up to 4,854,000 units"
A Regulation A offering is a way for smaller companies to sell shares to the public without going through a full, traditional stock market listing. Think of it as a scaled-down public sale that gives everyday investors earlier access to private companies while generally requiring less paperwork and oversight than a full IPO—so it can offer growth opportunities but also carries higher risk and potentially less disclosure than fully regulated public stocks.
Series A Convertible Preferred Stock financial
"each consisting of one share of Series A Convertible Preferred Stock (the “Series A Preferred Stock”)"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Investor Warrants financial
"and two warrants, each to purchase one share of our common stock (“Investor Warrants”)"
offering statement on Form 1-A regulatory
"pursuant to our offering statement on Form 1-A (File No. 024-12688), as amended"
offering circular supplement regulatory
"the offering circular dated January 6, 2026, and the offering circular supplement dated March 26, 2026"
Understanding 8-K Material Events →
0001401914FALSE00014019142026-04-132026-04-13

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): May 1, 2026
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 classTrading Symbol(s)Name of each exchange on which registered
Common stockDARENasdaq 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 3.02Unregistered Sales of Equity Securities.
Daré Bioscience, Inc. (“Daré” “we,” “us,” or “our”) completed closings 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”). The closings occurred on each of May 1, 4, 5 and 6, 2026. In connection therewith, we issued an aggregate of 195,010 Investor Units consisting of 195,010 shares of Series A Preferred Stock and Investor Warrants to purchase up to 390,020 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 most recently qualified by the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2026, and the offering circular dated January 6, 2026, and the offering circular supplement dated March 26, 2026, which form 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: May 7, 2026  By: /s/ Sabrina Martucci Johnson
  Name: Sabrina Martucci Johnson
  Title: President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Daré Bioscience (DARE) announce in its latest 8-K?

Daré Bioscience reported completing closings of its Regulation A offering, issuing 195,010 Investor Units. Each unit includes one share of Series A Convertible Preferred Stock and two Investor Warrants, advancing its previously qualified capital-raising program under an SEC-qualified Form 1-A offering statement.

How many units did Daré Bioscience (DARE) issue and at what price?

Daré Bioscience issued 195,010 Investor Units at an offering price of $5.00 per unit. Each unit consists of one share of Series A Convertible Preferred Stock and two Investor Warrants, providing potential future access to up to two common shares per unit through warrant exercise.

What securities are included in Daré Bioscience (DARE) Investor Units?

Each Daré Bioscience Investor Unit contains one share of Series A Convertible Preferred Stock and two Investor Warrants. Each Investor Warrant allows the holder to purchase one share of common stock, meaning each unit links to two potential common shares through its warrants, subject to warrant terms.

How many common shares are tied to the Investor Warrants issued by Daré Bioscience?

The completed closings resulted in Investor Warrants to purchase up to 390,020 shares of Daré Bioscience common stock. These warrants were issued together with 195,010 shares of Series A Convertible Preferred Stock as part of 195,010 Investor Units sold in the Regulation A offering.

Under what regulatory framework is Daré Bioscience (DARE) conducting this offering?

Daré Bioscience is conducting the Investor Unit offering under a Regulation A program supported by an offering statement on Form 1-A. This statement, file number 024-12688, was most recently qualified by the SEC on April 1, 2026, with related offering circulars dated January 6 and March 26, 2026.

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