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  4. [D] Dare Bioscience, Inc. SEC Filing

Dare Bioscience (NASDAQ: DARE) sets up $12.4M in potential warrant cash

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

Dare Bioscience, Inc. (DARE) filed a Form D for a new exempt securities offering under Regulation D, Rule 506(b). The total offering amount is $12,375,054, which reflects potential cash proceeds if all warrants are exercised.

The offering covers warrants and the common stock issuable upon exercise, consisting of 8,759,162 shares at an exercise price of $1.37 per share and 175,183 shares at $2.1235 per share. As of this notice, no warrants have been exercised. Ladenburg Thalmann & Co. Inc. is listed for sales compensation, and reported finders’ fees are $0.

Positive

  • None.

Negative

  • None.

Filing Explained

The Form D records a first sale on 2026-08-17 and $12,375,054 sold with $0 remaining, but the filing says this amount reflects proceeds only if all warrants are exercised; none had been exercised, so it does not establish common shares issued or exercise proceeds received.

Total Offering Amount $12,375,054 USD Total offering amount reflecting potential proceeds if all warrants are exercised for cash
Warrants Exercise Price Tranche 1 $1.37 per share Exercise price for 8,759,162 shares of common stock underlying warrants
Shares Underlying Warrants Tranche 1 8,759,162 shares Common stock issuable upon exercise of warrants at $1.37 per share
Warrants Exercise Price Tranche 2 $2.1235 per share Exercise price for 175,183 shares of common stock underlying warrants
Shares Underlying Warrants Tranche 2 175,183 shares Common stock issuable upon exercise of warrants at $2.1235 per share
Regulatory Exemption Rule 506(b) Federal exemption claimed under Regulation D for this offering
Total Remaining to be Sold $0 USD Reported remaining amount in the Form D offering field
Date of First Sale 2026-08-17 Date on which the first sale related to the offering occurred
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
Regulation D regulatory
"if the issuer is claiming a Regulation D exemption for the offering"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities""
Investment Company Act of 1940 regulatory
"Is the issuer registered as an investment company under the Investment Company Act of 1940?"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
warrants financial
"proceeds if all warrants, consisting of 8,759,162 and 175,183 shares of common stock"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

FAQ

What is Dare Bioscience, Inc. (DARE) raising under this Form D notice?
Dare Bioscience, Inc. is conducting an exempt offering under Regulation D, Rule 506(b) with a total offering amount of $12,375,054. This amount represents potential cash proceeds if all issued warrants are fully exercised for common stock.

What types of securities are offered in Dare Bioscience’s (DARE) Form D filing?
The offering consists of warrants and the common stock issuable upon their exercise. Specifically, there are warrants for 8,759,162 shares at $1.37 per share and 175,183 shares at $2.1235 per share, all exercisable for cash.

How much could Dare Bioscience (DARE) receive if all warrants are exercised?
If all warrants in the offering are exercised for cash, Dare Bioscience could receive $12,375,054 in gross proceeds. This figure is described as the total offering amount and assumes full cash exercise of all covered warrants.

Have any warrants in the Dare Bioscience (DARE) Form D offering been exercised yet?
No. The company states that no warrants have been exercised as of the time of the notice. The disclosed total offering amount therefore represents potential proceeds assuming full future cash exercises.

Who is listed for sales compensation in the Dare Bioscience (DARE) Form D filing?
The filing lists Ladenburg Thalmann & Co. Inc. in the sales compensation section. Reported finders’ fees are $0, and no specific dollar amount of sales commissions is disclosed in the information provided.

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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001401914
Cerulean Pharma Inc.
Tempo Pharmaceuticals Inc
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Dare Bioscience, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Dare Bioscience, Inc.
Street Address 1 Street Address 2
3655 NOBEL DRIVE SUITE 260
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SAN DIEGO CALIFORNIA 92122 858-926-7655

3. Related Persons

Last Name First Name Middle Name
Johnson Sabrina Martucci
Street Address 1 Street Address 2
3655 Nobel Drive Suite 260
City State/Province/Country ZIP/PostalCode
San Diego CALIFORNIA 92122
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President and Chief Executive Officer
Last Name First Name Middle Name
Haring-Layton MarDee
Street Address 1 Street Address 2
3655 Nobel Drive Suite 260
City State/Province/Country ZIP/PostalCode
San Diego CALIFORNIA 92122
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Accounting Officer
Last Name First Name Middle Name
Rastetter William H.
Street Address 1 Street Address 2
3655 Nobel Drive Suite 260
City State/Province/Country ZIP/PostalCode
San Diego CALIFORNIA 92122
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Grossman Jessica D.
Street Address 1 Street Address 2
3655 Nobel Drive Suite 260
City State/Province/Country ZIP/PostalCode
San Diego CALIFORNIA 92122
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Kelley Susan L.
Street Address 1 Street Address 2
3655 Nobel Drive Suite 260
City State/Province/Country ZIP/PostalCode
San Diego CALIFORNIA 92122
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Matz Gregory W.
Street Address 1 Street Address 2
3655 Nobel Drive Suite 260
City State/Province/Country ZIP/PostalCode
San Diego CALIFORNIA 92122
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Steele Robin J.
Street Address 1 Street Address 2
3655 Nobel Drive Suite 260
City State/Province/Country ZIP/PostalCode
San Diego CALIFORNIA 92122
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
X Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-08-17 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number None
Ladenburg Thalmann & Co. Inc. 000000505
(Associated) Broker or Dealer None
(Associated) Broker or Dealer CRD Number None
Ladenburg Thalmann & Co. Inc. 000000505
Street Address 1 Street Address 2
640 Fifth Avenue, 4th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10019
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 X All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $12,375,054 USD
or Indefinite
Total Amount Sold $12,375,054 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

The total offering amount reflects proceeds if all warrants, consisting of 8,759,162 and 175,183 shares of common stock exercisable at $1.37 and $2.1235 per share, respectively, are exercised for cash. No warrants have been exercised as of this filing.

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
12

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Dare Bioscience, Inc. /s/ MarDee Haring-Layton MarDee Haring-Layton Chief Accounting Officer 2026-08-19

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR