L1 Capital caps Dare Bioscience (DARE) stake at 9.99%

Rhea-AI Filing Summary

Dare Bioscience, Inc. (DARE) reports that L1 Capital Global Opportunities Master Fund, Ltd. has filed a Schedule 13G as a beneficial owner of its common stock. L1 Capital reports beneficial ownership of 2,028,885 Dare common shares (including warrant-linked shares), representing 9.99% of the common stock class.

The position consists of 1,094,890 shares of common stock and 933,995 Series A Warrants, all subject to a 9.99% beneficial ownership limitation. Additional 160,895 Series A Warrants and 1,094,890 Series B Warrants are not counted due to this limitation. The reported ownership percentage is based on 19,375,189 shares of Dare common stock outstanding, which gives no effect to any exercise of Pre-Funded Warrants. L1 Capital has sole voting and dispositive power over the 2,028,885 shares.

Key Figures

Beneficially owned shares: 2,028,885 shares Percent of class: 9.99% Common Stock held: 1,094,890 shares +5 more

8 metrics

Beneficially owned shares 2,028,885 shares Shares beneficially owned by L1 Capital Global Opportunities Master Fund, Ltd.

Percent of class 9.99% Ownership percentage of Dare Bioscience common stock reported by L1 Capital

Common Stock held 1,094,890 shares Portion of L1 Capital’s beneficial ownership that is common stock

Series A Warrants counted 933,995 Series A Warrants Warrants included in beneficial ownership, subject to 9.99% limitation

Additional Series A Warrants excluded 160,895 Series A Warrants Not included due to 9.99% beneficial ownership limitation

Series B Warrants excluded 1,094,890 Series B Warrants Not included due to 9.99% beneficial ownership limitation

Shares outstanding 19,375,189 shares Dare Bioscience common shares outstanding used to calculate 9.99% ownership

Sole voting and dispositive power 2,028,885 shares Shares over which L1 Capital has sole voting and dispositive power

Key Terms

beneficially own, beneficial ownership limitation, Series A Warrants, Series B Warrants, +2 more

6 terms

beneficially own regulatory

"may be deemed to beneficially own (as that term is defined in Rule 13d-3 )"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

beneficial ownership limitation regulatory

"933,995 Series A Warrants, subject to a 9.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Series A Warrants financial

"1,094,890 shares of Common Stock and 933,995 Series A Warrants"

Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.

Series B Warrants financial

"160,895 Series A Warrants and 1,094,890 Series B Warrants"

Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.

Pre-Funded Warrants financial

"The numbers of shares outstanding gives no effect to any exercise of Pre-Funded Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Schedule 13G regulatory

"The percentage set forth on Row (11) of the cover page for the Reporting Person"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What percentage of Dare Bioscience (DARE) does L1 Capital Global Opportunities Master Fund own?

L1 Capital Global Opportunities Master Fund reports beneficial ownership of 9.99% of Dare Bioscience’s common stock, based on 19,375,189 shares outstanding. This percentage reflects a beneficial ownership limitation that caps its ownership at 9.99% of the class.

How many Dare Bioscience (DARE) shares does L1 Capital report as beneficially owned?

L1 Capital reports beneficial ownership of 2,028,885 Dare Bioscience common shares, including 1,094,890 common shares and shares underlying 933,995 Series A Warrants, all subject to a 9.99% beneficial ownership limitation.

What warrant holdings in Dare Bioscience (DARE) does L1 Capital have under the Schedule 13G?

L1 Capital’s reported 2,028,885 beneficially owned shares include 933,995 Series A Warrants. It also holds an additional 160,895 Series A Warrants and 1,094,890 Series B Warrants that are not counted due to the 9.99% beneficial ownership limitation.

What is the beneficial ownership limitation applicable to L1 Capital’s DARE holdings?

The filing states that L1 Capital’s Series A and Series B Warrants are subject to a 9.99% beneficial ownership limitation. This cap prevents warrant exercises that would cause its beneficial ownership of Dare Bioscience common stock to exceed 9.99% of the outstanding shares.

How many Dare Bioscience (DARE) shares are outstanding for calculating L1 Capital’s 13G stake?

The reported 9.99% ownership by L1 Capital is calculated using 19,375,189 Dare Bioscience common shares outstanding, as disclosed in a Prospectus under Rule 424(b)(5) and a Form 8-K. This share count gives no effect to any exercise of Pre-Funded Warrants.

Does L1 Capital have sole or shared voting and dispositive power over its DARE position?

L1 Capital reports 2,028,885 shares with sole voting power and sole dispositive power, and 0 shares with shared voting or dispositive power. This means it alone can vote and dispose of the reported securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/24/2026 - 04:10 PM Accepted by SEC EDGAR 08/24/2026 - 04:10 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Dare Biosciences, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

23666P200

(CUSIP Number)

08/17/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 23666P200

1

Names of Reporting Persons

L1 Capital Global Opportunities Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,028,885.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,028,885.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,028,885.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Dare Biosciences, Inc.
(b)	Address of issuer's principal executive offices: 3655 Nobel Drive, Suite 260, San Diego, CA 92122
Item 2.
(a)	Name of person filing: L1 Capital Global Opportunities Master Fund, Ltd.
(b)	Address or principal business office or, if none, residence: 3rd Floor, Citrus Grove Building, 106 Goring Ave. George Town PO Box 10085 Grand Cayman, Cayman Islands KY1-1001
(c)	Citizenship: Cayman Islands
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP Number(s): 23666P200
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,028,885 The amounts in Row (5), (7) and (9) represent 1,094,890 shares of Common Stock and 933,995 Series A Warrants, subject to a 9.99% beneficial ownership limitation. The amounts do not include 160,895 Series A Warrants and 1,094,890 Series B Warrants, each of which is subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 19,375,189 shares of Common Stock outstanding, based on the Issuer's Prospectus under Rule 424(b)(5) and a Current Report on Form 8-K, each filed with the Securities and Exchange Commission on August 17, 2026. The numbers of shares outstanding gives no effect to any exercise of Pre-Funded Warrants. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,028,885
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2,028,885
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

L1 Capital Global Opportunities Master Fund, Ltd.

Signature:	/s/ David Feldman
Name/Title:	David Feldman, Director
Date:	08/24/2026