Daré Bioscience (Nasdaq: DARE) has secured a capital infusion through a definitive securities purchase agreement with institutional investors. The agreement outlines a registered direct offering of 4,379,581 shares of common stock, or pre-funded warrants in lieu thereof, at a price of $1.37 per share (or $1.3699 per pre-funded warrant). This “at-the-market” offering, conducted under Nasdaq rules, is anticipated to generate gross proceeds of $6.0 million before accounting for fees and expenses.
In a parallel private placement, investors will receive Series A and Series B warrants, each granting the right to purchase up to 4,379,581 shares of common stock at an exercise price of $1.37 per share. A crucial condition for the exercise of both warrant series is the attainment of required stockholder approval, as stipulated by Nasdaq regulations. The Series A warrants will carry a five-year term from their initial exercise date, while the Series B warrants will have a two-year term. The anticipated closing date for both the registered direct offering and the concurrent private placement is on or around August 17, 2026, contingent upon the fulfillment of customary closing conditions. Ladenburg Thalmann & Co. Inc. is serving as the exclusive placement agent for these transactions.
Positive
- $6.0 million expected gross proceeds from the registered direct offering before fees and expenses.
- Equity financing terms are fixed at $1.37 per share or $1.3699 per pre-funded warrant, providing price certainty for the initial share issuance.
- Potential for substantial additional capital through Series A and B warrants, covering up to an aggregate of 8,759,162 shares, offering future growth financing opportunities.
Negative
- The issuance of 4,379,581 shares (or pre-funded warrants) coupled with the potential exercise of up to 8,759,162 warrant shares inherently increases potential shareholder dilution.
- The exercise of Series A and B warrants is contingent on obtaining required stockholder approval under Nasdaq rules, introducing a procedural hurdle and potential delay to future capital realization.
The pending financing, if completed, injects necessary capital into Daré Bioscience. However, the future exercise of warrants hinges on shareholder approval, which could introduce significant dilution beyond the initial share issuance.
Daré Bioscience has formalized agreements for a registered direct offering and a concurrent warrant placement, both subject to an expected closing date of August 17, 2026. Should these transactions finalize, the immediate issuance of shares will dilute the percentage ownership of existing shareholders. Furthermore, the potential exercise of warrants could lead to further dilution, impacting shareholder value over time.
The registered direct offering represents a negotiated sale of equity to a select group of institutional investors. Concurrently, the private placement involves the issuance of warrants. Pre-funded warrants offer investors immediate equity exposure with a nominal exercise price, facilitating immediate participation. In contrast, the Series A and Series B warrants are subject to shareholder approval before they can be exercised, adding a layer of contingency to their potential dilutionary impact.
The projected gross proceeds of $6.0 million represent approximately 97.8 days of the company’s last reported operating cash outflow. As of March 31, 2026, Daré Bioscience held $18,519,784 in cash and cash equivalents, sufficient to cover 301.9 days of operations on a similar basis. This financing is critical for bridging potential cash flow gaps between R&D milestones and future revenue generation.
Key upcoming milestones include the anticipated closing of the financing on or about August 17, 2026, and the necessary stockholder approval for warrant exercises. Investors should note that placement agent fees and other offering expenses will reduce the net proceeds realized by the company from the stated gross amount.
Sources and calculations
- Offering gross vs quarterly operating cash outflow, in days of cash use $6,000,000 / ($5,520,644 / 90) = [object Object]
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $18,519,784 / ($5,520,644 / 90) = [object Object]
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$1.43
Last Price
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Market Cap
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Rel. Volume
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Gross Proceeds
$6.0 million
Registered direct offering, before fees and expenses
Common Shares
4,379,581 shares
Shares offered or pre-funded warrants in lieu thereof
Offering Price
$1.37 per share
At-the-market pricing under Nasdaq rules
Pre-funded Warrant Exercise Price
$0.0001 per share
Exercisable upon issuance
Series A Warrants
4,379,581 shares
Aggregate shares underlying concurrent private-placement warrants
Series B Warrants
4,379,581 shares
Aggregate shares underlying concurrent private-placement warrants
Series A Warrant Term
five years
From the initial exercise date
Series B Warrant Term
two years
From the initial exercise date
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 06 | earnings call scheduling | Neutral | -0.8% |
Company scheduled a second-quarter results and corporate update conference call. |
| Jul 28 | strategic partnership | Positive | -10.2% |
Collaboration expanded access options for DARE to PLAY and menopause care. |
| Jul 20 | commercial strategy update | Positive | -31.6% |
Virtual bus tour presented commercial strategy, growth opportunities, and portfolio discussions. |
| Jul 09 | investor event | Neutral | +2.0% |
Chief executive officer announced participation in a virtual investor closing bell event. |
| Jul 01 | product launch | Positive | +0.0% |
Flora Sync LF5 became available through the company’s direct-to-consumer platform. |
Recent positive corporate and product announcements were followed by negative or flat reactions in the available record, suggesting a potential investor skepticism towards forward-looking company statements.
registered direct offering
financial
“purchase and sale of 4,379,581 shares of the Company’s common stock”
A registered direct offering is a capital-raising mechanism where a company sells new shares of its stock directly to specific institutional investors. This process, overseen by regulatory bodies, allows for rapid fundraising without the complexities of a public auction. It offers companies immediate access to capital and investors the opportunity to acquire shares at a pre-determined price, often providing strategic advantages for both parties in terms of speed and certainty.
at-the-market
financial
“at a price of $1.37 per share of common stock”
“At-the-market” offerings allow companies to gradually sell shares into the public market over time, as opposed to a single large transaction. This approach provides companies with flexible and controlled access to capital, minimizing potential negative impacts on stock price due to sudden supply increases. It’s akin to a controlled drip feed of new equity, offering continuous funding opportunities.
pre-funded warrants
financial
“or pre-funded warrants to purchase shares of common stock in lieu thereof”
Pre-funded warrants are derivative instruments that permit investors to purchase a company’s stock at a predetermined price, with the majority of the purchase price paid upfront. They function as a form of deferred equity purchase, enabling investors to secure a future stock price while potentially deferring capital outlay until a later date. This provides flexibility and price certainty, particularly attractive in volatile market conditions.
form s-3
regulatory
“being offered pursuant to a shelf registration statement on Form S-3”
Form S-3 is a simplified registration statement filed with the SEC that allows established public companies to efficiently register securities for future sale. It streamlines the process for offering additional equity or debt, granting companies greater agility in responding to market opportunities or capital needs without requiring a new, lengthy registration for each issuance.
regulation d
regulatory
“and Regulation D promulgated thereunder”
Regulation D provides exemptions from the full registration requirements of the Securities Act of 1933, allowing companies to raise capital through private placements to accredited investors. This regulatory framework enables companies to bypass the lengthy and costly public offering process, facilitating quicker access to funding from a targeted investor base.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Daré Bioscience Secures $6 Million in Equity Financing Amidst Strategic Pipeline Advancement
SAN DIEGO, Aug. 14, 2026 – Daré Bioscience, Inc. (Nasdaq: DARE), a biopharmaceutical company dedicated to developing and commercializing solutions for women’s health, today announced it has finalized a securities purchase agreement with institutional investors to raise approximately $6.0 million in gross proceeds before fees and expenses. This capital infusion is structured as a registered direct offering and a concurrent private placement of warrants.
The registered direct offering involves the sale of 4,379,581 shares of common stock, or pre-funded warrants exercisable upon issuance at a nominal price of $0.0001, at a price of $1.37 per share or $1.3699 per pre-funded warrant. This pricing aligns with current market valuations, reflecting an “at-the-market” offering under Nasdaq rules, thereby minimizing immediate price disruption.
In conjunction with the equity offering, Daré Bioscience will issue Series A and Series B warrants. Each warrant series allows investors to purchase up to an aggregate of 4,379,581 shares of common stock at an exercise price of $1.37 per share. A critical condition for the exercise of these warrants is the attainment of necessary stockholder approval, a standard requirement under Nasdaq listing rules designed to protect existing shareholders from excessive dilution.
The Series A warrants will have a term of five years from their initial exercise date, providing a long-term incentive for investors and potentially more flexible capital realization. Conversely, the Series B warrants will have a shorter, two-year term from initial exercise, suggesting a potentially more immediate need for the company to secure future funding rounds if these warrants are exercised.
The anticipated closing for both the registered direct offering and the private placement is scheduled for on or about August 17, 2026, subject to customary closing conditions. Ladenburg Thalmann & Co. Inc. has been appointed as the exclusive placement agent for these transactions, indicating a structured and professionally managed capital raise.
The securities offered in the registered direct offering are being made under a shelf registration statement on Form S-3, which was previously declared effective by the Securities and Exchange Commission (SEC). This allows for a more efficient and expeditious offering process. The Series A and Series B warrants, along with the underlying shares, are being offered in a private placement exempt from SEC registration, in accordance with Section 4(a)(2) of the Securities Act of 1933 and Regulation D. This dual approach—a registered offering for immediate equity and a private placement for warrants—allows the company to balance regulatory compliance with strategic capital generation.
The $6.0 million in gross proceeds is crucial for Daré Bioscience as it continues to advance its pipeline of innovative products focused on unmet needs in women’s health. This funding will support ongoing clinical trials, research and development activities, and operational expenses, helping to bridge the gap between scientific discovery and market-ready solutions.
ABOUT DARÉ BIOSCIENCE, INC.
Daré Bioscience is a purpose-driven health biotech company exclusively focused on closing the gap in women’s health by translating promising science into real-world solutions. The company’s approach is rooted in advanced, peer-reviewed research, aiming to address critical needs across various aspects of women’s health, including contraception, menopause, sexual health, fertility, and infectious diseases. Daré Bioscience is committed to accelerating the availability of innovative treatments that have historically been underserved by the pharmaceutical industry.
Forward-Looking Statements
This press release contains forward-looking statements regarding the timing, size, terms, and completion of the registered direct offering and private placement. These statements are based on current expectations and involve known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially. Investors are cautioned to review Daré’s SEC filings for a detailed discussion of these risks.
For further information, please contact: Investor Relations at [email protected].
FAQ
What did Daré Bioscience (NASDAQ: DARE) announce in its August 14, 2026 financing?
Daré Bioscience announced a registered direct offering and concurrent private placement expected to raise $6.0 million in gross proceeds. According to Daré Bioscience, the deal involves 4,379,581 common shares or pre-funded warrants, plus Series A and Series B warrants for additional common shares.
What are the terms of the Series A and Series B warrants in the Daré Bioscience (DARE) August 2026 deal?
The Series A and Series B warrants each cover up to 4,379,581 common shares at a $1.37 exercise price. According to Daré Bioscience, both series become exercisable after stockholder approval; Series A warrants last five years from initial exercise, and Series B warrants last two years.
When is the Daré Bioscience (DARE) registered direct offering expected to close?
The offering is expected to close on or about August 17, 2026, subject to customary closing conditions. According to Daré Bioscience, the closing covers both the registered direct offering and the concurrent private placement, with Ladenburg Thalmann & Co. acting as exclusive placement agent.
Is the Daré Bioscience (DARE) August 2026 financing registered or a private placement?
The common shares and pre-funded warrants are offered under an effective Form S-3 shelf registration. According to Daré Bioscience, the Series A and Series B warrants and their underlying shares are offered in a private placement under Section 4(a)(2) and Regulation D of the Securities Act.
Who is the placement agent for Daré Bioscience’s (DARE) August 2026 offering and how can investors access the prospectus?
Ladenburg Thalmann & Co. is the exclusive placement agent for the offerings. According to Daré Bioscience, investors can access the final prospectus supplement and prospectus via the SEC website or request copies from Ladenburg Thalmann’s Prospectus Department by mail or email.
