aibioDaré Bioscience closes sale of 20,000 units in Regulation A preferred stock and warrant offering
Tickers DARE
Daré issued 20,000 Investor Units at $5.00 each, with one Series A Convertible Preferred share and two warrants per unit. The offering is for up to 4,854,000 units, and the company's auditor has raised going concern doubt.
Key facts
- Company
- Dare Bioscience, Inc. (NASDAQ: DARE)
- News type
- Financings
- Primary source
- Dare Bioscience, Inc. Form 8-K filed April 20, 2026 (SEC EDGAR)
Daré Bioscience, Inc. (Nasdaq: DARE) completed a closing on April 17, 2026 of its Regulation A offering, issuing 20,000 units that each combine one share of Series A Convertible Preferred Stock with two warrants. The company reported the sale in a Form 8-K filed April 20, 2026 under Item 3.02, Unregistered Sales of Equity Securities. Sabrina Martucci Johnson, its president and chief executive officer, signed the filing.
The units and the warrants
Each Investor Unit carries one share of Series A preferred and two warrants, each exercisable for one share of Daré common stock. The offering price is $5.00 per unit. This closing issued 20,000 preferred shares and warrants to buy up to 40,000 common shares. The offering as a whole covers up to 4,854,000 units, and this closing covers only part of that total.
The 8-K says the terms of conversion and exercise were described in an earlier 8-K filed January 29, 2026, which it incorporates by reference. Those terms are not in this filing, so the conversion price and the exercise price cannot be read from the April report.
How the offering is run
The offering is being conducted under an offering statement on Form 1-A, File No. 024-12688, as amended. The Securities and Exchange Commission most recently qualified that statement on April 1, 2026. The offering circular is dated January 6, 2026, and an offering circular supplement is dated March 26, 2026.
The 8-K does not name a placement agent, underwriter or sales agent for the units, and it does not name any financial adviser or legal counsel. It also does not state the total proceeds from the closing.
The going concern doubt
Daré's annual report on Form 10-K, filed March 26, 2026, includes a going concern paragraph from its independent registered public accounting firm. The auditor says the company has recurring losses from operations and depends on additional financing, and that those conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments for that uncertainty.
The annual report says the company will need to raise substantial additional capital to continue its operations and remain a going concern. It also lists the failure to keep its common stock listed on the Nasdaq Capital Market as a risk.
The numbers
The 10-K reports a net loss of $13.4 million for 2025, up from $4.1 million in 2024. Research and development expense fell to $5.5 million in 2025 from $14.3 million in 2024. Cash used in operations was $9.9 million in 2025. The company had $15.7 million in cash and cash equivalents at the end of 2024.
The annual report figures above do not include a year-end 2025 cash balance, so the cash on hand when the units were sold cannot be measured here.
The business
The annual report describes Daré as a health biotech company solely focused on women's health. Its stated areas include contraception, menopause, pelvic pain, fertility, vaginal health and infectious disease. In March 2025 the company expanded its model to a dual-path approach. For select formulations, it is pursuing both traditional FDA approval and earlier market access through outsourcing facilities registered under Section 503B of the Federal Food, Drug, and Cosmetic Act.
The annual report lists the risks of that route. Among them is an inability to generate significant revenue from DARE to PLAY and other compounded drugs under Section 503B. Another is the removal of sildenafil citrate, or any other bulk drug substance needed for those compounded drugs, from the FDA's list of bulk substances that can be compounded. The company's ability to keep outsourcing facilities on commercially reasonable terms is also listed as a risk.
The 8-K itself does not describe the company's plans for the proceeds from the units, and it does not give a date for the next closing under the offering.