Dare Bioscience files resale registration for shares tied to August warrants

Dare Bioscience filed an S-1 on August 26, 2026 to register the resale of up to 8,934,345 shares of common stock. The filing covers shares issuable upon the exercise of Series A warrants and Series B warrants, including any shares of common stock issuable upon exercise of any pre-funded warrants issuable upon exercise of the Series B warrants, plus shares issuable upon exercise of warrants issued to the placement agent and its designees¹.

The underlying warrants trace to a transaction dated August 14, 2026, in which Dare entered into a securities purchase agreement with institutional investors, issuing Series A warrants to purchase up to 4,379,581 shares and Series B warrants to purchase up to 4,379,581 shares and/or pre-funded warrants¹, alongside a registered direct offering. The common warrants carry an exercise price of $1.37 per share, subject to adjustment for stock splits and similar transactions¹, and exercise is subject to stockholder approval as may be required under Nasdaq rules¹.

In the registered direct offering, Dare issued 4,085,687 shares of common stock and pre-funded warrants for up to 293,894 additional shares, at an offering price of $1.37 per share and $1.3699 per pre-funded warrant¹. Ladenburg Thalmann & Co. Inc. served as placement agent and received warrants to purchase up to 175,183 shares at an exercise price of $2.1235 per share¹.

Dare said it will not receive proceeds from the resale of shares by selling stockholders, but it may receive up to approximately $12.4 million if all of the common warrants and the placement agent warrants are exercised for cash¹.

The filing also notes an unresolved Nasdaq listing matter: on July 13, 2026 Dare received a delisting determination letter over stockholders' equity below $2.5 million, and a hearing before a Nasdaq Hearing Panel occurred on August 25, 2026, with a decision typically issued within 30 days¹.