Document

253G2 1 a253g2regaofferingcircular.htm 253G2 Document

Filed Pursuant to Rule 253(g)(2)

File No. 024-12688

OFFERING CIRCULAR SUPPLEMENT

(to offering circular dated January 6, 2026 and prior supplement)

DARÉ BIOSCIENCE, INC.

Best Efforts Offering of up to 4,854,000 Investor Units, each Investor Unit Consisting of One Share of Series A Convertible Preferred Stock, which is Convertible into Two Shares of Common Stock, and Two Warrants, each to Purchase One Share of Common Stock

Up to 9,708,000 Shares of Common Stock Issuable Upon Conversion of the Series A Preferred Stock and up to 9,708,000 Shares of Common Stock Issuable Upon Exercise of the Warrants, in each case, that are part of the Investor Units

Agent Unit Warrants to Purchase up to 145,620 Agent Units, each Agent Unit Consisting of One Share of Series A Convertible Preferred Stock, which is Convertible into Two Shares of Common Stock, and Two Warrants, each to Purchase One Share of Common Stock

Up to 145,620 Shares of Series A Convertible Preferred Stock Issuable Upon Exercise of the Agent Unit Warrants and up to 291,240 Shares of Common Stock Issuable Upon Conversion of such Shares of Series A Preferred Stock

Up to 291,240 Warrants Issuable Upon Exercise of the Agent Unit Warrants and up to 291,240 Shares of Common Stock Issuable Upon Exercise of such Warrants

This offering circular supplement supplements, modifies and supersedes, to the extent indicated herein, the information in, or incorporated by reference into, the offering circular dated January 6, 2026, the offering circular supplement dated March 26, 2026, and the offering circular supplement dated May 14, 2026 (together, the “offering circular”), with the information in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2026 (the “July 2026 8-K”), a copy of which accompanies this offering circular supplement. The offering circular, as supplemented from time to time, forms a part of our Offering Statement on Form 1-A (File No. 024-12688).

This offering circular supplement should be read in conjunction with the offering circular, and is qualified by reference to the offering circular, except to the extent that the information in this offering circular supplement, including the July 2026 8-K, supplements, modifies or supersedes the information in or incorporated by reference into the offering circular. If there is any inconsistency between the information in or incorporated by reference into the offering circular, on the one hand, and this offering circular supplement, on the other, you should rely on the information in or incorporated by reference into this offering circular supplement. Any information that is supplemented, modified or superseded in the offering circular by this offering circular supplement shall not be deemed to constitute a part of the offering circular, respectively, except as supplemented, modified or superseded by this offering circular supplement. This offering circular supplement is not complete without, and may only be delivered or used in connection with, the offering circular.

Our common stock is listed on The Nasdaq Capital Market under the symbol “DARE”. On July 16, 2026, the closing price of our common stock as reported on The Nasdaq Capital Market was $1.94 per share. For information regarding the listing of our common stock on The Nasdaq Capital Market, see the July 2026 8-K and the risk factor titled, There is no assurance that we will continue satisfying the listing requirements of the Nasdaq Capital Market, in Item 1A of Part II of our Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated by reference into the offering circular.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” and under similar headings in any information in or incorporated by reference into the offering circular.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities offered by this offering circular supplement or the offering circular or

determined if the offering circular or this offering circular supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this offering circular supplement is July 17, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 13, 2026

DARÉ BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36395

20-4139823

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

3655 Nobel Drive, Suite 260

San Diego, CA 92122

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (858) 926-7655

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	DARE	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Item 3.01			Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 13, 2026, Dare Biosciences, Inc. (the “Company”) was notified by the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, because the Company’s Form 10-Q for the period ended March 31, 2026 reported stockholders’ equity of less than $2.5 million and, as of July 13, 2026, the Company did not meet the alternative requirements of $35 million in market value of listed securities or $500,000 in net income from continuing operations, the Company no longer complies with Nasdaq Listing Rule 5550(b) (the “Rule”) and, as such, the Company’s common stock is subject to delisting from Nasdaq unless the Company timely requests a hearing to address the deficiency before a Nasdaq Hearing Panel (the “Panel”).

The Company intends to timely request a hearing before the Panel, which request will stay the suspension and delisting of the Company’s common stock at least pending the issuance of the Panel’s decision following the hearing and the expiration of any extension period that may be granted by the Panel.

There can be no assurance that the Panel will grant the Company’s request for an extension to evidence compliance with the Rule, or if any such extension period is granted, that the Company will regain compliance with the Rule within such extension period, or that the Company will be successful in otherwise maintaining the listing of its common stock on Nasdaq.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DARÉ BIOSCIENCE, INC.

Dated: July 17, 2026

By:

/s/ Sabrina Martucci Johnson

Name:

Sabrina Martucci Johnson

Title:

President and Chief Executive Officer