Daré Bioscience, Inc. (NASDAQ:DARE), a purpose-driven health biotech company solely focused on closing the gap in women’s health between promising science and real-world solutions, today announced that it has entered into a definitive securities purchase agreement with institutional investors for the purchase and sale of 4,379,581 shares of the Company’s common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof), at a price of $1.37 per share of common stock (or $1.3699 per pre-funded warrant) in a registered direct offering priced at-the-market under Nasdaq rules. Each pre-funded warrant will be exercisable upon issuance at an exercise price of $0.0001 per share and will expire when exercised in full.

In addition, in a concurrent private placement, the Company will issue to the investors Series A warrants to purchase in the aggregate up to 4,379,581 shares of common stock, and Series B warrants to purchase in the aggregate up to 4,379,581 shares of common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof). The exercisability of both the Series A warrants and the Series B warrants will be subject to obtaining stockholder approval as may be required under Nasdaq rules. The Series A warrants will have an exercise price of $1.37 per share, will be exercisable on or after stockholder approval, and will have a term of five years from the initial exercise date. The Series B warrants will have an exercise price of $1.37 per share, will be exercisable on or after stockholder approval, and will have a term of two years from the initial exercise date.

The aggregate gross proceeds to the Company from the registered direct offering at the closing are expected to be $6.0 million before deducting placement agent fees and estimated offering expenses payable by the Company.

The closing of the registered direct offering and the concurrent private placement is expected to occur on or about August 17, 2026, subject to the satisfaction of customary closing conditions.

Ladenburg Thalmann & Co. Inc. is acting as exclusive placement agent for the offerings.