Dare Bioscience Inc美股招股说明书(2026-09-04版)

This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus of up to8,934,345 shares of our common stock, consisting of (i) an aggregate of up to 8,759,162 shares of our common stockissuable upon the exercise of Series A warrants and Series B warrants (collectively, the “common warrants”), including anyshares of common stock issuable upon exercise of any pre-funded warrants issuable upon exercise of the Series Bwarrants, and (ii) an aggregate of up to 175,183 shares of our common stock issuable upon the exercise of warrants weissued to the placement agent and its designees in connection with the issuance of the common warrants (the “placementagent warrants”). See the section titled “The Private Placement Transaction” for more information regarding the privateplacement transaction in which the common warrants and placement agent warrants were issued, and the section titled“Selling Stockholders” for more information regarding the selling stockholders. We are not selling any shares under this prospectus and will not receive any of the proceeds from the sale of shares bythe selling stockholders. We will, however, receive proceeds from the exercise of any warrants the exercise price of whichis paid in cash. See “Use of Proceeds.” The prices at which the selling stockholders may sell the shares will be determined by the prevailing market price for theshares or in negotiated transactions. The selling stockholders may sell or otherwise dispose of the shares of commonstock described in this prospectus in a number of different ways and at varying prices. See the section titled “Plan ofDistribution” for more information. We are paying the cost of registering the shares of common stock covered by this prospectus as well as various relatedexpenses. The selling stockholders will pay all broker fees and commissions and similar expenses related to the offer andsale of their shares. Our common stock is listed on The Nasdaq Capital Market under the symbol “DARE.” On September 2, 2026, the lastreported sale price of our common stock was $0.74 per share. Investing in our common stock involves a high degree of risk. Before deciding whether to invest in our commonstock, you should consider carefully the risks described under the caption “Risk Factors” beginning on page 6 ofthis prospectus, and under similar headings in the documents incorporated by reference in this prospectus, aswell as in any amendments or supplements to this prospectus. Neitherthe Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus is September 3, 2026 TABLE OF CONTENTS About This Prospectus1Prospectus Summary2Risk Factors6Special Note Regarding Forward-Looking Statements6The Private Placement Transaction9Use of Proceeds10Selling Stockholders10Plan of Distribution13Legal Matters14Experts14Where You Can Find More Information14Incorporation of Documents by Reference15 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC.This prospectus does not contain all of the information included in the registration statement of which this prospectusforms a part. For a more complete understanding of the offering of the securities described herein, you should refer to theregistration statement, including its exhibits. You should carefully read this prospectus, any prospectus supplement or freewriting prospectus that we subsequently authorize for use in connection with the offering of the securities describedherein, the information and documents incorporated herein by reference and the additional information under the heading“Where You Can Find More Information” before making an investment decision. You should rely only on the information wehave provided or incorporated by reference in this prospectus, or in any prospectus supplement or free writing prospectusthat we subsequently authorize for use in connection with the offering of the securities described herein. Neither we, northe selling stockholders, have authorized anyone to provide you with information different from that contained orincorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you shouldnot rely on it. You should assume that the information in this prospectus, or any related prospectus supplement or freewriting prospectus, is accurate only as of the date set forth on the cover page of any such document or any earlier date asof which such information is given, as applicable, and that any information we have incorporated herein by reference isaccurate only as of the date set forth on the cover page of any such document containing such information or any earlierdate as of which such information is g