DarioHealth Corp. Reports Material Agreements, Equity Sales, and Officer Changes

Ticker: DRIO · Form: 8-K · Filed: Feb 21, 2024 · CIK: 1533998

Dariohealth CORP. 8-K Filing Summary
FieldDetail
CompanyDariohealth CORP. (DRIO)
Form Type8-K
Filed DateFeb 21, 2024
Risk Levelmedium
Pages12
Reading Time14 min
Key Dollar Amounts$0.0001, $10.0 million, $2.55, $10,600,000, $35,416
Sentimentmixed

Sentiment: mixed

Topics: equity-sales, debt, corporate-governance, material-agreement

TL;DR

**DarioHealth just dropped an 8-K detailing new agreements, equity sales, and officer changes, so keep an eye on their financials and leadership.**

AI Summary

DarioHealth Corp. filed an 8-K on February 21, 2024, reporting events from February 15, 2024. The filing indicates the company entered into a material definitive agreement, created a direct financial obligation, and conducted unregistered sales of equity securities. It also addresses the departure or appointment of certain officers and compensatory arrangements, alongside Regulation FD disclosure and other events.

Why It Matters

This filing signals significant corporate actions, including potential capital raises and changes in leadership or compensation, which can impact investor confidence and future company direction.

Risk Assessment

Risk Level: medium — The filing indicates unregistered sales of equity securities and new financial obligations, which could dilute existing shareholders or increase debt burden.

Key Players & Entities

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on February 15, 2024.

What type of financial activities did DarioHealth Corp. report in this 8-K?

DarioHealth Corp. reported the creation of a direct financial obligation and unregistered sales of equity securities in this 8-K.

What corporate governance changes were mentioned in the filing?

The filing mentioned the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers.

What is the SEC file number for DarioHealth Corp.?

The SEC file number for DarioHealth Corp. is 001-37704.

When was this 8-K form filed with the SEC?

This 8-K form was filed with the SEC on February 21, 2024.

Filing Stats: 3,582 words · 14 min read · ~12 pages · Grade level 12.2 · Accepted 2024-02-21 07:30:08

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Twill Acquisition DarioHealth Corp., (the "Company"), TWILL Merger Sub, Inc. ("Merger Sub"), Twill, Inc. ("Twill") and Bilal Khan, solely in his capacity as the representatives of Twill's stockholders and other equity holders, entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated February 15, 2024 (the "Closing Date"). Pursuant to the provisions of the Merger Agreement, on the Closing Date, (i) Merger Sub was merged with and into Twill (the "Merger"), the separate corporate existence of Merger Sub ceased and Twill continued as the surviving company and a wholly owned subsidiary of the Company, (ii) the Company paid to Twill's debt holders and equity holders aggregate consideration ("Merger Consideration") of (A) $10.0 million in cash, (B) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 10,000,400 shares (the "Warrant Shares") of Company common stock, par value $0.0001 per share (the "Common Stock"), issuable to a trust (the "Trust") formed for the benefit of certain equity and debt holders of Twill, issuable in 4 equal tranches, (C) stock options to purchase up to 2,963,459 shares of Common Stock issued to employees of Twill as an inducement to their employment with the Company, issued outside of the Company's equity compensation plans, pursuant to Nasdaq Rule 5635(c)(4), with an exercise price of $2.55 per share, and (D) a combination of warrants and restricted stock units ("RSUs") to acquire up to 1,766,508 shares of Common Stock issued to certain outgoing board members, consultants and outgoing officers of Twill (all of such RSUs and warrants being subject to the approval of the Company's stockholders, pursuant to Nasdaq Rule 5635), and (iii) the parties to the Merger Agreement consummated the transactions contemplated thereby. The Merger Agreement contains various customary representations, warranties and covenants. As a result of the Merger, Twill will operate as

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

02

Item 3.02 Unregistered Sales of Equity Securities. The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 15, 2024, the Company appointed Tomer Ben-Kiki, age 53, as Chief Operating Officer of the Company. Mr. Ben-Kiki will be employed at a rate of 80% of his time in the United States, and the remaining 20% of his time through the Company's subsidiary located in Israel. Since October 2011, Mr. Ben-Kiki served as Co-Founder and Chief Executive Officer of Twill. From January 2003 through October 2010, he served as owner of Oberon Media, Inc. Mr. Ben-Kiki holds a Bachelor of Science from Tel-Aviv University. The Company intends to enter into an employment agreement with Mr. Ben-Kiki. Mr. Ben-Kiki will earn an annual salary of $340,000 for his work in the United receive a stock option to purchase up to 1,017,947 shares of Common Stock, at an exercise price of $2.55 per share, which were granted as an inducement material to Mr. Ben-Kiki becoming an employee of the Company, in accordance with Nasdaq Listing Rule 5635(c)(4). Time-based options to purchase up to 717,947 shares of Common Stock shall vest as follows: 291,742 shares shall vest immediately, and the remaining 426,205 shares will vest over two years in eight equal quarterly amounts, subject to Mr. Ben-Kiki's continued employment by the Company on the applicable vesting date. The performance-based option to purchase up to 300,000 shares of Common Stock will vest immediately upon achieving certain milestones relating to the achievement of revenues (on a U.S. generally accepted account principals basis) relating to Twill products for the year ending December 31, 2024, the achievement of certain ope

01

Item 7.01 Regulation FD Disclosure. Attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated into this Item 7.01 by reference, is an investor presentation.

01

Item 8.01 Other Information. On February 21, 2024, the Company issued a press release announcing the execution of the Twill Agreement and the Offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 3.1 Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock 3.2 Certificate of Designation of Preferences, Rights and Limitations of Series C-1 Preferred Stock 3.3 Certificate of Designation of Preferences, Rights and Limitations of Series C-2 Preferred Stock 4.1 Form of Pre-Funded Warrant 4.2 Form of Placement Agent Warrant 10.1 Agreement and Plan of Merger dated February 15, 2024, by and among DarioHealth Corp., Twill Merger Sub, Inc., Twill, Inc. and Bilal Khan solely in his capacity as holders' representative 10.2 Lock Up/Leak Out Agreement dated February 15, 2024, by and among DarioHealth Corp., Titan Trust 2024 I, a Delaware statutory trust, and WhiteHawk Capital Partners LP, a Delaware limited partnership 10.3 Series C Securities Purchase Agreement 10.4 Placement Agency Agreement dated December 28, 2023 10.5 Amendment No. 1 to Placement Agency Agreement dated January 31, 2024 10.6 First Amendment to Loan and Security Agreement and Supplement, dated February 15, 2024, by and among DarioHealth Corp., PsyInnovations, Inc., LabStyle Innovation Ltd., Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P. 99.1 Investor presentation (furnished herewith) 99.2 Press release dated February 21, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. Dated: February 21, 2024 DARIOHEALTH CORP. By: /s/ Zvi Ben David Name: Zvi Ben David Title: Chief Financial Officer, Treasurer and Secretary

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