DarioHealth Corp. Announces Corporate Changes and Filings
Ticker: DRIO · Form: 8-K · Filed: Jun 25, 2024 · CIK: 1533998
| Field | Detail |
|---|---|
| Company | Dariohealth CORP. (DRIO) |
| Form Type | 8-K |
| Filed Date | Jun 25, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing, officer-director-changes
TL;DR
DarioHealth is shuffling execs and board, voting on stuff, and filing financials. Big changes ahead?
AI Summary
DarioHealth Corp. announced on June 25, 2024, a series of significant corporate actions. These include the departure of certain officers and directors, the election of new directors, and adjustments to compensatory arrangements. The company also submitted matters to a vote of security holders and filed financial statements and exhibits.
Why It Matters
These changes in leadership and corporate structure could signal a strategic shift or a response to recent performance, impacting investor confidence and future operations.
Risk Assessment
Risk Level: medium — Changes in directors and officers, along with votes by security holders, can indicate internal shifts or challenges that may affect the company's stability and future direction.
Key Players & Entities
- DarioHealth Corp. (company) — Registrant
- June 25, 2024 (date) — Date of Report
- Delaware (jurisdiction) — State of Incorporation
- New York (location) — Business Address City
FAQ
Who are the specific officers and directors departing from DarioHealth Corp.?
The filing indicates the departure of certain officers and directors but does not specify their names in the provided text.
When were the new directors elected to the DarioHealth Corp. board?
The filing states the election of directors occurred on or before June 25, 2024, as it is listed as an item information for the report date.
What specific matters were submitted to a vote of DarioHealth Corp. security holders?
The filing confirms that matters were submitted to a vote of security holders, but the details of these matters are not provided in the excerpt.
What financial statements and exhibits were filed by DarioHealth Corp.?
The filing indicates that financial statements and exhibits were submitted, but their specific content is not detailed in this excerpt.
What was DarioHealth Corp.'s former company name?
DarioHealth Corp.'s former company name was LabStyle Innovations Corp., with a date of name change on November 1, 2011.
Filing Stats: 817 words · 3 min read · ~3 pages · Grade level 11.6 · Accepted 2024-06-25 16:05:15
Key Financial Figures
- $0.0001 — registered Common Stock, par value $0.0001 per share DRIO The Nasdaq Capital M
Filing Documents
- tm2418217d1_8k.htm (8-K) — 32KB
- 0001104659-24-074740.txt ( ) — 202KB
- drio-20240625.xsd (EX-101.SCH) — 3KB
- drio-20240625_lab.xml (EX-101.LAB) — 33KB
- drio-20240625_pre.xml (EX-101.PRE) — 22KB
- tm2418217d1_8k_htm.xml (XML) — 4KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Adoption of an amendment to the 2020 Equity Incentive Plan On June 25, 2024, DarioHealth Corp. (the " Company ") held its 2024 Special Meeting of Stockholders (the " 2024 Meeting "). At the 2024 Meeting, the Company's stockholders approved an amendment (the " Plan Amendment ") to the Company's Amended and Restated 2020 Equity Incentive Plan, as amended (the " 2020 Plan "), which provides for a one-time increase of the maximum number of shares of common stock, 0.0001 par value per share (the " Common Stock "), issuable under the 2020 Plan by 3,000,000 shares. The Plan Amendment was previously approved, subject to stockholder approval, by the Company's Board of Directors (the " Board "), upon the recommendation of the Board's Compensation Committee on April 16, 2024. A detailed summary of the Plan Amendment is set forth in the Company's Definitive Proxy Statement on Schedule 14A for the 2024 Meeting filed with the U.S. Securities and Exchange Commission on May 1, 2024 (the " Proxy Statement ") under the caption "Proposal 2: Incentive Plan Proposal," which summary is incorporated herein by reference.
07
Item 5.07. Submission of Matters to a Vote of Security Holders. The final voting results of the 2024 Meeting are set forth below. Stockholders voted on the following proposals: Proposal No. 1 — Nasdaq Rule 5635 Proposal The stockholders approved the issuance of shares of the Company's Common Stock, upon the exercise of certain pre-funded warrants, warrants and restricted stock units issued as part of the Company's acquisition of Twill Inc., and the re-pricing of certain warrants, all in excess of 20% of its outstanding Common Stock. The proposal required the affirmative vote of a majority of the votes cast at the 2024 Annual Meeting. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis): For Against Abstain 16,262,466 1,191,420 1,339 Proposal No. 2 —Incentive Plan Proposal. The stockholders approved an amendment to the 2020 Plan, which provided for a one-time increase of the maximum number of shares of Common Stock issuable under the 2020 Plan by 3,000,000. The Plan Amendment proposal required the affirmative vote of a majority of the votes cast at the 2024 Meeting. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis): For Against Abstain 14,257,236 3,156,778 41,211
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits 10.1 Third Amendment to the Company's Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on May 1, 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: June 25, 2024 DARIOHEALTH CORP. By: /s/ Zvi Ben David Name: Zvi Ben David Title: Chief Financial Officer, Treasurer, & Secretary