DarioHealth Corp. Files 8-K on Governance Changes
Ticker: DRIO · Form: 8-K · Filed: Jun 28, 2024 · CIK: 1533998
| Field | Detail |
|---|---|
| Company | Dariohealth CORP. (DRIO) |
| Form Type | 8-K |
| Filed Date | Jun 28, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: governance, corporate-action, filing
TL;DR
DarioHealth filed an 8-K detailing changes to its corporate governance and security holder rights, effective June 25th.
AI Summary
DarioHealth Corp. filed an 8-K on June 28, 2024, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing indicates a change in the company's structure or governance, effective June 25, 2024. Specific details regarding the nature of these modifications and amendments are provided within the document.
Why It Matters
This filing signals potential shifts in DarioHealth Corp.'s corporate structure or shareholder rights, which could impact the company's strategic direction and investor considerations.
Risk Assessment
Risk Level: medium — Changes to corporate governance and security holder rights can introduce uncertainty and potential shifts in company strategy or control.
Key Players & Entities
- DarioHealth Corp. (company) — Registrant
- June 25, 2024 (date) — Effective date of reported changes
- June 28, 2024 (date) — Filing date of the 8-K
- Delaware (jurisdiction) — State of incorporation
- New York (location) — Principal executive office location
FAQ
What specific material modifications were made to the rights of DarioHealth Corp. security holders?
The filing indicates material modifications to the rights of security holders, with specific details to be found within the document's exhibits and sections detailing amendments.
What amendments were made to DarioHealth Corp.'s articles of incorporation or bylaws?
The 8-K reports amendments to the articles of incorporation or bylaws, with the precise nature of these changes detailed in the accompanying exhibits and relevant sections of the filing.
What is the effective date of the reported changes for DarioHealth Corp.?
The earliest event reported, which includes the material modifications and amendments, has an effective date of June 25, 2024.
When was this 8-K filing submitted by DarioHealth Corp.?
DarioHealth Corp. filed this 8-K report on June 28, 2024.
What is DarioHealth Corp.'s principal executive office address?
DarioHealth Corp.'s principal executive offices are located at 322 W 57th St, #33B, New York, New York 10019.
Filing Stats: 698 words · 3 min read · ~2 pages · Grade level 12.5 · Accepted 2024-06-28 16:31:17
Key Financial Figures
- $0.0001 — registered Common Stock, par value $0.0001 per share DRIO The Nasdaq Capital M
Filing Documents
- tm2418444d1_8k.htm (8-K) — 27KB
- tm2418444d1_3-1.htm (EX-3.1) — 96KB
- tm2418444d1_3-2.htm (EX-3.2) — 101KB
- 0001104659-24-076313.txt ( ) — 442KB
- drio-20240625.xsd (EX-101.SCH) — 3KB
- drio-20240625_lab.xml (EX-101.LAB) — 33KB
- drio-20240625_pre.xml (EX-101.PRE) — 22KB
- tm2418444d1_8k_htm.xml (XML) — 4KB
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. The disclosure set forth in Item 5.03 below is hereby incorporated herein by reference.
03 Amendments to Articles of Incorporation
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 25, 2024, DarioHealth Corp. (the "Company"), upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock, filed a Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company's Series B Preferred Stock (the "Series B Certificate of Designation") and Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company's Series B-1 Preferred Stock, all with the Secretary of State of the State of Delaware (collectively, the "Certificates of Designation"). The Certificates of Designation were amended to (i) extend the mandatory conversion period from fifteen (15) to eighteen (18) months from the original issue date and (ii) increase the percentage of dividends the holders of Series B Certificate of Designation and Series B-1 Certificate of Designation will be entitled to receive by including a dividend of ten percent (10%) for the fifth full quarter from the closing date and a dividend of twenty five percent (25%) for the sixth quarter from the closing date. The filing of the Certificates of Designation was intended to amend and restate the terms mentioned above, and no additional securities were issued or sold as a result. The forgoing description of the Company's Series B Certificate of Designation and Series B-1 Certificate of Designation are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits 3.1 Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock of DarioHealth Corp. 3.2 Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Preferred Stock of DarioHealth Corp. 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 28, 2024 DARIOHEALTH CORP. By: /s/ Zvi Ben David Name: Zvi Ben David Title: Chief Financial Officer, Treasurer, & Secretary