DarioHealth Corp. Files 8-K on Security Holder Rights

TL;DR

DarioHealth filed an 8-K, changes to shareholder rights and bylaws are coming.

AI Summary

DarioHealth Corp. filed an 8-K on September 13, 2024, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing, dated September 11, 2024, indicates changes related to the company's governance or security holder rights, though specific details of these modifications are not provided in the excerpt.

Why It Matters

This filing signals potential changes in how DarioHealth Corp. is structured or how its shareholders' rights are defined, which could impact investor confidence and future corporate actions.

Risk Assessment

Risk Level: medium — Filings concerning modifications to security holder rights or bylaws can indicate significant internal changes that may affect the company's operations or shareholder value.

Key Players & Entities

• DarioHealth Corp. (company) — Registrant
• 001-37704 (company) — Commission File Number
• 45-2973162 (company) — IRS Employer Identification No.
• September 11, 2024 (date) — Date of Earliest Event Reported
• September 13, 2024 (date) — Filing Date

FAQ

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
• tm2423911d1_ex3-1.htm (EX-3.1) — 96KB
• 0001104659-24-099762.txt ( ) — 318KB
• drio-20240911.xsd (EX-101.SCH) — 3KB
• drio-20240911_lab.xml (EX-101.LAB) — 33KB
• drio-20240911_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 or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 11, 2024, DarioHealth Corp. (the "Company"), upon obtaining the vote of a majority of the holders of the relevant class of preferred stock, filed a Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company's Series B-3 Preferred Stock with the Secretary of State of the State of Delaware (the "Series B-3 Certificate of Designation"). The Series B-3 Certificate of Designation was 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-3 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 Series B-3 Certificate of Designation was intended to amend and restate the terms mentioned above, and no additional securities were issued or sold as a result. The foregoing description of the Company's Series B-3 Certificate of Designation is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibits 3.1 to this Current Report on Form 8-K.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 3.1 Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B-3 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: September 13, 2024 DARIOHEALTH CORP. By: /s/ Zvi Ben David Name: Zvi Ben David Title: Chief Financial Officer, Treasurer, & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR