DarioHealth Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

DarioHealth (DRIO) filed an 8-K on Jan 7, 2025, detailing a material agreement and equity sales. Watch for updates.

AI Summary

DarioHealth Corp. announced on January 7, 2025, that it entered into a material definitive agreement and also disclosed unregistered sales of equity securities. The company, formerly known as LabStyle Innovations Corp., is incorporated in Delaware and headquartered in New York. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by DarioHealth Corp., including a material definitive agreement and unregistered equity sales, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financing needs or dilution concerns for existing shareholders.

Key Players & Entities

• DarioHealth Corp. (company) — Registrant
• LabStyle Innovations Corp. (company) — Former company name
• January 7, 2025 (date) — Date of earliest event reported
• New York (location) — Principal Executive Offices
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share DRIO The Nasdaq Capital M
• $1,000 — eferred Stock"), at a purchase price of $1,000 for each share of Preferred Stock. As a
• $6,824,000 — any from the Offering are approximately $6,824,000. The closing of Preferred Stock will oc
• $0.83 — Stock and Series D-3 Preferred Stock is $0.83) each subject to adjustment in the even

Filing Documents

• tm252764d1_8k.htm (8-K) — 33KB
• tm252764d1_ex3-1.htm (EX-3.1) — 99KB
• tm252764d1_ex3-2.htm (EX-3.2) — 99KB
• tm252764d1_ex10-1.htm (EX-10.1) — 212KB
• 0001104659-25-002576.txt ( ) — 715KB
• drio-20250107.xsd (EX-101.SCH) — 3KB
• drio-20250107_lab.xml (EX-101.LAB) — 33KB
• drio-20250107_pre.xml (EX-101.PRE) — 22KB
• tm252764d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Private Placement Financing Transaction On January 7, 2025, DarioHealth Corp. (the "Company") entered into securities purchase agreements (each, a "Series D Purchase Agreement") with accredited investors relating to an offering (the "Offering") and the sale of an aggregate of (i) 4,974 shares of newly designated Series D-2 Preferred Stock (the "Series D-2 Preferred Stock"), and (ii) 1,850 shares of Series D-3 Preferred Stock (the "Series D-3 Preferred Stock" and together with the Series D-2 Preferred Stock, the "Preferred Stock"), at a purchase price of $1,000 for each share of Preferred Stock. As a result of the sale of the Preferred Stock, the aggregate gross proceeds to the Company from the Offering are approximately $6,824,000. The closing of Preferred Stock will occur on or before January 14, 2025. On January 9, 2025, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of the Series D-2 Preferred Stock (the "Series D-2 Certificate of Designation") and the Certificate of Designation of Preferences, Rights and Limitations of the Series D-3 Preferred Stock (the "Series D-3 Certificate of Designation") with the Secretary of State of the as set forth in each of the Certificates of Designation, into such number of shares of Company's common stock (the "Common Stock") equal to the number of Preferred Shares to be converted, multiplied by the stated value of $1,000 (the "Stated Value"), divided by the conversion price in effect at the time of the conversion (the initial conversion price of the Series D-2 Preferred Stock and Series D-3 Preferred Stock is $0.83) each subject to adjustment in the event of stock splits, stock dividends, and similar transactions. The conversion of the Preferred Stock is subject to stockholder approval.

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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 3.1 Certificate of Designation of Preferences, Rights and Limitations of Series D- 2 Preferred Stock. 3.2 Certificate of Designation of Preferences, Rights and Limitations of Series D-3 Preferred Stock. 10.1 Series D Securities Purchase Agreement. 10.2 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on December 18, 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: January 10, 2025 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