DarioHealth Corp. Files 8-K with Key Agreements and Equity Sales

TL;DR

DarioHealth filed an 8-K on 9/25/25 detailing new agreements, equity sales, and corporate changes.

AI Summary

DarioHealth Corp. filed an 8-K on September 25, 2025, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by DarioHealth Corp., including potential new agreements and equity transactions that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and amendments to corporate documents, which can introduce complexities and potential risks for investors.

Key Numbers

• 001-37704 — Commission File Number (Identifies the specific SEC filing for DarioHealth Corp.)
• 45-2973162 — IRS Employer Identification No. (Tax identification number for DarioHealth Corp.)

Key Players & Entities

• DarioHealth Corp. (company) — Registrant
• September 25, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 322 W 57th St. , #33B , New York , New York 10019 (address) — Business Address
• LabStyle Innovations Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share DRIO The Nasdaq Capital M
• $6.45 — arrant Shares"), at a purchase price of $6.45 per share and $6.45 per pre-funded warr

Filing Documents

• tm2526967d1_8k.htm (8-K) — 34KB
• tm2526967d1_ex3-1.htm (EX-3.1) — 109KB
• tm2526967d1_ex4-1.htm (EX-4.1) — 88KB
• tm2526967d1_ex10-1.htm (EX-10.1) — 181KB
• tm2526967d1_ex99-1.htm (EX-99.1) — 9KB
• 0001104659-25-093431.txt ( ) — 686KB
• drio-20250925.xsd (EX-101.SCH) — 3KB
• drio-20250925_lab.xml (EX-101.LAB) — 33KB
• drio-20250925_pre.xml (EX-101.PRE) — 22KB
• tm2526967d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 22, 2025, DarioHealth Corp. (the "Company") entered into securities purchase agreements (each, a "Purchase Agreement") with accredited investors relating to an offering (the "Offering") and the sale of an aggregate of 1,154,420 shares of common stock (the "Shares") and pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 1,558,760 shares of common stock (the "Pre-Funded Warrant Shares"), at a purchase price of $6.45 per share and $6.45 per pre-funded warrant. The closing of the Offering completed on September 23, 2025. The pre-funded warrants are exercisable immediately upon issuance and remain exercisable until exercised in full. The Purchase Agreements contain representations and warranties that the parties made to the others in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. In addition, pursuant to the terms of the Purchase Agreements, the Company has agreed to file a registration statement to register the Shares and the Pre-Funded Warrant Shares within 30 days following the closing date. The provisions of such agreements, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to that agreement. Rather, investors and the public should look to other disclosures contained in the Company's filings with the U.S. Securities and Exchange Commission. The securities to be issued in the Offering are exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act and may not be resold in the United

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.

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 25, 2025, the Company, upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock and the approval of the Company's Board of Directors, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company's Series C-1 Preferred Stock (the "Series C-1 Certificate of Designation") with the Secretary of State of the State of Delaware. The Series C-1 Certificate of Designation was amended to accelerate the mandatory conversion period of all outstanding shares of such series into shares of the Company's common stock, or at each holder's election in pre-funded warrants, effective as of September 25, 2025. In connection with such mandatory conversion, each holder of preferred stock will also receive all accrued and unpaid dividends, including any dividend shares or payment-in-kind shares, in addition to the conversion shares issuable upon conversion, subject to certain beneficial ownership blockers. The filing of the Series C-1 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 foregoing description of the Company's Series C-1 Certificate of Designation is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

01 Other Events

Item 8.01 Other Events. On September 22, 2025, the Company issued a press release relating to the announcement of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On September 25, 2025, the Company announced that its Board of Directors has initiated a comprehensive strategic review to maximize shareholder value following multiple unsolicited inbound strategic inquiries from interested parties. In relation to this review, the Company's Board of Directors has established a special committee (the "Special Committee") of independent directors and engaged Perella Weinberg Partners as financial advisor. The Special Committee will consider a full range of potential opportunities including a sale, merger, strategic business combination, or continued execution of the Company's successful standalone strategy.

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 C-1 Preferred Stock of DarioHealth Corp. 4.1 Form of Pre-Funded Warrant 10.1 Form of Securities Purchase Agreement 99.1 Press release dated September 22, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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 25, 2025 DARIOHEALTH CORP. By: /s/ Chen Franco-Yehuda Name: Chen Franco-Yehuda Title: Chief Financial Officer, Treasurer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR