DarioHealth Corp. Announces Special Meeting of Stockholders on June 25, 2024

TL;DR

<b>DarioHealth Corp. will hold a special meeting on June 25, 2024, to vote on stock issuance related to the Twill Inc. acquisition and amendments to its equity plan.</b>

AI Summary

DarioHealth Corp. (DRIO) filed a Proxy Statement (DEF 14A) with the SEC on May 1, 2024. Special meeting of stockholders to be held on June 25, 2024, at 9:00 a.m. in Israel. Proposing approval for issuance of common stock upon exercise of warrants and RSUs from Twill Inc. acquisition, exceeding 20% of outstanding shares. Seeking approval for re-pricing of certain warrants issued in connection with the Twill Inc. acquisition. Proposing amendment to the Company's 2020 Equity Compensation Plan. Record date for the meeting is April 26, 2024.

Why It Matters

For investors and stakeholders tracking DarioHealth Corp., this filing contains several important signals. Stockholder approval is required for the issuance of shares exceeding 20% of outstanding stock, a common threshold for Nasdaq listing rules. Amendments to the equity compensation plan could impact future employee incentives and stock dilution.

Risk Assessment

Risk Level: medium — DarioHealth Corp. shows moderate risk based on this filing. The company is seeking approval for significant stock issuances and warrant re-pricings related to an acquisition, which could dilute existing shareholders and requires Nasdaq compliance.

Analyst Insight

Stockholders should carefully review the proposals regarding share issuance and equity plan amendments before the June 25th meeting.

Key Numbers

• June 25, 2024 — Special Meeting Date (Date of the special meeting of stockholders.)
• April 26, 2024 — Record Date (Date to determine eligible stockholders for the meeting.)
• 20% — Stock Issuance Threshold (Percentage of common stock outstanding that the proposed issuance exceeds, requiring shareholder approval per Nasdaq rules.)

Key Players & Entities

• DarioHealth Corp. (company) — Registrant name
• Twill Inc. (company) — Acquisition target
• Nasdaq (company) — Listing rule reference
• June 25, 2024 (date) — Date of special meeting
• April 26, 2024 (date) — Record date for the meeting
• 2020 Equity Compensation Plan (other) — Plan to be amended

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [high — regulatory]: Failure to obtain stockholder approval for the issuance of shares in excess of 20% of outstanding common stock could result in delisting from Nasdaq.
• Dilution from Share Issuance [medium — financial]: The proposed issuance of shares upon exercise of warrants and RSUs, and potential re-pricing, could significantly dilute existing shareholders' ownership.
• Equity Plan Amendments [low — operational]: Changes to the 2020 Equity Compensation Plan may affect employee retention and future compensation structures.

Key Dates

• 2024-06-25: Special Meeting of Stockholders — To vote on stock issuance, warrant re-pricing, and equity plan amendments.
• 2024-04-26: Record Date — Determines stockholders eligible to vote at the special meeting.

Glossary

Pre-funded Warrants

Warrants that are immediately exercisable and often issued in lieu of common stock in certain transactions. (Relevant to understanding the nature of the shares to be issued.)

Restricted Stock Units (RSUs)

Awards of stock that are subject to vesting requirements. (Part of the compensation package tied to the Twill Inc. acquisition.)

Key Financial Figures

• $0.0001 — 29,666,750 shares of our common stock, $0.0001 par value per share (the &ldquo; Common
• $4.05 — mmon Stock), with a conversion price of $4.05 per share (the &ldquo; Series A-1 Prefe
• $3.334 — mmon Stock), with a conversion price of $3.334 per share (the &ldquo; Series B Preferr
• $3.37 — mmon Stock), with a conversion price of $3.37 per share (the &ldquo; Series B-2 Prefe
• $3.392 — mmon Stock), with a conversion price of $3.392 per share (the &ldquo; Series B-3 Prefe
• $2.02 — mmon Stock), with a conversion price of $2.02 per share (the &ldquo; Series C Preferr
• $2.14 — mmon Stock), with a conversion price of $2.14 per share (the &ldquo; Series C-2 Prefe
• $8,500 — he solicitation of proxies for a fee of $8,500 plus customary expenses. No Right of A
• $10.0 million — quo;Merger Consideration&rdquo;) of (A) $10.0 million in cash, (B) pre-funded warrants (the &
• $2.55 — e 5635(c)(4), with an exercise price of $2.55 per share. In conjuncton with the execu
• $10,600,000 — h until such time as the Trust receives $10,600,000 in aggregate net proceeds (the &ldquo;L
• $35,416 — exchange for monthly consulting fees of $35,416 and $35,417, respectively. In addition,
• $35,417 — monthly consulting fees of $35,416 and $35,417, respectively. In addition, the Company

Filing Documents

• tm2412186d2_def14a.htm (DEF 14A) — 198KB
• 0001104659-24-055848.txt (&nbsp;) — 199KB

From the Filing

DEF 14A 1 tm2412186d2_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the Appropriate Box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to &sect; 240.14a-12 DARIOHEALTH CORP. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 DarioHealth Corp. 322 W. 57th St. New York, New York 10019 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held On Tuesday, June 25, 2024 You are cordially invited to attend a special meeting of the stockholders (the &ldquo; Meeting &rdquo;) of DarioHealth Corp. (the &ldquo; Company &rdquo;), which will be held at 9:00 a.m. at the Company&rsquo;s Israeli offices located at 5 Tarshish St. Caesarea Industrial Park 3088900, Israel 2 nd Floor for the following purposes: 1. To approve, pursuant to Nasdaq listing rule 5635(a) and 5635(d), of the issuance of shares of our Common Stock (as defined herein), upon the exercise of certain pre-funded warrants, warrants and restricted stock units issued as part of our acquisition of Twill Inc., and the re-pricing of certain warrants, all in excess of 20% of our Common Stock outstanding (the &ldquo; Nasdaq Rule 5635 Proposal &rdquo;); 2. To consider and vote to amend the Company&rsquo;s 2020 Equity Compensation Plan, as amended (the &ldquo; 2020 Equity Incentive Plan &rdquo;); and 3. To transact any other business as may properly come before the Meeting or any adjournments thereof. All stockholders are cordially invited to attend the Meeting. If your shares are registered in your name, please bring the admission ticket attached to your proxy card. If your shares are registered in the name of a broker, trust, bank or other nominee, you will need to bring a proxy or a letter from that broker, trust, bank or other nominee or your most recent brokerage account statement, that confirms that you are the beneficial owner of those shares. If you do not have either an admission ticket or proof that you own shares of the Company, you will not be admitted to the meeting. The Board of Directors has fixed the close of business on April 26, 2024, as the record date for the Meeting. Only stockholders on the record date are entitled to notice of and to vote at the meeting and at any adjournment or postponement thereof. Your vote is important regardless of the number of shares you own. The Company requests that you complete, sign, date and return the enclosed proxy card without delay in the enclosed postage-paid return envelope, even if you now plan to attend the Meeting. You may revoke your proxy at any time prior to its exercise by delivering written notice or another duly executed proxy bearing a later date to the Secretary of the Company, or by attending the Meeting and voting in person. Important Notice Regarding the Availability of Proxy Materials for the Meeting to be held on June 25, 2024 The proxy statement, proxy card and Annual Report are also available at http://www.dariohealth.com/DH2024Proxy.pdf Stockholders may also obtain additional paper or e-mail copies of these materials at no cost by writing to DarioHealth Corp., 5 Tarshish Street, Caesarea Industrial Park 3088900, Israel, Attention: Secretary. Securities and Exchange Commission rules allow us to furnish proxy materials to our stockholders over the internet. You may also have access to the materials for the Meeting by visiting the website: http://mydario.investorroom.com. You may also cast your vote by visiting www.proxyvote.com if you hold your shares in &ldquo;street name,&rdquo; or www.vstocktransfer.com/proxy if you are a registered stockholder. You may also authorize a proxy to vote your shares over the internet. In order to vote over the internet you must have your stockholder identification number, which is set forth in the Notice of Internet Availability of Proxy Materials mailed to you. You may also request a paper proxy card to submit your vote by mail. If you have any questions regarding the completion of the enclosed proxy card or would like directions to the Meeting, please call +(972)-(4) 770 6377. You may also find directions at http://mydario.investorroom.com/SECFilings. By order of the Board of Directors , /s/ Erez Raphael Erez Raphael Chief Executive Officer Caesarea, Israel May 1, 2024 IMPORTANT: In order to secure a quorum

View Full Filing

View this DEF 14A filing on SEC EDGAR