DarioHealth Seeks Shareholder Approval for Director Re-election, Equity Raises

TL;DR

**DRIO is asking shareholders to rubber-stamp significant past and future share issuances, which screams dilution and could weigh on the stock.**

AI Summary

DarioHealth Corp. (DRIO) is holding its Annual Meeting of Stockholders on January 29, 2026, to address several key proposals. Shareholders will vote on the re-election of seven directors, including CEO Erez Raphael, for a one-year term expiring at the 2027 Annual Meeting. A significant proposal involves the ratification of private placement transactions from December 18, 2024, and January 14, 2025, which saw the conversion of 25,605 shares of Series D, D-1, D-2, and D-3 Preferred Stock into 1,697,843 shares of Common Stock. Additionally, the company seeks to ratify the issuance of up to 679,137 shares of Common Stock as dividends for these preferred shares and 208,754 shares of Common Stock under lock-up agreements related to Series B and C Preferred Stock. The filing also details a proposal to increase the authorized shares under the 2020 Equity Incentive Plan by 500,000 shares and to ratify the issuance of Common Stock from warrants and restricted stock units tied to the February 15, 2024, acquisition of Twill Inc. The Board unanimously recommends a 'FOR' vote on all proposals, including the non-binding advisory resolution on executive compensation and an amendment to the Certificate of Incorporation granting the Board the right to amend bylaws.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines significant equity-related proposals that could impact DRIO's stock structure and dilution. The ratification of the 2024-2025 private placements, involving 1,697,843 common shares and an additional 887,891 shares for dividends and lock-up agreements, signals a substantial increase in outstanding shares, potentially diluting existing shareholder value. The proposed increase of 500,000 shares for the 2020 Equity Incentive Plan could further impact future dilution and executive compensation. For employees, the incentive plan expansion could offer more equity-based compensation, aligning their interests with company performance. Competitively, successful capital raises and a robust incentive plan can help DarioHealth attract and retain talent, supporting its growth strategy in the digital health market against rivals like Teladoc Health and Livongo.

Risk Assessment

Risk Level: medium — The filing indicates a medium risk level due to significant potential dilution from past and proposed equity issuances. The ratification of 1,697,843 shares of Common Stock from preferred stock conversions, plus up to 679,137 dividend shares and 208,754 shares from lock-up agreements, totals over 2.5 million shares. This is substantial compared to the 6,758,412 shares outstanding on the record date. Furthermore, the request to increase the 2020 Equity Incentive Plan by 500,000 shares adds to future dilution potential.

Analyst Insight

Investors should carefully evaluate the dilution impact of the proposed share issuances on their existing holdings and the company's future earnings per share. Consider voting against proposals 3, 4, and 5 if you are concerned about excessive dilution, and assess the long-term growth prospects against this increased share count.

Key Numbers

• 1,697,843 — Common Stock shares (Issued from Series D, D-1, D-2, D-3 Preferred Stock conversion in private placements)
• 679,137 — Common Stock shares (Issuable as dividends to Series D, D-1, D-2, D-3 Preferred Stock)
• 208,754 — Common Stock shares (Issuable as share consideration under lock-up agreements for Series B and C Preferred Stock)
• 500,000 — Shares (Proposed increase to the 2020 Equity Incentive Plan)
• 6,758,412 — Common Stock shares (Outstanding on the Record Date (December 22, 2025))
• 20-for-1 — Reverse stock split (Effected on August 28, 2025)
• December 18, 2024 — Date (Closure of first private placement transaction)
• January 14, 2025 — Date (Closure of second private placement transaction)
• February 15, 2024 — Date (Agreement and Plan of Merger with Twill Inc.)
• January 29, 2026 — Date (Annual Meeting of Stockholders)

Key Players & Entities

• DarioHealth Corp. (company) — Registrant
• Erez Raphael (person) — Chief Executive Officer and Director Nominee
• Hila Karah (person) — Director Nominee
• Dennis Matheis (person) — Director Nominee
• Dennis M. McGrath (person) — Director Nominee
• Yoav Shaked (person) — Director Nominee
• Lawrence Leisure (person) — Director Nominee
• Adam K. Stern (person) — Director Nominee
• Kesselman & Kesselman (company) — Independent registered public accounting firm
• Twill Inc. (company) — Acquired company

FAQ

Industry Context

DarioHealth operates in the digital health sector, focusing on remote patient monitoring and chronic disease management. This industry is characterized by rapid technological advancement, increasing adoption of telehealth solutions, and a growing demand for personalized healthcare. Key trends include the integration of AI and machine learning for data analysis, the expansion of value-based care models, and evolving reimbursement policies for digital health services.

Regulatory Implications

The company's operations are subject to healthcare regulations, including data privacy laws like HIPAA in the US and GDPR in Europe. Compliance with these regulations is critical to avoid significant fines and reputational damage. Furthermore, the issuance of securities is governed by SEC rules and Nasdaq listing requirements, necessitating careful adherence to disclosure and approval processes.

What Investors Should Do

1. Vote 'FOR' the re-election of all seven directors to ensure continuity in leadership and strategy.
2. Vote 'FOR' the ratification of the private placement transactions to approve the conversion of preferred stock and related share issuances, which are crucial for past financing activities.
3. Vote 'FOR' the amendment to the 2020 Equity Incentive Plan to increase authorized shares, supporting future employee and executive compensation and retention.
4. Vote 'FOR' the non-binding advisory resolution on executive compensation ('Say on Pay') to express shareholder sentiment on compensation practices.
5. Vote 'FOR' the amendment to the Certificate of Incorporation to grant the Board the right to amend bylaws, providing operational flexibility.

Key Dates

• 2024-12-18: Closure of first private placement transaction — Marks the initial step in the private placement that led to the conversion of preferred stock into common stock.
• 2025-01-14: Closure of second private placement transaction — Completed the private placement, resulting in further conversion of preferred stock into common stock.
• 2025-02-15: Agreement and Plan of Merger with Twill Inc. — The acquisition of Twill Inc. led to the issuance of shares of Common Stock upon the exercise of warrants and RSUs.
• 2025-08-28: 20-for-1 Reverse Stock Split — Adjusted the number of outstanding shares, impacting per-share metrics and potentially share price perception.
• 2025-12-22: Record Date for Annual Meeting — Determined the stockholders eligible to vote at the January 29, 2026 Annual Meeting.
• 2026-01-29: Annual Meeting of Stockholders — Shareholders will vote on key proposals including director elections, ratification of private placements, equity plan amendments, and executive compensation.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including proposals to be voted on. (This document is the proxy statement for DarioHealth Corp.'s annual meeting, outlining the agenda and providing background for shareholder decisions.)

Preferred Stock

A class of stock that has priority over common stock in terms of dividends and asset distribution in case of liquidation. It often comes with specific rights and conversion privileges. (The conversion of Series D, D-1, D-2, and D-3 Preferred Stock into common stock is a key proposal being ratified.)

Common Stock

The basic form of stock that represents ownership in a corporation and typically carries voting rights. It is subordinate to preferred stock. (The issuance and potential issuance of common stock are central to several proposals, including private placements and equity incentive plans.)

Private Placement

The sale of securities directly to a select group of investors, rather than through a public offering. These are often exempt from SEC registration requirements. (The company is seeking ratification for private placement transactions that resulted in the conversion of preferred stock to common stock.)

Lock-up Agreements

Contracts that restrict the sale of securities for a specified period, typically held by insiders or investors in private placements, to prevent market volatility. (Shares of common stock are to be issued under lock-up agreements related to Series B and C Preferred Stock.)

Equity Incentive Plan

A plan established by a company to grant stock options, restricted stock, or other equity-based awards to employees, directors, or consultants as a form of compensation. (The company proposes to increase the number of shares authorized under its 2020 Equity Incentive Plan.)

Warrants

Securities that give the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. (Shares of common stock are to be issued upon the exercise of warrants related to the Twill Inc. acquisition.)

Restricted Stock Units (RSUs)

A form of equity compensation that grants the recipient shares of stock after a vesting period or upon meeting certain conditions. (Shares of common stock are to be issued upon the exercise of RSUs related to the Twill Inc. acquisition.)

Year-Over-Year Comparison

This DEF 14A filing for the January 29, 2026 meeting follows a period of significant corporate actions, including a reverse stock split effected on August 28, 2025, and the acquisition of Twill Inc. on February 15, 2024. The proposals focus on ratifying past financing activities, including private placements and share issuances related to acquisitions, and adjusting equity incentive plans. Specific financial performance metrics (revenue, net income, margins) are not detailed in this proxy statement, which primarily addresses corporate governance and shareholder voting matters.

Key Financial Figures

• $0.0001 — te of 1,697,843 shares of common stock, $0.0001 par value per share (the " Common Stock

Filing Documents

• tm2533158-3_def14a.htm (DEF 14A) — 862KB
• 0001104659-25-123724.txt ( ) — 1513KB
• drio-20241231.xsd (EX-101.SCH) — 10KB
• drio-20241231_def.xml (EX-101.DEF) — 3KB
• drio-20241231_lab.xml (EX-101.LAB) — 37KB
• drio-20241231_pre.xml (EX-101.PRE) — 2KB
• tm2533158-3_def14a_htm.xml (XML) — 108KB

From the Filing

tm2533158-3_nonfiling - block - 6.6446862s TABLE OF CONTENTS 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 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 TABLE OF CONTENTS DarioHealth Corp. 322 W. 57th St. New York, New York 10019 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held On Thursday, January 29, 2026 You are cordially invited to attend an annual meeting of the stockholders (the " Meeting ") of DarioHealth Corp. (the " Company "), which will be held at 4:00 p.m. (Israel Time) on Thursday, January 29, 2026, at our Israel office, located at 5 Tarshish St., 2 nd Floor, Caesarea Industrial Park, 3088900, Israel. We intend to hold the Meeting for the following purposes: 1. To re-elect Hila Karah, Dennis Matheis, Dennis M. McGrath, Erez Raphael, Yoav Shaked, Lawrence Leisure and Adam K. Stern as directors to serve on the Company's Board of Directors (the " Board ") for a one-year term that expires at the 2027 Annual Meeting of Stockholders, or until their successors are elected and qualified or until their earlier resignation or removal; 2. To ratify the appointment by the Audit Committee of the Board of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; 3. To ratify, for purposes of Nasdaq Listing Rule 5635(d): (i) the conversion of 25,605 shares of the Company's Series D, D-1, D-2 and D-3 Preferred Stock into an aggregate of 1,697,843 shares of common stock, $0.0001 par value per share (the " Common Stock "), which were issued pursuant to private placement transactions that closed on December 18, 2024 and January 14, 2025 (the " Private Placement "); (ii) the issuance of up to 679,137 shares of Common Stock issuable as dividends to the shares of the Company's Series D, D-1, D-2 and D-3 Preferred Stock; and (iii) to approve the issuance of up to 208,754 shares of Common Stock issuable as share consideration provided under the lock up agreements executed between the Company and certain purchasers in the Private Placement that are holders of the Company's various Series B Preferred Stock and various Series C Preferred Stock, pursuant to which the Company agreed to issue additional shares of Common Stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by such purchaser, including dividend shares of Common Stock due upon conversion of these shares into shares of Common Stock; 4. To ratify, for purposes of Nasdaq listing rules 5635(a) and 5635(d), the issuance of shares of our Common Stock upon the exercise of certain pre-funded warrants, warrants and restricted stock units issued in connection with our acquisition of Twill Inc. pursuant to that certain Agreement and Plan of Merger, dated February 15, 2024, among the Company, Twill, Inc. and the other parties thereto; 5. To consider and vote to amend the Company's Amended and Restated 2020 Equity Incentive Plan, as amended (the " 2020 Equity Incentive Plan "), to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan by 500,000 shares; 6. To approve a non-binding advisory resolution regarding the compensation of the Company's named executive officers as described in the accompanying proxy statement; 7. To amend and restate the Company's Certificate of Incorporation granting the Board the right to amend the Company's bylaws; and 8. 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.

View Full Filing

View this DEF 14A filing on SEC EDGAR