Statistik Asas
| CIK | 1533998 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to DarioHealth Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 25, 2025 |
CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION DARIOHEALTH CORP. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF DARIOHEALTH CORP. DarioHealth Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That at a meeting of th |
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| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 25, 2025 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commissi |
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| August 25, 2025 |
DarioHealth Announces 20-to-1 Reverse Stock Split Exhibit 99.1 DarioHealth Announces 20-to-1 Reverse Stock Split NEW YORK, August 25, 2025 – DarioHealth Corp. (Nasdaq: DRIO) (“Dario” or the “Company”), a leader in the global digital health market, today announced that a reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”) at a ratio of 20-for-1 is expected to be implemented at |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37704 |
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| August 12, 2025 |
Certificate of Amendment to the Company’s Certificate of Incorporation, dated August 8, 2025 Exhibit 3.1 Delaware Page 1 The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “DARIOHEALTH CORP.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF AUGUST, A.D. 2025, AT 10:36 O`CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE |
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| July 31, 2025 |
As filed with the Securities and Exchange Commission on July 31, 2025 As filed with the Securities and Exchange Commission on July 31, 2025 Registration No. |
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| July 31, 2025 |
Calculation of Filing Fee Tables S-3 DarioHealth Corp. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Fi |
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| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 23, 2025 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission |
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| July 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 10, 2025 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission |
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| June 4, 2025 |
DarioHealth Corp. 322 W. 57th St. #33B New York, New York 10019 DarioHealth Corp. 322 W. 57th St. #33B New York, New York 10019 June 4, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: DarioHealth Corp. (CIK: 0001533998) Registration Statement No. 333-287615 on Form S-3 (the “Registration Statement”), as amended Ladies and Gentlemen: DarioHealth Corp. (the “Registrant”) hereby request |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report DarioHealth Corp. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 322 W 57th St, #33B New York, New York 10019 (Address of principal executive o |
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| May 30, 2025 |
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 |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 23, 2025 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission |
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| May 29, 2025 |
Exhibit 3.2 THIRD AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B-1 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issu |
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| May 29, 2025 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the |
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| May 29, 2025 |
Form of Amended and Restated Lock-Up Agreement Exhibit 10.1 AMENDED AND RESTATED LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of May , 2025, between DarioHealth Corp., a Delaware corporation (the “Company”), and each holder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”). Each of the Company and the Ho |
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| May 28, 2025 |
As filed with the Securities and Exchange Commission on May 28, 2025 As filed with the Securities and Exchange Commission on May 28, 2025 Registration No. |
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| May 28, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) DarioHealth Corp. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share (1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.0001 par value per s |
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| May 21, 2025 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance of |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 20, 2025 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission |
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| May 21, 2025 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C-1 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance o |
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| May 21, 2025 |
Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C-2 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance o |
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| May 20, 2025 |
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 |
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| May 14, 2025 |
Amendment to Offer Letter dated May 29, 2024, by and between DarioHealth Corp. and Steven Nelson. Exhibit 10.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DARIO HEALTH CORP. IF PUBLICLY DISCLOSED. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT. DARIOHEALTH CORP. August 25, 2024 Mr. Steven Nelson 117 Summer Place Gibsonia, PA 15044 Re: Amendment to Offer of Employ |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3770 |
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| May 6, 2025 |
Exhibit 10.1 Execution Version CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) is the type that DARIOHEALTH CORP. treats as private or confidential. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT. CREDIT AGREEMENT among DarioHEALTH CORP. as Borrower, Callodine Commercial Finance, LLC, as Agent, Sole Lead Arra |
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| May 6, 2025 |
Exhibit 4.1 EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) is the type that DARIOHEALTH CORP. treats as private or confidential. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT. THIS WARRANT AND THE SECURITIES ISSUED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AME |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 6, 2025 (April 30, 2025) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporati |
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| April 28, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 28, 2025 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commissio |
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| April 21, 2025 |
Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) is the type that DARIOHEALTH CORP. treats as private or confidential. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT. Termination of Employment and Separation Agreement Between: LabStyle Innovation Ltd., No. 514668466 (the "Company") And: Zvi Ben Da |
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| April 21, 2025 |
Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) is the type that DARIOHEALTH CORP. treats as private or confidential. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT. PERSONAL EMPLOYMENT AGREEMENT THIS PERSONAL EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this April 17, 2025 by |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 18, 2025 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commissio |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 18, 2025 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commissio |
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| March 14, 2025 |
Exhibit 16.1 Kost Forer Gabbay & Kasierer 144 Menachem Begin Road, Building A, Tel-Aviv 6492102, Israel Tel: +972-3-6232525 Fax: +972-3-5622555 ey.com Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read item 4.01 of Form 8-K dated March 13, 2025, of DarioHealth Corp. and are in agreement with the statements contained in the third and fourth paragr |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 12, 2025 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commissio |
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| March 10, 2025 |
Redemption Agreement by and between DarioHealth Corp. and Richard Allan Anderson dated June 9, 2022. Exhibit 10.23 REDEMPTION AGREEMENT This Redemption Agreement, effective as of June 9, 2022 (this “Agreement”), is entered into by and between Richard Allan Anderson (“Executive”) and DarioHealth Corp. (“Dario”). WHEREAS, pursuant to that certain Restricted Stock Award Agreements, dated as of January 19, 2021 and July 18, 2021, respectively (collectively, the “Restricted Stock Agreements”) issued p |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37704 DARIOHEAL |
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| March 10, 2025 |
List of Subsidiaries of the Company Exhibit 21.1 Subsidiaries of the Registrant Labstyle Innovation Ltd., an Israeli company PsyInnovations Inc., a Delaware company DarioHealth India Services Pvt. Ltd., an Indian company Twill, Inc., a Delaware company Twill ISR Ltd., an Israeli company |
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| March 10, 2025 |
Exhibit 19.1 Insider Trading Compliance Manual DarioHealth Corp. Adopted March 5, 2013, Updated February 19, 2025 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, attorneys, advisors and other related persons, the Board of Directors (the “Board”) of DarioHealth Corp., a Delaware corporation (the “Company”) has adopt |
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| March 10, 2025 |
Exhibit 4.11 AMENDMENT NO. 2 TO WARRANT TO PURCHASE SHARES OF STOCK OF DARIOHEALTH CORP. THIS AMENDMENT NO. 2 TO WARRANT TO PURCHASE SHARES OF STOCK OF DARIOHEALTH CORP. is made as of February [], 2024, by and between AVENUE VENTURE OPPORTUNITIES FUND II, L.P., (“Holder”) and DARIOHEALTH CORP., a Delaware corporation (the “Company”). WHEREAS, Holder is the holder of that certain Warrant to Purchas |
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| March 10, 2025 |
Exhibit 4.12 AMENDMENT NO. 3 TO WARRANT TO PURCHASE SHARES OF STOCK OF DARIOHEALTH CORP. THIS AMENDMENT NO. 3 TO WARRANT TO PURCHASE SHARES OF STOCK OF DARIOHEALTH CORP. is made as of December 17, 2024, by and between AVENUE VENTURE OPPORTUNITIES FUND, L.P., (“Holder”) and DARIOHEALTH CORP., a Delaware corporation (the “Company”). WHEREAS, Holder is the holder of that certain Warrant to Purchase S |
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| March 10, 2025 |
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 x 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 Ru |
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| March 10, 2025 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the securities of DarioHealth Corp. (the “Company”) is a summary only and pertains to the Company’s common stock and preferred stock, which are the Company’s only securities registered under Section 12 of the Securities Exchange Act of 1934, a |
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| February 28, 2025 |
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 x Filed by a Party other than the Registrant ¨ Check the Appropriate Box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru |
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| February 27, 2025 |
Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT DARIOHEALTH CORP. TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT. DarioHealth Corp. February 27, 2025 Near Water Growth LLC [***] Re: Second Amendment to Consulting Agreement dated September 3, 202 |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 24, 2025 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commis |
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| February 27, 2025 |
Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT DARIOHEALTH CORP. TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT. DarioHealth Corp. June 5, 2023 NearWater Growth, LLC Re: Amendment to Consulting Agreement dated September 3, 2021 Dear Sir: Refere |
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| February 27, 2025 |
Consulting Agreement by and between the Company and NearWater Growth, LLC, dated September 3, 2021. Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT DARIOHEALTH CORP. TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT. CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is effective as of September 3rd, 2021 (the “Effective Date”) by |
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| February 27, 2025 |
Exhibit 99.1 DarioHealth Appoints Healthcare Industry Leader Larry Leisure to Board of Directors Healthcare innovator and former Accenture executive brings deep industry relationships to advance Dario's AI-driven chronic care platform NEW YORK, Feb. 27, 2025 - DarioHealth Corp. (Nasdaq: DRIO) (“Dario” or the “Company”), a leader in AI-driven digital health solutions, today announced the appointmen |
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| January 22, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 21, 2025 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commiss |
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| January 22, 2025 |
Exhibit 99.1 DarioHealth Announces $25.6M Private Placement Positioning the Company to Execute on Strategy Aiming to Reach Operational Cash Flow Positive Run Rate by the End of 2025 · Significant participation from existing shareholders and accredited healthcare investors, which the company believes underscores confidence in its strategy · Financing supports execution of long-term growth initiativ |
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| January 17, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) DarioHealth Corp. |
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| January 17, 2025 |
As filed with the Securities and Exchange Commission on January 17, 2025 As filed with the Securities and Exchange Commission on January 17, 2025 Registration No. |
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| January 10, 2025 |
Certificate of Designation of Preferences, Rights and Limitations of Series D-2 Preferred Stock. Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D-2 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance of Five Million (5,000 |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 7, 2025 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commissi |
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| January 10, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 7, 2025, by and among DarioHealth Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condition |
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| January 10, 2025 |
Certificate of Designation of Preferences, Rights and Limitations of Series D-3 Preferred Stock. Exhibit 3.2 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D-3 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance of Five Million (5,000 |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 16, 2024 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commis |
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| December 18, 2024 |
Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance of Five Million (5,000,0 |
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| December 18, 2024 |
Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Preferred Stock Exhibit 3.2 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D-1 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance of Five Million (5,000 |
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| December 18, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 16, 2024, by and among DarioHealth Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi |
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| December 18, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 18, 2024 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commis |
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| December 18, 2024 |
Exhibit 10.2 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of 16, 2024, between DarioHealth Corp., a Delaware corporation (the “Company”), and each holder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”). Each of the Company and the Holders may be individually referred to herein |
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| December 18, 2024 |
Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO DARIOHEALTH CORP. IF PUBLICLY DISCLOSED. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT. THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND SUPPLEMENT This Third Amendment to Loan and Security Agreement and Sup |
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| December 13, 2024 |
DRIO / DarioHealth Corp. / Tasso Partners, LLC - SC 13G Passive Investment SC 13G 1 tm2431073d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 DarioHealth Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23725P209 (CUSIP Number) November 4, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| December 13, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 tm2431073d1ex-1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint fi |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| October 24, 2024 |
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 x 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 Ru |
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| September 20, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 16, 2024 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commi |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 11, 2024 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commi |
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| September 13, 2024 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B-3 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the iss |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37704 |
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| August 8, 2024 |
Exhibit 4.1 AMENDMENT NO. 2 TO WARRANT TO PURCHASE SHARES OF STOCK OF DARIOHEALTH CORP. THIS AMENDMENT NO. 2 TO WARRANT TO PURCHASE SHARES OF STOCK OF DARIOHEALTH CORP. is made as of February [ ], 2024, by and between [AVENUE VENTURE OPPORTUNITIES FUND, L.P./ AVENUE VENTURE OPPORTUNITIES FUND II, L.P.], (“Holder”) and DARIOHEALTH CORP., a Delaware corporation (the “Company”). WHEREAS, Holder is th |
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| July 5, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) DarioHealth Corp. |
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| July 5, 2024 |
As filed with the Securities and Exchange Commission on July 5, 2024 As filed with the Securities and Exchange Commission on July 5, 2024 Registration No. |
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| June 28, 2024 |
Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B-1 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the iss |
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| June 28, 2024 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issua |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 25, 2024 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission |
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| June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 25, 2024 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 5, 2024 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission |
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| June 5, 2024 |
Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO DARIOHEALTH CORP. IF PUBLICLY DISCLOSED. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT. DARIOHEALTH CORP. May 29, 2024 Mr. Steven Nelson 117 Summer Place Gibsonia, PA 15044 Re: Offer of Employment Dear Mr. Nel |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3770 |
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| May 6, 2024 |
DarioHealth Corp. 322 W. 57th St. #33B New York, New York DarioHealth Corp. 322 W. 57th St. #33B New York, New York May 6, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: DarioHealth Corp. (CIK: 0001533998) Registration Statement No. 333-278865 on Form S-3 (the “Registration Statement”), as amended Ladies and Gentlemen: DarioHealth Corp. (the “Registrant”) hereby requests accel |
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| May 3, 2024 |
As filed with the Securities and Exchange Commission on May 3, 2024 As filed with the Securities and Exchange Commission on May 3, 2024 Registration No. |
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| May 1, 2024 |
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 x 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 Ru |
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| April 22, 2024 |
Exhibit 99.1 TWILL INC. (formerly – Happify Inc.) CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 U.S. DOLLARS IN THOUSANDS INDEX Page Report of Independent Auditors 2 Consolidated Balance Sheets 4 Consolidated Statements of Comprehensive Loss 6 Consolidated Statements of Changes in Convertible Shares and Stockholders' Deficit 7 Consolidated Statements of Cash Flows 8 Notes to Consolidat |
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| April 22, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) DarioHealth Corp. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.0001 par value per sh |
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| April 22, 2024 |
As filed with the Securities and Exchange Commission on April 22, 2024 As filed with the Securities and Exchange Commission on April 22, 2024 Registration No. |
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| April 22, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 22, 2024 (February 15, 2024) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incor |
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| April 22, 2024 |
DARIOHEALTH CORP. Unaudited Pro Forma Condensed Combined Financial Information Exhibit 99.2 DARIOHEALTH CORP. Unaudited Pro Forma Condensed Combined Financial Information Introduction On February 15, 2024 (the “Closing Date”, "Effective Time"), DarioHealth Corp., (the “Parent”, “Company”, "Dario"), TWILL Merger Sub, Inc. (“Merger Sub”), Twill, Inc. (“Twill”) and Bilal Khan, solely in his capacity as the representatives of Twill’s stockholders and other equity holders, entere |
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| April 19, 2024 |
Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF DARIOHEALTH CORP. (a Delaware Corporation) (adopted effective as of April 16, 2024) ARTICLE 1 OFFICES SECTION 1.1. Principal Office. The principal offices of the DarioHealth Corp., a Delaware corporation (the “Corporation”) shall be in such location as the Board of Directors of the Corporation (the “Board of Directors”) may determine. SECTION 1.2. Other O |
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| April 19, 2024 |
Amended and Restated Bylaws as amended on April 16, 2024 (marked). Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF DARIOHEALTH CORP. (a Delaware Corporation) (adopted effective as of July 8, 2021 April 16, 2024) ARTICLE 1 OFFICES SECTION 1.1. Principal Office. The principal offices of the DarioHealth Corp., a Delaware corporation (the “Corporation”) shall be in such location as the Board of Directors of the Corporation (the “Board of Directors”) may determine. SECTION |
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| April 19, 2024 |
Up to $21,000,000 Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-260439 SUPPLEMENT NO. 1 TO PROSPECTUS DATED NOVEMBER 12, 2021 (to Prospectus dated November 12, 2021) Up to $21,000,000 Common Stock This prospectus supplement updates and amends certain information contained on the cover page of the prospectus, dated November 12, 2021, or the ATM Prospectus, relating to the offer and sale of shares of our comm |
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| April 19, 2024 |
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 x Filed by a Party other than the Registrant ¨ Check the Appropriate Box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 16, 2024 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commissio |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 4, 2024 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission |
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| April 5, 2024 |
Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of April 4, 2024, by and between Zvi Ben-David (the “Executive”) and LabStyle Innovation Ltd. (the “Company”). Each of the Company and the Executive shall be referred to collectively as the “Parties” and individually as a “Party.” WHEREAS, the Company and the Executive entered into an |
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| March 28, 2024 |
Redemption Agreement by and between DarioHealth Corp. and Richard Allan Anderson dated June 9, 2022. Exhibit 10.23 REDEMPTION AGREEMENT This Redemption Agreement, effective as of June 9, 2022 (this “Agreement”), is entered into by and between Richard Allan Anderson (“Executive”) and DarioHealth Corp. (“Dario”). WHEREAS, pursuant to that certain Restricted Stock Award Agreements, dated as of January 19, 2021 and July 18, 2021, respectively (collectively, the “Restricted Stock Agreements”) issued p |
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| March 28, 2024 |
List of Subsidiaries of the Company Exhibit 21.1 Subsidiaries of the Registrant Labstyle Innovation Ltd., an Israeli company PsyInnovations Inc., a Delaware company DarioHealth India Services Pvt. Ltd., an Indian company Twill, Inc., a Delaware company |
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| March 28, 2024 |
Exhibit 10.35 PERSONAL EMPLOYMENT AGREEMENT THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this February 16, 2024 by and between LabStyle Innovation Ltd., a company incorporated under the laws of the State of Israel, with its offices at HaTochen 8, Cesarea Industrial Park, 3088900, Israel (the “Company”), and Employee Tomer Ben Kiki (Israeli I.D. 024956120) residing |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37704 DARIOHEAL |
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| March 28, 2024 |
Exhibit 10.24 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (the “ Agreement ”) is made as of the 20th day of September 2022, by and between DarioHealth Corp., a Delaware corporation (the “ Company ”), and the investor signatory hereto (the “ Investor ”). WHEREAS , the Investor was issued shares of Series A-1 Convertible Preferred Stock (“Preferred Stock”) of the Company pursuant to a subscription agreeme |
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| March 28, 2024 |
Exhibit 97.1 DARIOHEALTH CORP. (the “Company”) CLAWBACK POLICY Effective as of October 30, 2023 Background The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Bo |
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| March 28, 2024 |
Personal Employment Agreement, dated February 16, 2024, between DarioHealth Corp. and Tomer Ben-Kiki Exhibit 10.34 DARIOHEALTH CORP. February 16, 2024 Tomer Ben Kiki Dear Tomer, I am pleased to offer you employment with Dario Health ( “Company”) in the position of COO and you will report to the CEO. This letter confirms our offer of employment and includes details on the financial arrangements. Your employment with the Company will commence on February 16, 2024. For your services for the Company, |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 1, 2024 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission |
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| February 22, 2024 |
Exhibit 99.1 A Comprehensive, User-Centric Digital Health Platform DarioHealth Corp. + Feb 21st, 2024 2 01 This presentation of DarioHealth Corp. (“Dario”, the “Company”, “we” and “our”) and statements of our management or agents related thereto contain or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements which |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 22, 2024 (February 22, 2024) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of in |
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| February 21, 2024 |
Exhibit 10.5 AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENT THIS AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENT, dated as of January 31, 2024 (this “Amendment”), is by and between DarioHealth Corp., a Delaware corporation (the “Company”) and Aegis Capital Corp., a New York corporation (the “Placement Agent”), a registered broker-dealer and member of the Financial Industry Regulatory Authority. W I T |
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| February 21, 2024 |
Exhibit 99.1 A Comprehensive, User-Centric Digital Health Platform DarioHealth Corp. + Feb 21st, 2024 2 01 This presentation of DarioHealth Corp. (“Dario”, the “Company”, “we” and “our”) and statements of our management or agents related thereto contain or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements which |
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| February 21, 2024 |
Exhibit 3.3 FORM OF CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C-2 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance of Five Millio |
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| February 21, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| February 21, 2024 |
Exhibit 10.2 EXECUTION VERSION LOCK-UP/LEAK-OUT AGREEMENT THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of February, 2024, between DarioHealth Corp., a Delaware corporation (the “Company”), Titan Trust 2024 I, a Delaware statutory trust (the “Trust”), and WhiteHawk Capital Partners LP, a Delaware limited partnership (“WhiteHawk”). Each of the Company |
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| February 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 21, 2024 (February 15, 2024) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of in |
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| February 21, 2024 |
Exhibit 10.6 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND SUPPLEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND SUPPLEMENT (this “Amendment”) is dated as of February 15, 2024, and is entered into by and among DARIOHEALTH CORP., a Delaware corporation (“Parent”), PSYINNOVATIONS, INC., a Delaware corporation (together with Parent, each individually, a “Borrower,” and collectively, |
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| February 21, 2024 |
Exhibit 4.2 Warrant Certificate No. PAW- NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATIO |
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| February 21, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) DarioHealth Corp. |
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| February 21, 2024 |
Form of Stock Option Agreement Exhibit 99.1 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the “Agreement”) and the associated grant award information (the “Customizing Information”), is made and entered into as of the “Grant Date” specified in the Customizing Information included hereto at Exhibit A (the “Grant Date”), by and between DarioHealth Corp., a Delaware corporation (the “Corporation”), and the individual identif |
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| February 21, 2024 |
As filed with the Securities and Exchange Commission on February 21, 2024 As filed with the Securities and Exchange Commission on February 21, 2024 Registration No. |
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| February 21, 2024 |
Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February , 2024, by and among DarioHealth Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condition |
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| February 21, 2024 |
Exhibit 10.4 PLACEMENT AGENCY AGREEMENT December 28, 2023 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Re: DarioHealth Corp. Ladies and Gentlemen: This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Aegis Capital Corp., a New York corporation (“Aegis” or “Placement Agent”), a registered broker-dealer and member of the Financial Industry R |
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| February 21, 2024 |
Exhibit 99.2 Dario acquires Twill creating one of the most comprehensive digital health platform across the most prevalent chronic conditions Expecting nearly doubling Dario’s pro forma revenues in 2023 Acquisition is immediately accretive to revenue and gross margins and expected to accelerate path to profitability Concurrent with the acquisition Dario prices $22.4 million equity financing Compan |
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| February 21, 2024 |
Exhibit 10.1 February 15, 2024 AGREEMENT AND PLAN OF MERGER among DARIOHEALTH CORP., TWILL MERGER SUB, INC., TWILL, INC., and BILAL KHAN, solely in his capacity as HOLDERS’ REPRESENTATIVE February 15, 2024 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS; CONSTRUCTION 2 1.01 Certain Definitions 2 1.02 Terms Defined Elsewhere in this Agreement 13 ARTICLE II THE CONTEMPLATED TRANSACTIONS 15 2.01 |
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| February 21, 2024 |
Exhibit 3.1 FORM OF CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance of Five Million |
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| February 21, 2024 |
Exhibit 3.2 FORM OF CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C-1 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance of Five Millio |
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| February 14, 2024 |
DRIO / DarioHealth Corp. / Nantahala Capital Management, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* DarioHealth Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23725P209 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 6, 2024 |
DRIO / DarioHealth Corp. / Y.D. More Investments Ltd - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2)* DarioHealth Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23725P209 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file |
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| January 19, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) DarioHealth Corp. |
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| January 19, 2024 |
As filed with the Securities and Exchange Commission on January 19, 2024 As filed with the Securities and Exchange Commission on January 19, 2024 Registration No. |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 11, 2023 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commis |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| October 26, 2023 |
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 x 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 Ru |
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| October 17, 2023 |
Exhibit 99.1 Investors Day DarioHealth Corp. Nasdaq | DRIO | October 17th, 2023 01 This presentation of DarioHealth Corp. (“Dario”, the “Company”, “we” and “our”) and statements of our management or agents related thereto contain or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements which are not historical refl |
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| October 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 17, 2023 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commiss |
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| October 16, 2023 |
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 x Filed by a Party other than the Registrant ¨ Check the Appropriate Box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru |
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| September 8, 2023 |
DRIO / DarioHealth Corp / Kershner Trading Americas,LLC - SIGNED COPY Passive Investment begin 644 ktadrio13ga.pdf M)5!$1BTQ+C0-"B5 4$1&,#$R,S0U-C7-T96T@26UA9V4@0V]N=F5R3YF9F9F9F9F9F7P>+9F9F9F9F4I*F9F9F9F9F9F9F4I*2DJ9F9E* M2DI*2DI*2DI*]T ! !G\ $0@(6 9P P$B (1 0,1 ?$ :( $% 0$! M 0$! ! @,$!08'" D*"Q @$# P($ P4%! 0 %] 0(# 01 M!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T? D,V)R@@D*%A<8&1HE)B7J#A(6&AXB) MBI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9 MVN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ 0 # 0$ |
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| September 8, 2023 |
DRIO / DarioHealth Corp / Kershner Trading Americas,LLC - FILING Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* DarioHealth Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 23725P209 (CUSIP Number) September 8, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37704 |
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| August 10, 2023 |
Exhibit10.1 AMENDED AND RESTATED EXCLUSIVE PREFERRED PARTNER, CO-PROMOTION, DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT THIS AMENDED AND RESTATED COLLABORATION AGREEMENT (this “Agreement”) is made and entered into as of July 10, 2023 (the “Restatement Date”), by and between Sanofi US Services, Inc., a Delaware corporation, with a place of business located at Head Office 55 Corporate Drive, Bri |
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| July 24, 2023 |
Exhibit 99.1 Dario Launches Agreement with Large Regional Health Plan and Announces Preliminary Results for Second Quarter of 2023 as well as Business Update New account is set to launch in July 2023 for eligible members New York, N.Y. – July 24, 2023 - DarioHealth Corp. (Nasdaq: DRIO) (“Dario” or the “Company”), a leader in the global digital health market, announced today a new agreement with a |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 24, 2023 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission |
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| July 12, 2023 |
DarioHealth Corp. 18 W. 18th St, 5th Floor New York, New York 10011 DarioHealth Corp. 18 W. 18th St, 5th Floor New York, New York 10011 July 12, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: DarioHealth Corp. (CIK: 0001533998) Registration Statement No. 333-273019 on Form S-3 (the “Registration Statement”), as amended Ladies and Gentlemen: DarioHealth Corp. (the “Registrant”) hereby re |
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| July 10, 2023 |
As filed with the Securities and Exchange Commission on July 10, 2023 As filed with the Securities and Exchange Commission on July 10, 2023 Registration No. |
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| June 29, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) DarioHealth Corp. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.0001 par value per sh |
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| June 29, 2023 |
As filed with the Securities and Exchange Commission on June 29, 2023 Registration No. |
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| June 20, 2023 |
Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B-2 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance o |
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| June 20, 2023 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B-1 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance o |
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| June 20, 2023 |
Exhibit 4.1 AMENDMENT NO. 1 TO WARRANT This AMENDMENT NO. 1 TO PRE-FUNDED WARRANT (this “Amendment”) is effective as of June 14, 2023 by and between DarioHealth Corp., a Delaware corporation (the “Company”) and the holders of certain Warrants (as herein defined) as set forth on Appendix A annexed hereto (the “Holder”). Each of the Company and the Holder shall be referred to collectively as t |
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| June 20, 2023 |
Exhibit 3.4 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B-3 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance o |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 14, 2023 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission |
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| June 20, 2023 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance of |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report DarioHealth Corp. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 18 W. 18th St, 5th Floor New York, New York 10011 (Address of principal execut |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3770 |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 5, 2023 (May 1, 2023) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdicti |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 5, 2023 (May 1, 2023) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) |
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| May 5, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May 1, 2023, by and among DarioHealth Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions se |
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| May 5, 2023 |
Exhibit 10.3 AGREEMENT This AGREEMENT (the “ Agreement ”) is made as of the day of May 2023, by and between DarioHealth Corp., a Delaware corporation (the “Company ”), and the investor signatory hereto (the “Investor ”). WHEREAS , the Investor was issued shares of Series A-1 Convertible Preferred Stock (“Preferred Stock”) of the Company pursuant to a subscription agreement entered into on N |
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| May 5, 2023 |
Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May 5, 2023, by and among DarioHealth Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions se |
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| May 5, 2023 |
Exhibit 99.1 DarioHealth Announces $14.3 Million Private Placement Newly designated convertible preferred stock priced at the market under Nasdaq rules with significant participation by select members of leadership, the Board and existing investors Company also announces refinancing of $25 million borrowed funds, saving approximately $6 million in annual amortization payments Proforma cash balance |
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| May 5, 2023 |
EX-3.1 2 tm2314673d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company author |
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| May 5, 2023 |
Exhibit 3.4 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B-3 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance of Five Million (5,000 |
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| May 5, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 5, 2023 |
Exhibit 10.2 LOAN AND SECURITY AGREEMENT Dated as of May 1, 2023 between DARIOHEALTH CORP., a Delaware corporation (“Company”), PSYINNOVATIONS, INC., a Delaware corporation as a borrower (together with Company, each individually, a “Borrower”, and collectively, “Borrower”) LABSTYLE INNOVATION LTD., an Israeli private company, Company #514668466 (“Guarantor” or “Israeli Subsidiary”) and AVENUE VENT |
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| May 5, 2023 |
Exhibit 3.2 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B-1 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance of Five Million (5,000 |
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| May 5, 2023 |
Exhibit 3.3 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B-2 PREFERRED STOCK OF DARIOHEALTH CORP. It is hereby certified that: 1. The name of the Company (hereinafter called the “Company”) is DarioHealth Corp., a Delaware corporation. 2. The Certificate of Incorporation (the “Certificate of Incorporation”) of the Company authorizes the issuance of Five Million (5,000 |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 10, 2023 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commissio |
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| March 9, 2023 |
List of Subsidiaries of the Company Exhibit 21.1 Subsidiaries of the Registrant Labstyle Innovation Ltd., an Israeli company PsyInnovations Inc., a Delaware company DarioHealth India Services Pvt. Ltd., an Indian company |
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| March 9, 2023 |
Redemption Agreement by and between DarioHealth Corp. and Richard Allan Anderson dated June 9, 2022. Exhibit 10.23 REDEMPTION AGREEMENT This Redemption Agreement, effective as of June 9, 2022 (this “Agreement”), is entered into by and between Richard Allan Anderson (“Executive”) and DarioHealth Corp. (“Dario”). WHEREAS, pursuant to that certain Restricted Stock Award Agreements, dated as of January 19, 2021 and July 18, 2021, respectively (collectively, the “Restricted Stock Agreements”) issued p |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37704 DARIOHEAL |
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| March 9, 2023 |
Exhibit 10.24 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (the “ Agreement ”) is made as of the 20th day of September 2022, by and between DarioHealth Corp., a Delaware corporation (the “ Company ”), and the investor signatory hereto (the “ Investor ”). WHEREAS , the Investor was issued shares of Series A-1 Convertible Preferred Stock (“Preferred Stock”) of the Company pursuant to a subscription agreeme |
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| February 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 22, 2023 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commis |
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| February 24, 2023 |
Exhibit 99.1 Dario Appoints Industry Veteran Jon Kaplan to Board Mr. Kaplan brings a wealth of experience in business strategy specifically in healthcare and digital health New York, N.Y. – February 23, 2023 - DarioHealth Corp. (Nasdaq: DRIO)(the “Company”), a leader in the global digital therapeutics (DTx) market, announced today the appointment of Jon Kaplan to serve as a board member effective |
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| February 14, 2023 |
DRIO / DarioHealth Corp / Nantahala Capital Management, LLC - SC 13G/A Passive Investment SC 13G/A 1 tm236168d35sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* DarioHealth Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23725P209 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check |
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| February 14, 2023 |
DRIO / DarioHealth Corp / Phoenix Holdings Ltd. - SC 13G/A Passive Investment SC 13G/A 1 zk2329233.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* DarioHealth Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23725P209 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the app |
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| February 14, 2023 |
SC 13G/A 1 dariohealth13ga2-123122.htm AMENDMENT NO. 2 TO THE SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* DarioHealth Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23725P209 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of t |
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| February 13, 2023 |
DRIO / DarioHealth Corp / Y.D. More Investments Ltd - SC 13G/A Passive Investment SC 13G/A 1 zk2329192.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* DarioHealth Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23725P209 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 13, 2023 |
DRIO / DarioHealth Corp / Clal Insurance Enterprises Holdings Ltd - SC 13G/A Passive Investment SC 13G/A 1 zk2329178.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 DARIOHEALTH CORP. (Name of Issuer |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 31, 2023 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commiss |
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| February 6, 2023 |
Exhibit 99.2 1 DARIOHEALTH CORP. Nasdaq | DRIO February 2023 A Comprehensive, User - Centric Digital Health Platform 01 Forward Looking Statement This presentation of DarioHealth Corp. (the Company ” ) and statements of our management or agents related thereto contain or may contain forward - looking statements within the meanin g of the Private Securities Litigation Reform Act of 1995 (the “ |
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| February 6, 2023 |
Exhibit 99.1 DarioHealth Announces Preliminary Fourth Quarter and Full Year 2022 Operating Results Preliminary Results demonstrate success in B2C to B2B transformation Total revenue for the year is expected to be $27.5 million compared to $20.5 million in 2021. B2B expected to represent approximately 60% of revenue in 2022 versus 4% in 2021 Continued improvement of Company’s financial profile, red |
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| January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 23, 2023 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commiss |
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| January 27, 2023 |
Exhibit 10.1 Termination of Employment and Separation Agreement Between: LabStyle Innovation Ltd., No. 514668466 (the "Company") And: Dror Bacher, I.D. No. 32068470 (the "Employee") WHEREAS: The Employee is employed by the Company as of November 1, 2013 (the "Commencement Date"), all in accordance with the provisions of the employment agreement dated September 22, 2013, as was |
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| January 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 9, 2023 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commissi |
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| January 9, 2023 |
DarioHealth Corp. 18 W. 18th St, 5th Floor New York, New York 10011 DarioHealth Corp. 18 W. 18th St, 5th Floor New York, New York 10011 January 9, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: DarioHealth Corp. (CIK: 0001533998) Registration Statement No. 333-269092 on Form S-3 (the “Registration Statement”) Ladies and Gentlemen: DarioHealth Corp. (the “Registrant”) hereby requests acc |
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| January 6, 2023 |
As filed with the Securities and Exchange Commission on January 6, 2023 As filed with the Securities and Exchange Commission on January 6, 2023 Registration No. |
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| January 6, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) DarioHealth Corp. |
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| December 30, 2022 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) DarioHealth Corp. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.0001 par value per sh |
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| December 30, 2022 |
As filed with the Securities and Exchange Commission on December 30, 2022 S-3 1 tm2233594d1s3.htm FORM S-3 As filed with the Securities and Exchange Commission on December 30, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DARIOHEALTH CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation or org |
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| December 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 7, 2022 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commiss |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 14, 2022 |
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 x 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 Ru |
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| October 3, 2022 |
Shareholder Director Nominations UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 3, 2022 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commissi |
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| August 15, 2022 |
2 *Business to Business to Consumer Exhibit 99.2 2 *Business to Business to Consumer * Direct to Consumer * Non - GAAP OPEX ? excluding stock - based compensation, earn - out revaluation, amortization of acquisition related expenses and depreciation ** Non - GAAP Operating Loss ? excluding stock - based compensation, earn - out revaluation, amortization of acquisition related expenses and depreciation *** Burn rate presents cash use |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 15, 2022 |
? Exhibit 4.1 [FORM OF] WARRANT CERTIFICATE THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT |
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| August 15, 2022 |
DarioHealth Reports Second Quarter 2022 Financial and Operating Results Exhibit 99.1 DarioHealth Reports Second Quarter 2022 Financial and Operating Results ? Q2 revenue of 6.2 million, a 17.5% increase from the $5.3 million of the second quarter of 2021. Six-month year-to-date revenue totaled $14.2 million, a 60.8% increase over the first six months of 2021 ? $55 million in total commercial contract value reflecting continued strong momentum across Business-to-Busine |
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| August 15, 2022 |
? Exhibit 10.1 Execution Version ? ? ? AGREEMENT AND PLAN OF MERGER among DARIOHEALTH CORP., WF MERGER SUB, INC., PSYINNOVATIONS, INC., and JONATHAN WHITCHER AND BRIAN BRANSON, solely in their capacity as HOLDERS? REPRESENTATIVE May 15, 2021 ? ? ? ? TABLE OF CONTENTS ? ? ? ? ? Page ? ? ? ARTICLE I CERTAIN DEFINITIONS; CONSTRUCTION 2 1.01 Certain Definitions 2 1.02 Terms Defined Elsewhere in this A |
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| August 15, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 15, 2022 DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commissi |
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| August 15, 2022 |
Exhibit 10.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (this ?Amendment?) is made and entered into as of July 7, 2022, by and among DarioHealth Corp., a Delaware corporation (?Parent?), and Jonathan Whitcher and Brian Branson, in their capacities as the representatives (the ?Holders? Representative?) of the former equity holders of PsyInnovations, Inc |
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| July 25, 2022 |
DRIO / DarioHealth Corp / Y.D. More Investments Ltd - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* DarioHealth Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23725P209 (CUSIP Number) February 28, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| July 25, 2022 |
Joint Filing Agreement by and among the Reporting Persons. Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of DarioHealth Corp. |
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| July 11, 2022 |
DarioHealth Corp. 18 W. 18th St, 5th Floor New York, New York 10011 DarioHealth Corp. 18 W. 18th St, 5th Floor New York, New York 10011 July 11, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: DarioHealth Corp. (CIK: 0001533998) Registration Statement No. 333-265992 on Form S-3 (the ?Registration Statement?) Ladies and Gentlemen: DarioHealth Corp. (the ?Registrant?) hereby requests accel |
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| July 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) DarioHealth Corp. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.0001 par value per sh |
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| July 1, 2022 |
As filed with the Securities and Exchange Commission on July 1, 2022 As filed with the Securities and Exchange Commission on July 1, 2022 Registration No. |
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| June 13, 2022 |
Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT, dated as of June 9, 2022 (as amended, supplemented or otherwise modified from time to time, this ?Security Agreement?), is made by DARIOHEALTH CORP., a Delaware corporation (the ?Borrower?), LabStyle Innovation Ltd., an Israeli company, Upright Technologies Ltd., an Israeli company, Upright Technologies Inc., a Delaware |
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| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 13, 2022 (June 9, 2022) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporati |
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| June 13, 2022 |
Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) is the type that DARIOHEALTH CORP. treats as private or confidential. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT. CREDIT AGREEMENT dated as of June 9, 2022 by and between DARIOHEALTH CORP., as the Borrower, and ORBIMED ROYALTY AND CREDIT OPPORTU |
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| June 13, 2022 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June 9, 2022, by and between DarioHealth Corp., a Delaware corporation (the ?Company?), and OrbiMed Royalty & Credit Opportunities III, LP (the ?Holder?). The Company and the Holder are referred to each as a ?Party? and collectively herein as the ?Parties.? Capitalized te |
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| June 13, 2022 |
DarioHealth Secures $50 Million Dollar Non-Dilutive Credit Facility with OrbiMed Exhibit 99.1 DarioHealth Secures $50 Million Dollar Non-Dilutive Credit Facility with OrbiMed Investment from Elite Healthcare Fund Provides Validation, Access to Capital and Significant Runway to Execute on Strategic Operating Plan NEW YORK, June 9, 2022 /PRNewswire/ - DarioHealth Corp. (NASDAQ: DRIO), a leader in the global digital therapeutics (DTx) market, announced today it closed a senior se |
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| June 13, 2022 |
Exhibit 4.1 [FORM OF] WARRANT CERTIFICATE THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT CO |
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| June 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 6, 2022 (May 30, 2022) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporatio |
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| May 18, 2022 |
DRIO / DarioHealth Corp / Kershner Trading Americas,LLC - KTA DRIO 13G FILING Passive Investment begin 644 ktasc13gdrio.pdf M)5!$1BTQ+C0-"B5 4$1&,#$R,S0U-C7-T96T@26UA9V4@0V]N=F5R3YF9F9F9F9F9F7P>+9F9F9F9F4I*F9F9F9F9F9F9F4I*2DJ9F9E* M2DI*2DI*2DI*]T ! !G\ $0@(5@9P P$B (1 0,1 ?$ :( $% 0$! M 0$! ! @,$!08'" D*"Q @$# P($ P4%! 0 %] 0(# 01 M!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T? D,V)R@@D*%A<8&1HE)B7J#A(6&AXB) MBI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9 MVN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ 0 # 0 |
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| May 18, 2022 |
DRIO / DarioHealth Corp / Kershner Trading Americas,LLC - KTA DRIO 13G FILING Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Secfrities Exchange Act of 1934 (Amendment No. 1)* DarioHealth Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 23725P209 (CUSIP Number) May 10, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whivh this Sche |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report DarioHealth Corp. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 18 W. 18th St, 5th Floor New York, New York 10011 (Address of principal execut |
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| May 12, 2022 |
? Exhibit 10.2 TECHNOLOGY PURCHASE AGREEMENT This Technology Purchase Agreement (this ?Agreement?) is entered into as of January 18, 2022 (the ?Effective Date?) by and among Physimax Technologies Ltd., located at 17 Ruhama St., Herzliya, Israel (the ?Seller?) and any of its subsidiaries (?Subsidiaries?) on one hand, and Labstyle Innovation Ltd., located at HaTokhen Street, Caesarea Industrial Park |
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| May 12, 2022 |
Exhibit 10.1 ? CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DARIO HEALTH CORP. IF PUBLICLY DISCLOSED. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT. ? EXECUTION VERSION ? EXCLUSIVE PREFERRED PARTNER, CO-PROMOTION, DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT ? THI |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 1, 2022 |
Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 1, 2022 (March 31, 2022) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorpora |
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| March 22, 2022 |
List of Subsidiaries of the Company Exhibit 21.1 ? Subsidiaries of the Registrant ? Labstyle Innovation Ltd., an Israeli company Upright Technologies Ltd., an Israeli company Upright Technologies Inc., a Delaware company PsyInnovations Inc., a Delaware company PsyInnovations India Private Limited., an Indian company |
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| March 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 14, 2022 |
DRIO / DarioHealth Corp / Phoenix Holdings Ltd. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* DarioHealth Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23725P209 (CUSIP Number) March 9, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| March 14, 2022 |
Exhibit 1 [Unofficial Translation] December 12, 2019 Powers of Signature in The Phoenix Holdings Ltd. |
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| March 7, 2022 |
DRIO / DarioHealth Corp / Clal Insurance Enterprises Holdings Ltd - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 DARIOHEALTH CORP. (Name of Issuer) Common Stock, par value $0.0001 per |
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| March 4, 2022 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 4, 2022 (February 28, 2022) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorp |
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| March 2, 2022 |
4,674,454 Shares of Common Stock 667,559 Shares of Common Stock Underlying Pre-Funded Warrants Filed Pursuant to Rule 424(b)(5) Registration No. 333-260439 PROSPECTUS SUPPLEMENT (to the Prospectus dated November 12, 2021) 4,674,454 Shares of Common Stock 667,559 Shares of Common Stock Underlying Pre-Funded Warrants We are offering 4,674,454 shares of our common stock, par value $0.0001 per share, at an offering price of $7.49 per share, as well as pre-funded warrants to purchase shares 667, |
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| March 2, 2022 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 2, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 2, 2022 (February 28, 2022) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorp |
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| March 2, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is dated as of February 28, 2022, by and among DarioHealth Corp., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditi |
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| March 2, 2022 |
Exhibit 99.1 DarioHealth Enters into Strategic Agreement with Sanofi U.S. Novel Strategic Agreement Focuses on Commercial Growth for Dario and the Development of Digital Health Solutions on Dario?s Platform NEW YORK, March 1, 2022- DarioHealth Corp. (Nasdaq: DRIO), a leader in the global digital therapeutics (DTx) market, announced it has entered into a strategic agreement with Sanofi U.S., an inn |
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| March 2, 2022 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) DarioHealth Corp. |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* DarioHealth Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23725P209 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 14, 2022 |
DRIO / DarioHealth Corp / Nantahala Capital Management, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* DarioHealth Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23725P209 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 10, 2022 |
DRIO / DarioHealth Corp / Soleus Capital, LLC - AMENDMENT NO. 1 Passive Investment CUSIP No. 23725P209 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* DARIOHEALTH CORP. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 23725P209 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| January 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 19, 2022 (January 18, 2022) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of inco |
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| January 19, 2022 |
Exhibit 99.2 DarioHealth to Host Investor Webinar on Navigating Emerging Digital Health Trends for Strategic Growth in 2022 Webinar to be held Wednesday, January 19th at 8am ET NEW YORK, January 18, 2022 ? DarioHealth Corp. (Nasdaq: DRIO) a leader in the global digital therapeutics (DTx) market, today announced that it will host an investor webinar on navigating the emerging digital health trends |
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| January 19, 2022 |
1 Dario Health – Investors Day Jan 19 th , 2022 Exhibit 99.1 1 Dario Health ? Investors Day Jan 19 th , 2022 This presentation and the statements of representatives and partners of DarioHealth Corp . (the ?Company?) related thereto contain or may contain forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other U . S . Federal securities laws, as amended . Statements that are not statement |
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| January 7, 2022 |
As filed with the Securities and Exchange Commission on January 7, 2022 As filed with the Securities and Exchange Commission on January 7, 2022 Registration No. |
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| December 23, 2021 |
Up to $50,000,000 COMMON STOCK As Filed Pursuant to Rule 424(b)(5) Registration No. 333-260439 PROSPECTUS Up to $50,000,000 COMMON STOCK We have entered into a sales agreement with Cowen and Company, LLC, or Cowen, relating to the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock |
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| November 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 29, 2021 (November 25, 2021) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of in |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 10, 2021 |
DarioHealth Corp. 142 W. 57th St., 8th Floor New York, New York DarioHealth Corp. 142 W. 57th St., 8th Floor New York, New York November 10, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: DarioHealth Corp. (CIK: 0001533998) Registration Statement No. 333-260439 on Form S-3 (the ?Registration Statement?) Ladies and Gentlemen: DarioHealth Corp. (the ?Registrant?) hereby requests accel |
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| October 22, 2021 |
As filed with the Securities and Exchange Commission on October 22, 2021 As filed with the Securities and Exchange Commission on October 22, 2021 Registration No. |
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| October 22, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 22, 2021 (October 22, 2021) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of inco |
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| October 22, 2021 |
Sales Agreement, dated October 22, 2021, by and between DarioHealth Corp. and Cowen and Company, LLC EX-1.1 2 tm2130661d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 DARIOHEALTH, Corp. Common Stock (par value $0.0001 per share) SALES AGREEMENT October 22, 2021 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: DarioHealth, Corp. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows: 1. Issuance and Sale of Shares. The C |
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| August 16, 2021 |
Exhibit 3.1 ? BYLAW S OF DARIOHEALTH CORP. (a Delaware Corporation) ? (adopted effective as of July 8, 2021) ? ARTICLE 1 OFFICES ? SECTION 1.1. Principal Office. The principal offices of the DarioHealth Corp., a Delaware corporation (the ?Corporation?) shall be in such location as the Board of Directors of the Corporation (the ?Board of Directors?) may determine. ? SECTION 1.2. Other Offices. The |
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| August 16, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 16, 2021 (August 16, 2021) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorp |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 16, 2021 |
Composite Copy (marked) of the Company’s Bylaws as amended on July 8, 2021. Exhibit 3.2 ? BYLAW S OF DARIOHEALTH CORP. (a Delaware Corporation) ? (adopted effective as of July 8, 2021) ? ARTICLE 1 OFFICES ? SECTION 1.1. Principal Office. The principal offices of the DarioHealth Corp., a Delaware corporation (the ?Corporation?) shall be in such location as the Board of Directors of the Corporation (the ?Board of Directors?) may determine. ? SECTION 1.2. Other Offices. The |
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| August 16, 2021 |
DarioHealth Reports Strong Second Quarter 2021 Results and Operational Highlights Exhibit 99.1 DarioHealth Reports Strong Second Quarter 2021 Results and Operational Highlights Total Q2 revenue of $5.3 million increased 46% sequentially and 194% year-over-year Validated B2B expansion by securing new clients in all B2B segments Expanded into the large and underserved digital behavioral health market through the acquisition of wayForward; signed four Behavioral Health employer co |
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| July 19, 2021 |
DRIO / DarioHealth Corp / Collaborative Holdings Management LP Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DarioHealth Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 23725P209 (CUSIP Number) July 7, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| July 9, 2021 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 9, 2021 (July 8, 2021) DARIOHEALTH CORP. (Exact name of registrant as specified in its charter) Delaware 001-37704 45-2973162 (State or other jurisdiction of incorporatio |
