DarioHealth (NASDAQ: DRIO) grants board explicit authority over bylaw changes

Rhea-AI Filing Summary

DarioHealth Corp. amended its Certificate of Incorporation to give its Board of Directors express authority to alter and repeal the company’s bylaws, while keeping stockholders’ power to alter or repeal the bylaws as well. Stockholders approved this amended and restated charter at the annual meeting held on January 29, 2026.

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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 2, 2026

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)		(IRS Employer Identification No.)

322 W 57th St, #33B
New York, New York 10019

(Address of Principal Executive Offices)

972- 4-770-4055

(Issuer’s telephone number)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which  registered
Common Stock, par value $0.0001 per share		DRIO		The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 2, 2026, DarioHealth Corp. (the “Company”) filed an Amended and Restated Certificate of Incorporation (“Amended Charter”) with the Secretary of State of the State of Delaware amending the Company’s Certificate of Incorporation to expressly authorize the Company’s Board of Directors to alter and repeal the Company’s bylaws, subject to the power of the Company’s stockholders to alter or repeal the bylaws. The Amended Charter was approved by the Company’s stockholders at the Company’s annual meeting of stockholders held on January 29, 2026.

A copy of the Amended Charter is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1	Amended and Restated Certificate of Incorporation as amended on February 2, 2026.
3.2	Amended and Restated Certificate of Incorporation as amended on February 2, 2026 (marked).
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 2, 2026	DARIOHEALTH CORP.
	By:	/s/ Chen Franco-Yehuda
	Name:	Chen Franco-Yehuda
	Title:	Chief Financial Officer, Treasurer and Secretary

FAQ

What corporate change did DarioHealth (DRIO) report in this 8-K?

DarioHealth reported an amended and restated Certificate of Incorporation. The change expressly authorizes the Board of Directors to alter and repeal the company’s bylaws, while preserving stockholders’ ability to alter or repeal those bylaws as well, reflecting stockholder approval.

When was DarioHealth’s amended charter approved by stockholders?

The amended charter was approved at DarioHealth’s annual stockholder meeting on January 29, 2026. Following that approval, the company filed the Amended and Restated Certificate of Incorporation with Delaware’s Secretary of State on February 2, 2026, formalizing the governance change.

What authority did DarioHealth’s Board gain under the amended charter?

The Board gained express authority to alter and repeal DarioHealth’s bylaws. This authority is subject to the continuing power of stockholders to alter or repeal the bylaws, meaning both the Board and stockholders now have clearly stated bylaw amendment rights in the charter.

On what date did DarioHealth file the amended charter in Delaware?

DarioHealth filed the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 2, 2026. This filing made the updated bylaw amendment authority for the Board, as approved by stockholders, part of the company’s governing charter documents.

Which exhibit contains DarioHealth’s amended and restated charter?

Exhibit 3.1 contains DarioHealth’s Amended and Restated Certificate of Incorporation as amended on February 2, 2026. A marked version showing changes is provided as Exhibit 3.2, giving investors transparency into the specific modifications to the company’s charter language.

Does the charter amendment remove DarioHealth stockholders’ bylaw powers?

No, the amendment does not remove stockholders’ powers. It expressly authorizes the Board to alter and repeal the bylaws while stating that stockholders retain their power to alter or repeal the bylaws, clarifying that both groups have bylaw-related authority under the charter.