false
--12-31
0001533998
0001533998
2025-09-18
2025-09-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 18, 2025
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- 4-770-6377
(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 3.03 Material Modification to Rights of Security Holders.
The
disclosure set forth in Item 5.03 below is hereby incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On September 18, 2025,
DarioHealth Corp. (the “Company”), upon obtaining the vote of a majority of the holders of the relevant classes of preferred
stock and the approval of the Company’s Board of Directors, filed an Amended and Restated Certificate of Designation of Preferences,
Rights and Limitations of the Company’s Series A-1 Preferred Stock (the “Series A-1 Certificate of Designation”),
an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C Preferred
Stock (the “Series C Certificate of Designation”), an Amended and Restated Certificate of Designation of Preferences,
Rights and Limitations of the Company’s Series C-2 Preferred Stock (the “Series C-2 Certificate of Designation”,
collectively with the Series C Certificate of Designation, the “Series C Certificates of Designation”), an Amended
and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series D Preferred Stock (the
“Series D Certificate of Designation”), an Amended and Restated Certificate of Designation of Preferences, Rights and
Limitations of the Company’s Series D-1 Preferred Stock (the “Series D-1 Certificate of Designation”), an
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series D-2 Preferred
Stock (the “Series D-2 Certificate of Designation”) and an Amended and Restated Certificate of Designation of Preferences,
Rights and Limitations of the Company’s Series D-3 Preferred Stock (the “Series D-3 Certificate of Designation”,
collectively with the Series D Certificate of Designation, the Series D-1 Certificate of Designation and the Series D-2
Certificate of Designation, the “Series D Certificates of Designation”), all with the Secretary of State of the State
of Delaware.
The Series C Certificates
of Designation and Series D Certificates of Designation were amended to accelerate the mandatory conversion period of all outstanding
shares of each such series into shares of the Company’s common stock, or at each holder’s election in pre-funded warrants,
effective as of September 18, 2025. The Series A-1 Certificate of Designation was amended to provide holders with the option
to receive pre-funded warrants in lieu of common stock.
In connection with such
mandatory conversion, each holder of preferred stock will also receive all accrued and unpaid dividends, including any dividend
shares or payment-in-kind shares, in addition to the conversion shares issuable upon conversion, subject to certain beneficial
ownership blockers.
The filings of the
Series A-1 Certificate of Designation, the Series C Certificates of Designation and the Series D Certificates of
Designation were intended to amend and restate the terms mentioned above, and no additional securities were issued or sold as a
result.
The foregoing description
of the Company’s Series A-1 Certificate of Designation, Series C Certificate of Designation, Series C-2 Certificate
of Designation, Series D Certificate of Designation, Series D-1 Certificate of Designation, Series D-2 Certificate of Designation,
and Series D-3 Certificate of Designation are qualified in their entirety by reference to the full text of such documents, copies
of which are filed as Exhibits 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, and 3.7 to this Current Report on Form 8-K, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 |
Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock of DarioHealth Corp. |
| 3.2 |
Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock of DarioHealth Corp. |
| 3.3 |
Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C-2 Preferred Stock of DarioHealth Corp. |
| 3.4 |
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock of DarioHealth Corp. |
| 3.5 |
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Preferred Stock of DarioHealth Corp. |
| 3.6 |
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series D-2 Preferred Stock of DarioHealth Corp. |
| 3.7 |
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series D-3 Preferred Stock of DarioHealth Corp. |
| 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: September 19, 2025 |
DARIOHEALTH CORP. |
| |
|
| |
By: |
/s/ Chen Franco-Yehuda |
| |
|
Name: |
Chen Franco-Yehuda |
| |
|
Title: |
Chief Financial Officer, Treasurer, and Secretary |
