DarioHealth (NASDAQ: DRIO) launches $20M at-the-market stock program

Rhea-AI Filing Summary

DarioHealth Corp. entered into a sales agreement with A.G.P./Alliance Global Partners to establish an at-the-market equity program allowing the company to issue and sell up to $20,000,000 of common stock from time to time. A.G.P. will act as sales agent or principal and receive a 3.00% commission on gross proceeds from share sales.

The shares are registered under DarioHealth’s effective Form S-3 shelf registration statement and related ATM prospectus supplement. The company may use net proceeds for commercial, sales and marketing activities, product research and development, mergers and acquisitions, repayment of indebtedness under its credit facility with Callodine Commercial Finance, LLC, and general working capital. DarioHealth can suspend or terminate the program at its discretion, and the agreement also includes customary indemnification, expense reimbursement caps, and termination rights.

Insights

Capital markets and corporate finance analyst

DarioHealth adds flexible option to raise up to $20M via ATM.

DarioHealth Corp. has set up an at-the-market stock offering program with A.G.P./Alliance Global Partners, enabling sales of up to $20,000,000 in common stock over time. This structure lets the company tap equity markets in smaller tranches instead of a single large issuance.

The agent earns a 3.00% commission on gross proceeds and is reimbursed for specified expenses, while shares are issued under an effective Form S-3 shelf and ATM prospectus supplement dated March 30, 2026. The company states potential uses of proceeds including commercial expansion, R&D, M&A, repayment of indebtedness to Callodine Commercial Finance, LLC, and working capital.

The agreement can be suspended or terminated by either party, and it terminates automatically once the full program capacity is sold or the shelf registration expires. Actual impact on capital structure and liquidity will depend on how much of the $20,000,000 capacity DarioHealth ultimately uses.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM program size: $20,000,000 Sales agent commission rate: 3.00% of gross proceeds Initial expense reimbursement cap: $35,000 +5 more

8 metrics

ATM program size $20,000,000 Maximum aggregate amount of common stock that may be sold under the ATM

Sales agent commission rate 3.00% of gross proceeds Fixed commission payable to A.G.P. on sales of shares

Initial expense reimbursement cap $35,000 Cap on reasonable documented out-of-pocket costs reimbursable to the agent

Ongoing quarterly expense cap $3,500 per quarter Additional reimbursable amount per calendar quarter at each Representation Date

ATM refresh expense cap $5,000 per refresh Additional reimbursement for each at-the-market program refresh event

Per-share transaction cost cap up to $0.002 per share Maximum specified per-share fees and costs in respect of sales

Form S-3 file number 333-294454 Shelf registration statement under which ATM shares are registered

Rule reference Rule 415(a)(4) Rule defining at-the-market offerings under the Securities Act of 1933

Key Terms

at the market offering, Form S-3, shelf registration statement, Rule 415(a)(4), +2 more

6 terms

at the market offering financial

"through an “at the market offering” program, under which the Agent will act"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Form S-3 regulatory

"issued pursuant to the Company’s effective shelf registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

shelf registration statement regulatory

"effective shelf registration statement on Form S-3 (File No. 333-294454)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Rule 415(a)(4) regulatory

"an “at the market offering” as defined in Rule 415(a)(4) promulgated"

Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.

prospectus supplement regulatory

"as supplemented by the prospectus supplement, dated March 30, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FINRA filing fees financial

"responsible for all FINRA filing fees and costs and other fees or expenses"

Understanding 8-K Material Events →

false 0001533998 0001533998 2026-03-30 2026-03-30 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): March 30, 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- 4-770-6377

(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 1.01 Entry into a Material Definitive Agreement.

On March 30, 2026, DarioHealth Corp., a Delaware corporation (the “Company”), entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”), pursuant to which the Company may issue and sell, from time to time, up to an aggregate of $20,000,000 of shares of its common stock, par value $0.0001 per share (the “Shares”), through an “at the market offering” program, under which the Agent will act as sales agent or principal. The sales, if any, of the Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. If agreed to in a separate terms agreement, the Company may sell Placement Shares to A.G.P. as principal, at a purchase price agreed upon by A.G.P. and the Company. A.G.P. may also sell Placement Shares in negotiated transactions with the Company’s prior approval. The offer and sale of the Placement Shares pursuant to the ATM Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Placement Shares subject to the ATM Agreement or (b) the termination of the ATM Agreement by A.G.P. or the Company pursuant to the terms thereof. The Company has no obligation to sell any of the Placement Shares, and may at any time suspend offers under the Agreement or terminate the Agreement.

The Company may use the net proceeds from this offering for commercial, sales and marketing activities, research and development of our products, mergers and acquisitions, corporate activities, the repayment of outstanding indebtedness and related interest under the Company’s current credit facility with Callodine Commercial Finance, LLC, and for general working capital purposes.

The Sales Agreement provides that the Agent will be entitled to compensation at a fixed commission rate of 3.00% of the gross proceeds from the sale of the Shares on our behalf pursuant to the Sales Agreement. The Company have agreed to reimburse the Agent for its reasonable and documented out-of-pocket costs and expenses (including but not limited to the reasonable and documented fees and expenses of their legal counsel) in an amount not to exceed $35,000 and up to an additional $3,500 per calendar quarter thereafter payable with each Representation Date (as defined in the Sales Agreement) and up to an additional $5,000 for each at-the-market offering program “refresh” (which would include the filing of a new registration statement, prospectus, or prospectus supplement relating to the Shares and/or an amendment of the Sales Agreement). In addition, the Company will be responsible for all FINRA filing fees and costs and other fees or expenses incurred by the Agent in respect of sales, including, but not limited to, up to $0.002 per share sold pursuant to the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agent, as well as other obligations of the parties and termination provisions and rights. The Company has also agreed to provide the Agent with cusomtary indemnification and contribution rights, including for liabilities under the Securities Act.

The Shares will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-294454), filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2026, and declared effective by the SEC on March 27, 2026, and the accompanying base prospectus included therein as supplemented by the prospectus supplement, dated March 30, 2026 (the “ATM Prospectus Supplement”), filed with the SEC.

The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the Sales Agreement will terminate on the earlier of (1) the issuance and sale, pursuant to the Sales Agreement, (2) the expiration of the Registration Statement on the third anniversary of its initial effective date pursuant to Rule 415(a)(5) under the Securities Act, or (3) the termination of the Sales Agreement by either us or the Agent, or by mutual agreement, as permitted therein.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Attached to this Current Report on Form 8-K as Exhibit 5.1, and incorporated by reference to the ATM Prospectus Supplement, is the opinion of Sullivan & Worcester LLP, relating to the legality of the Shares.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

5.1	Opinion of Sullivan & Worcester LLP
10.1	Sales Agreement between the Company and A.G.P./Alliance Global Partners, dated March 30, 2026
23.1	Consent of Sullivan & Worcester LLP (Contained in Exhibit 5.1)
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: March 30, 2026	DARIOHEALTH CORP.
	By:	/s/ Chen Franco-Yehuda
		Name:	Chen Franco-Yehuda
		Title:	Chief Financial Officer, Treasurer and Secretary

FAQ

What did DarioHealth Corp. (DRIO) announce in this 8-K filing?

DarioHealth announced a sales agreement with A.G.P./Alliance Global Partners for an at-the-market stock offering program of up to $20,000,000 in common shares. A.G.P. acts as sales agent or principal, allowing gradual share sales under the company’s effective Form S-3 shelf registration.

How large is DarioHealth’s new at-the-market equity program?

The at-the-market equity program permits DarioHealth to issue and sell up to $20,000,000 of its common stock. Shares may be sold from time to time, with the exact timing and amounts determined by the company, subject to the agreement’s terms and applicable securities laws.

What commission will A.G.P. receive under DarioHealth’s ATM agreement?

A.G.P. will receive a fixed commission of 3.00% of the gross proceeds from each sale of DarioHealth’s common stock under the ATM agreement. The company will also reimburse specified documented expenses and pay certain FINRA-related costs tied directly to these equity sales.

How does DarioHealth plan to use proceeds from the $20 million ATM program?

DarioHealth may use net proceeds for commercial, sales and marketing activities, research and development, mergers and acquisitions, corporate activities, repayment of indebtedness and interest under its credit facility with Callodine Commercial Finance, LLC, and for general working capital needs supporting ongoing operations.

Under what registration is DarioHealth’s ATM stock offering being conducted?

The shares sold under the ATM are issued pursuant to DarioHealth’s effective Form S-3 shelf registration statement (File No. 333-294454). Sales rely on the accompanying base prospectus and an ATM prospectus supplement dated March 30, 2026, both filed with the Securities and Exchange Commission.

When does DarioHealth’s at-the-market sales agreement terminate?

The ATM sales agreement ends upon the earliest of selling all shares available under the program, the expiration of the Form S-3 registration on its third anniversary under Rule 415(a)(5), or termination by DarioHealth, the agent, or mutual agreement as outlined in the contract’s termination provisions.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 230.1 KB

Other Documents

• EX-5.1 EXHIBIT 5.1 10.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB