DarioHealth (NASDAQ: DRIO) investors back share issuances, plan increase and charter change

Rhea-AI Filing Summary

DarioHealth Corp. held its 2026 Annual Meeting of Stockholders, where shareholders elected seven directors and ratified Kesselman & Kesselman as the independent auditor for the fiscal year ending December 31, 2026.

Stockholders approved several capital-related items, including ratifying the conversion of 25,605 shares of Series D, D-1, D-2 and D-3 Preferred Stock into 1,697,843 shares of common stock, the potential issuance of up to 679,137 dividend shares of common stock, and up to 208,754 additional common shares as consideration under lock-up agreements tied to prior preferred stock. They also ratified issuances of common stock upon exercise of pre-funded warrants, warrants and restricted stock units issued in connection with the Twill Inc. acquisition, increased the shares authorized under the 2020 Equity Incentive Plan by 500,000 shares, approved a non-binding advisory resolution on executive compensation, and amended the Certificate of Incorporation to grant the board authority to amend the bylaws.

Insights

Equity and governance analyst

DarioHealth shareholders back board, equity issuances and governance change.

Shareholders supported all seven proposals, signaling broad alignment with the current board and strategy. Director nominees received strong majorities, and the auditor ratification drew substantial support, with 4,952,777 votes in favor versus 17,242 against.

The meeting endorsed multiple share-related actions. These include ratifying the conversion of preferred stock into 1,697,843 common shares and approving up to 679,137 dividend shares and 208,754 additional common shares tied to prior preferred stock arrangements. Investors also backed share issuances connected to the Twill Inc. acquisition and a 500,000-share increase to the 2020 Equity Incentive Plan.

Governance-wise, stockholders approved a charter amendment granting the board authority to amend the bylaws, and they supported a non-binding advisory vote on executive compensation. Overall, the outcomes formalize prior financing and M&A structures and expand equity compensation capacity, with actual impact depending on future share issuances under these approvals.

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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): January 29, 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- 4-770-4042

(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 5.07 Submission of Matters to a Vote of Security Holders.

On January 29, 2026, DarioHealth Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The final voting results of the 2026 Annual Meeting are set forth below. Stockholders voted on the following proposals:

Proposal No. 1 — Election of Directors.

The stockholders elected the following directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal. The votes were as follows:

Director Name		For		Against		Abstain		Broker Non-Votes
Hila Karah		4,098,021		82,234		2,607		797,471
Dennis Matheis		4,149,931		30,353		2,576		797,473
Dennis M. McGrath		4,080,055		100,230		2,576		797,472
Erez Raphael		4,165,108		15,328		2,426		797,471
Yoav Shaked		4,096,086		84,167		2,609		797,471
Lawrence Leisure		4,166,444		13,841		2,576		797,472
Adam K. Stern		4,159,811		20,470		2,579		797,473

Proposal No. 2 — Ratification of Auditors.

The stockholders ratified the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The votes were as follows: 

For		Against		Abstain
4,952,777		17,242		10,314

Proposal No. 3 — Approve the Ratification of the Conversion of Preferred Shares.

The stockholders voted to ratify, for purposes of Nasdaq Listing Rule 5635(d): (i) the conversion of 25,605 shares of the Company’s Series D, D-1, D-2 and D-3 Preferred Stock into an aggregate of 1,697,843 shares of common stock, $0.0001 par value per share (the “Common Stock”), which were issued pursuant to private placement transactions that closed on December 18, 2024 and January 14, 2025 (the “Private Placement”); (ii) the issuance of up to 679,137 shares of Common Stock issuable as dividends to the shares of the Company’s Series D, D-1, D-2 and D-3 Preferred Stock; and (iii) to approve the issuance of up to 208,754 shares of Common Stock issuable as share consideration provided under the lock up agreements executed between the Company and certain purchasers in the Private Placement that are holders of the Company’s various Series B Preferred Stock and various Series C Preferred Stock, pursuant to which the Company agreed to issue additional shares of Common Stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by such purchaser, including dividend shares of Common Stock due upon conversion of these shares into shares of Common Stock. The votes were as follows: 

For		Against		Abstain		Broker Non-Votes
4,160,615		18,127		4,119		797,472

Proposal No. 4 — Twill Shares Issuance Proposal.

The stockholders voted to ratify, for purposes of Nasdaq Listing Rules 5635(a) and 5635(d), the issuance of shares of Common Stock upon the exercise of certain pre-funded warrants, warrants and restricted stock units issued in connection with the Company’s acquisition of Twill Inc. pursuant to that certain Agreement and Plan of Merger, dated February 15, 2024, among the Company, Twill, Inc. and the other parties thereto. The votes were as follows: 

For		Against		Abstain		Broker Non-Votes
4,128,765		50,012		4,084		797,472

Proposal No. 5 — Increase in Equity Incentive Plan Authorized Shares Proposal.

The stockholders voted to amend and restate the Company’s  Amended and Restated 2020 Equity Incentive Plan, as amended  (the “2020 Equity Incentive Plan”), to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan by 500,000 shares. The votes were as follows: 

For		Against		Abstain		Broker Non-Votes
3,973,445		187,144		22,272		797,472

Proposal No. 6 — Non-Binding Advisory Resolution Proposal.

The stockholders voted to approve a non-binding advisory resolution regarding the compensation of the Company’s named executive officers as described in the accompanying proxy statement. The votes were as follows: 

For		Against		Abstain		Broker Non-Votes
4,070,845		107,691		4,325		797,472

Proposal No. 7 — Charter Amendment Proposal.

The stockholders voted to amend and restate the Company’s Certificate of Incorporation granting the Company’s board of directors the right to amend the Company’s bylaws. The votes were as follows:

For		Against		Abstain
4,903,748		69,686		6,899

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: January 29, 2026	DARIOHEALTH CORP.
	By:	/s/ Chen Franco-Yehuda
		Name: Chen Franco-Yehuda
		Title:   Chief Financial Officer, Treasurer and Secretary

FAQ

What did DarioHealth (DRIO) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all seven proposals, including director elections, auditor ratification, preferred share conversion, share issuances tied to a prior private placement and the Twill acquisition, an increase of 500,000 shares under the 2020 Equity Incentive Plan, say-on-pay, and a charter amendment on bylaw changes.

How many DarioHealth preferred shares were converted into common stock?

Stockholders ratified the conversion of 25,605 shares of Series D, D-1, D-2 and D-3 Preferred Stock into 1,697,843 shares of common stock. These common shares relate to private placement transactions that closed on December 18, 2024 and January 14, 2025.

What additional DarioHealth share issuances were ratified from the private placement?

Stockholders approved up to 679,137 common shares issuable as dividends on Series D, D-1, D-2 and D-3 Preferred Stock, and up to 208,754 common shares as share consideration under lock-up agreements with certain Series B and Series C preferred holders from the same financing context.

What did DarioHealth shareholders approve regarding the Twill Inc. acquisition?

Shareholders ratified, for Nasdaq Listing Rules 5635(a) and 5635(d) purposes, the issuance of common shares upon exercise of pre-funded warrants, warrants and restricted stock units issued in connection with DarioHealth’s acquisition of Twill Inc. under a February 15, 2024 merger agreement.

How did DarioHealth change its equity incentive plan at the 2026 meeting?

Stockholders approved an amendment and restatement of the Amended and Restated 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan by 500,000 shares, expanding the pool available for equity-based compensation awards.

What governance change to DarioHealth’s charter was approved?

Shareholders approved a charter amendment to amend and restate the Certificate of Incorporation, granting the company’s board of directors the right to amend the bylaws, shifting that authority more directly to the board subject to applicable law and other governing documents.