Welcome to our dedicated page for DarioHealth SEC filings (Ticker: DRIO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
DarioHealth Corp. filings document the regulatory record of a Nasdaq-listed digital health company with common stock registered under the Exchange Act. Recent 8-K reports cover material agreements, including equity offering arrangements, securities purchase agreements and amendments to credit facilities, along with related capital-structure disclosures involving common stock, preferred stock and pre-funded warrants.
The company’s filings also record governance and charter matters, including amendments to its certificate of incorporation, preferred stock designation changes, annual meeting voting results and board appointments. These disclosures frame DRIO’s formal reporting around financing activity, security-holder rights, corporate governance and material events tied to its digital therapeutics business.
DarioHealth Corp. is a vertically integrated digital health company focused on whole-person care for chronic and behavioral conditions. It combines FDA‑cleared hardware, AI built on 13 billion proprietary data points, and coaching to drive behavior change and measurable clinical outcomes across diabetes, hypertension, obesity, musculoskeletal pain, and mental health.
The company serves direct-to-consumer users plus employers, health plans, and pharmaceutical companies through subscription models, often with value-based and risk-sharing contracts. As of its latest disclosure, non-affiliate equity had an aggregate market value of $27,979,487, and there were 7,300,406 shares of common stock outstanding as of March 11, 2026.
DarioHealth highlights more than 100 clinical and real‑world evidence studies supporting A1c reduction, blood pressure and weight improvements, mental health gains, and medical cost savings. It is rolling out AI layers such as DarioIQ for personalized member support and DarioSHIFT to automate internal operations. In September 2025, the board launched a strategic review after multiple unsolicited inbound expressions of interest, considering options including a sale, merger, or continued standalone strategy. In October 2025, DarioHealth also announced a collaboration with OneStep to add smartphone-based gait and fall‑risk assessment to its platform.
DarioHealth Corp. received an updated ownership report from Nantahala Capital Management and its principals. As of December 31, 2025, Nantahala, Wilmot B. Harkey, and Daniel Mack each may be deemed to beneficially own 688,673 shares of DarioHealth common stock, representing 9.99% of the outstanding shares.
This position includes 125,441 shares that can be acquired within sixty days through warrant exercises. The shares are held through funds and separately managed accounts controlled by Nantahala, with voting and disposition power shared among the reporting persons. The filing states the holdings are in the ordinary course of business and not for changing or influencing control of DarioHealth.
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.
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.
DarioHealth Corp. reported Q3 2025 results. Revenue was $5,007k, down from $7,423k a year ago, as services declined while consumer hardware was roughly flat. Gross profit was $3,015k. Operating loss was $9,484k and net loss was $10,466k.
For the first nine months of 2025, revenue was $17,128k versus $19,436k in 2024, with a net loss of $32,683k. Cash and cash equivalents were $31,907k as of September 30, 2025. Long‑term loan balance was $30,617k and warrant liability was $2,244k. Shares outstanding were 6,768,184 on November 11, 2025.
On April 30, 2025, the company refinanced with a $32,500 Callodine loan at SOFR plus 7.75%, with up to $17,500 of additional draws. After not meeting a financial covenant on August 15, 2025, DarioHealth and lenders executed a November 5, 2025 amendment that reset covenants, waived testing for Q2–Q3 2025, added a $10,000 minimum consolidated unencumbered liquid assets covenant, and repriced lender warrants to a $15.35 exercise price; a $2,500 conversion right was also set at $15.35 per share.
DarioHealth Corp. amended its Callodine Loan Facility on November 5, 2025. The amendment resets financial covenants and waives financial‑covenant testing for the second and third quarters of 2025. It replaces the minimum cash covenant with a $10,000,000 minimum consolidated unencumbered liquid assets covenant and requires monthly 13‑week cash‑flow reporting when liquidity is below $11,000,000 (subject to an EBITDA exception). The lenders clarified that an additional $2,500,000 funding is uncommitted and at their discretion.
The exit fee increases by $150,000 (which may be waived if a change‑of‑control prepayment fee is triggered), and the Company paid a $150,000 amendment fee. In connection with the amendment, the lender warrants’ exercise price was reduced from $16.556 to $15.3495 per share, and the conversion price for up to $2,500,000 of the facility was reduced from $19.866 to $15.3495.
DarioHealth Corp. filed an S-3 resale registration for up to 2,713,180 shares of common stock. The shares may be offered from time to time by selling stockholders and include 1,154,420 shares of common stock and 1,558,760 shares issuable upon exercise of pre-funded warrants issued under the September Purchase Agreement.
The company will not receive any proceeds from sales by the selling stockholders and will bear registration expenses. Shares may be sold at prevailing market prices, at prices related to market prices, at fixed prices, or in negotiated transactions.
Common stock trades on Nasdaq as “DRIO.” The last reported sale price on October 17, 2025 was $13.03 per share. Shares outstanding were 6,768,184 as of October 17, 2025; this is a baseline figure, not the amount being registered.
Titan Trust 2024 I reports it holds 0 shares of DarioHealth Corp. common stock, representing 0% of the class after disposing of all previously held shares. The filing states the Reporting Person disposed during the three months ended 09/30/2025 of 2,499,618 shares that were issued on 08/14/2025 upon a cashless exercise of a warrant dated 02/15/2024. The filing notes those share figures are shown on a pre-20-to-1 reverse stock split basis implemented on 08/28/2025. The statement affirms the securities were not acquired to influence control of the issuer.
DarioHealth Corp. filed a Form D notice claiming a Rule 506(b) exemption for an equity offering that raised $17,500,000, with no remaining securities to be sold. The filing lists the first sale date as 2025-09-22 and shows 10 total investors. Offered securities include equity and options/warrants to acquire other securities. The issuer indicates the offering will not last more than one year and the minimum investment accepted is $0. The company reports $0 in sales commissions and finders' fees and $0 of proceeds paid to named executives or directors. Key officers and directors are identified with the principal place of business in New York, NY.
DarioHealth Corp. completed a private securities offering to accredited investors, selling 1,154,420 shares of common stock and pre-funded warrants to purchase up to 1,558,760 additional common shares at a purchase price of $6.45 per share or pre-funded warrant. The securities were issued in a transaction exempt from SEC registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D.
The company agreed to file a registration statement for the shares and the pre-funded warrant shares within 30 days after closing. Separately, DarioHealth amended and restated the certificate of designation for its Series C-1 preferred stock to accelerate mandatory conversion of all outstanding shares of that series into common stock, or at each holder’s election into pre-funded warrants, with holders also receiving accrued and unpaid dividends, subject to beneficial ownership blockers.
DarioHealth also announced that its board has begun a comprehensive strategic review to maximize shareholder value after receiving multiple unsolicited strategic inquiries. A special committee of independent directors was formed, and Perella Weinberg Partners was engaged as financial advisor to evaluate options including a sale, merger, strategic business combination, or continued standalone strategy.