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EX-99.1 - EXHIBIT 99.1 - DarioHealth Corp.v398426_ex99-1.htm
EX-10.1 - EXHIBIT 10.1 - DarioHealth Corp.v398426_ex10-1.htm

 

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 9, 2015 (January 7, 2015)

 

LABSTYLE INNOVATIONS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   333-186054   45-2973162

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

9 Halamish Street

Caesarea Industrial Park

38900, Israel

(Address of Principal Executive Offices)

 

972-4-770-4054

(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))

 

 
 

 

Item 5.02           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(a)         On January 7, 2015, the Board of Directors of LabStyle Innovations Corp. (the “Company”) appointed Zvi Ben David to be the Company’s Chief Financial Officer, Treasurer and Secretary. Below is Mr. Ben David’s biography:

 

Zvi Ben David, 54, has over 25 years of experience in corporate and international financial management, including at both publicly-listed and private companies. Since 2012, he has acted as an independent entrepreneur with, and investor in, various medical device ventures. From 2005 to 2012, Mr. Ben David served as the Chief Financial Officer of UltraShape Medical Ltd., a developer, manufacturer and marketer of innovative non-invasive technologies for fat cell destruction and body sculpting. While with UltraShape, he helped lead the company through $35 million in private financing, followed by the company’s merger with a Tel Aviv Stock Exchange company and ultimately the company’s sale to Syneron Medical Ltd. (NASDAQ:ELOS). From 2000 to 2005, he served as Vice President and Chief Financial Officer of Given Imaging Ltd., where he was part of the management team that led that company’s 2001 initial public offering and 2004 follow-on offering, and served as a director of that company from its establishment in 1998 to 2000. From 1995 to June 2000, Mr. Ben David served as Vice President and Chief Financial Officer of RDC Rafael Development Corporation, one of Given Imaging Ltd.’s principal shareholders. From 1994 to 1995, Mr. Ben David served as manager of the finance division of Electrochemical Industries (Frutarom) Ltd., an Israeli company traded on the Tel-Aviv Stock Exchange and the American Stock Exchange, and from 1989 to 1993, Mr. Ben David served as the manager of that company’s economy and control department. From 1984 to 1988, Mr. Ben David worked at Avigosh & Kerbs, an accounting firm in Haifa, Israel. Mr. Ben David is a certified public accountant in Israel and holds a B.A. in economics and accounting from the University of Haifa.

 

In connection with Mr. Ben David’s appointment, on January 8, 2015, the Company and Mr. Ben David entered into a personal employment agreement (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Ben David is entitled to a monthly salary and additional compensation (excluding social benefits under applicable Israeli law) of NIS31,200 for providing eighty percent (80%) of his working time to the Company, which amount will increase to NIS39,000 should Mr. Ben David transition to full time employment. The Employment Agreement may be terminated at will or for Cause (as defined under the Employment Agreement). In the event the Employment Agreement is terminated at will, Mr. Ben David shall be entitled to receive 90 days of severance plus any required severance payment pursuant to applicable Israeli severance law. In the event the employment agreement is terminated by the Company for Cause, Mr. Ben David will only be entitled to severance payment under applicable Israeli severance law.

 

The Employment Agreement also includes a twelve (12) month non-competition and non-solicitation, certain confidentiality covenants and assignment of any of his Company-related inventions to the Company. Under the terms of the Employment Agreement, Mr. Ben David is entitled to certain expense reimbursements and other standard benefits, including vacation, sick leave, life and disability insurance and car and mobile phone allowances.

 

The description of the Employment Agreement is qualified in its entirety by reference to the complete text of the Employment Agreement which has been filed with this Current Report on Form 8-K as Exhibit 10.1.

 

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(b)         On January 8, 2015, and in connection with Mr. Ben David’s appointment, Gadi Levin, the Company’s current Chief Financial Officer, Treasurer and Secretary, voluntarily resigned his positions with the Company and its subsidiaries and will remain as a consultant to the Company for a minimum five month period.

 

Item 8.01Other Events

 

On January 8, 2015, the Company issued a press release announcing the appointment of Mr. Ben David and the resignation and new role of Mr. Levin. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

10.1Personal Employment Agreement, dated January 8, 2015, by and between LabStyle Innovation Ltd. and Zvi Ben David.

 

99.1Press release, dated January 8, 2015, issued by the Company regarding the appointment of Mr. Ben David.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report of the Company contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “plan,” “project,” “potential,” “seek,” "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate" or "continue" are intended to identify forward-looking statements. Readers are cautioned that certain important factors may affect the Company's actual results and could cause such results to differ materially from any forward-looking statements that may be made in this Current Report. Factors that could cause or contribute to differences between the Company's actual results and forward-looking statements include, but are not limited to, those risks discussed in the Company's filings with the U.S. Securities and Exchange Commission. Readers are cautioned that actual results (including, without limitation, the performance of the new Company executive described herein) may differ significantly from those set forth in the forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

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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 9, 2015 LABSTYLE INNOVATIONS CORP.
   
  By: /s/ Erez Raphael
    Name: Erez Raphael
    Title: President and Chief Executive Officer

 

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