SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
March 10, 2017 (March 9, 2017)
(Exact name of registrant as specified in
(State or other jurisdiction
9 Halamish Street
Caesarea Industrial Park
(Address of Principal
(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 3.02||Unregistered Sales of Equity Securities.
On March 9, 2017, DarioHealth Corp. (the
“Company”) held a second closing of its previously announced private placement offering (the “Offering”)
with 18 investors and issued and sold 707,515 shares of the Company’s common stock, $0.0001 par value per share (“Common
Stock”), at a purchase price of $2.80 per share, and warrants (the “Warrants”) to purchase 707,515
shares of Common Stock at an exercise price of $3.50 per share (collectively, the “Securities”). The Warrants
will be exercisable after the six month anniversary of the closing and will expire on the 5 year anniversary of their issuance.
Proceeds from the Offering will be used for sales and marketing efforts to further penetrate the U.S. market and other markets,
working capital and general corporate purposes.
The Securities issued with respect to
the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder because,
among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are
taking the securities for investment and not resale and the Company took appropriate measures to restrict the transfer of the
securities, and pursuant to Regulation S of the Securities Act to non-U.S. investors. The Securities have not been registered
under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities 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.
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.|
Adoption of Amendment to Amended and Restated 2012 Equity
On March 9, 2017, Company held a special meeting
of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved
an amendment to the Company's Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan Amendment”). The
2012 Plan Amendment previously had been approved, subject to stockholder approval, by the Company’s Board of Directors on
February 2, 2017.
A detailed summary of the 2012 Plan Amendment is
set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the Special Meeting filed with the Securities and
Exchange Commission on February 13, 2017 (the “Proxy Statement”) under the caption “Proposal 2: Incentive
Plan Proposal,” which summary is incorporated herein by reference.
That detailed summary of the 2012 Plan Amendment is qualified
in its entirety by reference to the full text of the 2012 Plan Amendment a copy of which is attached as Exhibit D to the Company’s
Proxy Statement and incorporated herein by reference.
|Item 5.07.||Submission of Matters to a Vote of Security Holders.
As disclosed above, the Company held its Special Meeting on
March 9, 2017. The final voting results are set forth below.
Stockholders voted on the following proposals:
Proposal No. 1 — Private Placement Proposal.
The stockholders approved, for purposes of NASDAQ Listing Rule
5635(d), of the issuance by the Company of 707,515 shares of the Company’s common stock and warrants to purchase 707,515
shares of the Company’s common stock, in a private placement offering pursuant to stock purchase agreements executed on January
11, 2017. The votes were as follows:
(1) Holders of 1,251,197 shares of common stock indicated that they purchased such shares of common stock in the private placement
offering commenced on January 9, 2017, and therefore were not counted in determining whether or not the Private Placement Proposal
Proposal No. 2 — Incentive Plan Proposal.
The stockholders approved the 2012 Amended Plan as described
in the Proxy Statement. The votes were as follows:
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 10, 2017
||/s/ Zvi Ben David|
Name: Zvi Ben David
Title: Chief Financial Officer, Treasurer and