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): July 6, 2018 (June 29, 2018)

 

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.)

 

8 HaToKhen Street

Caesarea North Industrial Park

3088900, Israel

(Address of Principal Executive Offices)

 

972-4-770-4055

(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))

 

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 x

 

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

 

On July 5, 2018, Yoav Shaked was appointed as a director and the Chairman of the Board of Directors, or the Board, of DarioHealth Corp., or the Company, by the existing Board, to fill the existing vacancy on the Board as a result of Malcolm Hoenlein’s resignation from the Board and Erez Raphael’s resignation as Chairman of the Board, as described more fully below, with such appointments to take effect immediately. In addition, Mr. Shaked will serve as a member of the Company’s Audit Committee, Compensation Committee and Nomination Committee.

 

On June 29, 2018, Mr. Hoenlein voluntarily resigned from his position as a member of the Board. At the time of his resignation, Mr. Hoenlein was a member of the Company’s Audit Committee and Compensation Committee. Mr. Hoenlein did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Also, on July 5, 2018, Mr. Raphael, the Company’s Chief Executive Officer and Chairman of the Board, notified the Board of his resignation as Chairman of the Board, provided that Mr. Raphael will continue to serve as a director and Chief Executive Officer of the Company.

 

Since 2011, Mr. Shaked has served as a partner at Sequoia Capital, a leading global venture capital firm. In 2005, he co-founded Medpoint Ltd., a private medical device distribution company offering a wide range of medical products. Previously, he founded and served as Chief Executive Officer of Y-Med Inc. from May 2004 through November 2009, until its sale to C.R. Bard, Inc. After the sale of Y-Med Inc., Mr. Shaked served as the director of research at ThermopeutiX, a developer of innovative products for strokes and peripheral artery disease. Mr. Shaked currently serves on the board of directors of several biotechnology companies, including Endospan, Vibrant Gastro, B-Lite (G&G Biotechnology) and Orasis Pharmaceuticals, the latter of which he serves as Chairman of the Board. Mr. Shaked has a B.A. in biology from The Hebrew University of Jerusalem. The Company believes that Mr. Shaked is qualified to serve as Chairman of the Board because of his extensive experience both in biotechnology companies and in the venture capital realm.

 

Except as otherwise set forth herein, there is no arrangement or understanding between Mr. Shaked and any other person pursuant to which he was elected as a director, and there are no transactions in which Mr. Shaked has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

 

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: July 6, 2018 DARIOHEALTH CORP.
     
     
  By:  /s/ Zvi Ben David
    Name:  Zvi Ben David
    Title:    Chief Financial Officer, Treasurer and Secretary