DarioHealth Corp.
For the period ended Apr 28, 2025. Filed Mar 10, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 28, 2025 · Filed Mar 10, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 tm252603d2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrantx
Filed by a Party other than the Registrant¨
Check the Appropriate Box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to § 240.14a-12 |
DARIOHEALTH CORP.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|
| ¨ | Fee paid previously with preliminary materials |
|---|
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
|---|
DarioHealth Corp.
322 W. 57th St.
New York, New York 10019
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On Monday, April 28, 2025
You are cordially invited to attend a special meeting of the stockholders (the “Meeting”) of DarioHealth Corp. (the “Company”), which will be held at 9:00 a.m. at the Company’s Israeli offices located at 5 Tarshish St. Caesarea Industrial Park 3088900, Israel 2 nd Floor for the following purposes:
| 1. | To approve, for purposes of Nasdaq Listing Rule 5635(d) (A) (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 33,956,850 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 13,582,740 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 4,175,070 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, (the “Lock Up Agreements”), pursuant to which the Company agreed to issue, up to forty percent (40%) of the 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, over the course of twelve (12) months (the “Additional Shares”) and (B) (i) reduce the exercise price of certain warrants to purchase 584,882 shares of Common Stock issued to Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P. (collectively “Avenue”) to $0.7208 per share, and (ii) to permit the conversion of up to two million dollars of the principal amount of the loan issued by Avenue to the Company at a conversion price of $0.8650 per share, and |
| 2. | To transact any other business as may properly come before the Meeting or any adjournments thereof. |
All stockholders are cordially invited to attend the Meeting. If your shares are registered in your name, please bring the admission ticket attached to your proxy card. If your shares are registered in the name of a broker, trust, bank or other nominee, you will need to bring a proxy or a letter from that broker, trust, bank or other nominee or your most recent brokerage account statement, that confirms that you are the beneficial owner of those shares. If you do not have either an admission ticket or proof that you own shares of the Company, you will not be admitted to the meeting.
The Board of Directors has fixed the close of business on March 7, 2025, as the record date for the Meeting. Only stockholders on the record date are entitled to notice of and to vote at the meeting and at any adjournment or postponement thereof.
Your vote is important regardless of the number of shares you own. The Company requests that you complete, sign, date and return the enclosed proxy card without delay in the enclosed postage-paid return envelope, even if you now plan to attend the Meeting. You may revoke your proxy at any time prior to its exercise by delivering written notice or another duly executed proxy bearing a later date to the Secretary of the Company, or by attending the Meeting and voting in person.
Important Notice Regarding the Availability of Proxy Materials for the Meeting to be held on April 28, 2025 The proxy statement, proxy card and Annual Report are also available at http://www.dariohealth.com/DH2025Proxy.pdf Stockholders may also obtain additional paper or e-mail copies of these materials at no cost by writing to DarioHealth Corp., 322 W. 57th St. New York, New York 10019, and/or via electronic mail to ir@dariohealth.com, Attention: Secretary.
Securities and Exchange Commission rules allow us to furnish proxy materials to our stockholders over the internet. You may also have access to the materials for the Meeting by visiting the website: http://mydario.investorroom.com. You may also cast your vote by visiting www.proxyvote.com if you hold your shares in “street name,” or www.vstocktransfer.com/proxy if you are a registered stockholder. You may also authorize a proxy to vote your shares over the internet. In order to vote over the internet you must have your stockholder identification number, which is set forth in the Notice of Internet Availability of Proxy Materials mailed to you. You may also request a paper proxy card to submit your vote by mail. If you have any questions regarding the completion of the enclosed proxy card or would like directions to the Meeting, please call +(972)-(4) 770 6377. You may also find directions at http://mydario.investorroom.com/SECFilings.
By order of the Board of Directors,
/s/ Erez Raphael
Erez Raphael
Chief Executive Officer
Caesarea, Israel
March 10, 2025
IMPORTANT: In order to secure a quorum and to avoid the expense of additional proxy solicitation, please either vote by internet or sign, date and return your proxy promptly in the enclosed envelope even if you plan to attend the meeting personally. Your cooperation is greatly appreciated.
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE PROPOSAL.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS | 1 |
| THE SPECIAL MEETING | 1 |
| PROPOSAL 1 PRIVATE PLACEMENT Proposal | 6 |
| BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS | 9 |
| STOCKHOLDER PROPOSALS | 10 |
| HOUSEHOLDING OF MEETING MATERIALS | 11 |
| OTHER MATTERS | 11 |
PROXY STATEMENT
DARIOHEALTH****CORP.
SPECIAL MEETING OF STOCKHOLDERS
to be held at 9:00 a.m. on April 28, 2025
5 Tarshish St. 2 nd Floor
Caesarea Industrial Park 3088900, Israel** **
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.