DarioHealth Corp.
For the period ended Jul 23, 2025. Filed May 30, 2025.
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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.
Jul 23, 2025 · Filed May 30, 2025
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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 Registrant☒
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)) |
| ☒ | 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):
| ☒ | 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 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Wednesday, July 23, 2025
You are cordially invited to attend an annual meeting of the stockholders (the “Meeting”) of DarioHealth Corp. (the “Company”), which will be held at 4:00 p.m. (Israel Time) on Wednesday, July 23, 2025, at our Israeli office, located at 5 Tarshish St., 2 nd Floor, Caesarea Industrial Park, 3088900, Israel. We intend to hold the annual meeting for the following purposes:
| 1. | To re-elect Hila Karah, Dennis Matheis, Dennis M. McGrath, Erez Raphael, Yoav Shaked, Lawrence Leisure and Adam K. Stern as directors to serve on the Company’s Board of Directors (the “Board”) for a one-year term that expires at the 2026 Annual Meeting of Stockholders, or until their successors are elected and qualified or until their earlier resignation or removal; |
| 2. | To ratify the appointment by the Audit Committee of the Board of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | To consider and vote to amend and restate the Company’s 2020 Equity Compensation Plan, as amended; |
| 4. | To authorize the Board to amend the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, $0.0001 par value per share (the “Common Stock”), at a ratio of not less than two (2) to one (1) and not greater than twenty five (25) to one (1), to be implemented no later than September 15, 2025, as determined by the Board in its sole discretion; |
| 5. | To approve an amendment to the Certificate of Incorporation of the Company to increase the number of authorized shares Common Stock from one hundred sixty million (160,000,000) shares, $0.0001 par value per share, to four hundred million (400,000,000) shares, $0.0001 par value per share; and |
| 6. | 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 has fixed the close of business on May 29, 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. In addition, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19(b).
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 July 23, 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: https://dariohealth.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)-4770-6377, and/or via electronic mail to ir@dariohealth.com. You may also find directions athttps://dariohealth.investorroom.com/SECFilings.
By order of the Board,
/s/ Erez Raphael
Erez Raphael
Chief Executive Officer
Caesarea, Israel
May 30, 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 EACH OF THE PROPOSALS.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS | 2 |
| THE ANNUAL MEETING | 2 |
| PROPOSAL 1 ELECTION OF DIRECTORS | 9 |
| PROPOSAL 2- RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025 | 13 |
| PROPOSAL 3- INCENTIVE PLAN PROPOSAL | 14 |
| PROPOSAL 4- REVERSE STOCK SPLIT PROPOSAL | 21 |
| PROPOSAL 5- INCREASE THE NUMBER OF AUTHORIZED SHARES | 28 |
| Beneficial Ownership of Principal Stockholders, Officers and Directors | 45 |
| STOCKHOLDER PROPOSALS | 48 |
| HOUSEHOLDING OF MEETING MATERIALS | 48 |
| OTHER MATTERS | 48 |
PROXY STATEMENT
DarioHealth****CORP.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.