DarioHealth Corp.

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PROPOSAL 3

PRIVATE PLACEMENT PROPOSAL

Background and Need for Ratification

On December 18, 2024 and January 14, 2025, we completed the Private Placement transactions pursuant to which we issued an aggregate of 25,605 shares of our Series D, Series D-1, Series D-2 and Series D-3 Preferred Stock (the “Series D Preferred Stock”) to certain institutional and accredited investors. The terms of the Series D Preferred Stock provide that such shares were convertible into shares of our Common Stock and accrue dividends that may be paid in shares of Common Stock. In addition, in connection with the Private Placement, we entered into certain lock-up agreements with holders of our Series B Preferred Stock and Series C Preferred Stock as described below.

At a special meeting of stockholders held on April 28, 2025 (the “April 2025 Special Meeting”), our stockholders approved, for purposes of Nasdaq Listing Rule 5635(d), (i) the issuance of up to 1,697,843 shares of Common Stock upon conversion of the 25,605 shares of Series D Preferred Stock, (ii) the issuance of up to 679,137 shares of Common Stock as dividend shares on the Series D Preferred Stock, and (iii) the issuance of up to 208,754 Additional Shares issuable as share consideration pursuant to certain lock-up agreements with holders of our Series B Preferred Stock and Series C Preferred Stock (the “Lock-Up Agreements”).

After the April 2025 Special Meeting, we determined that the necessary quorum to conduct business at that meeting was 331∕3%, due to a decision in April 2024 to reduce the quorum requirement necessary for stockholder meetings from a majority threshold to a 331∕3% threshold. However, our Board has determined that it is in the best interests of the Company and our stockholders to ratify the Private Placement approvals provided by stockholders at the April 2025 Special Meeting at the majority quorum threshold, in order to eliminate any uncertainty as to such prior approval and to confirm that we have valid stockholder approval for purposes of Nasdaq Listing Rule 5635(d). Ratification is intended to confirm the stockholder approval previously obtained and to ensure that the share issuances described in this Proposal 3 remain valid and effective.

Series D Offering

Between December 16, 2024 and January 7, 2025, we executed two forms of Securities Purchase Agreements with accredited and non-U.S. investors relating to an offering of an aggregate of various 25,605 shares of the Company’s Series D Preferred Stock. The shares of Series D Preferred Stock were issued pursuant to private placement transactions that closed on December 18, 2024 and January 14, 2025.

Pursuant to the Certificates of Designation of Preferences, Rights and Limitations of the Series D, D-1, D-2 and D-3 Convertible Preferred Stock (the “Certificates of Designation”), the shares of Series D, D-1, D-2 and D-3 Convertible Preferred Stock were convertible into an aggregate of 1,697,843 shares of Common Stock based on conversion prices of $14.60 and $16.60 per share. In addition, the shares of Series D, D-1, D-2 and D-3 Convertible Preferred Stock were eligible to receive dividends of up to 679,137 shares of Common Stock. The holders of the Series D, D-1, D-2, and D-3 Preferred Stock were not entitled to vote or convert such preferred stock into shares of Common Stock until we obtained stockholder approval for such conversion. The holders of the Series D-1 and D-3 Preferred Stock did not possess any voting rights. The Series D, D-1, D-2 and D-3 Preferred Stock carried a liquidation preference for each holder equal to the investment made by such holder in the Series D, D-1, D-2 and D-3 Preferred Stock issued in the offering, and such liquidation preference applied in certain deemed liquidation events such as a change in control of the Company. In addition, the holders of Series D, D-1, D-2 and D-3 Preferred Stock were eligible to participate in dividends and other distributions by us on an as-converted basis.

On September 18, 2025, upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock and the approval of the Board, we filed an Amended and Restated Series D Certificates of Designation, all with the Secretary of State of the State of Delaware. The Series D Certificates of Designation were amended to accelerate the mandatory conversion period of all outstanding shares of each such series into shares of the Company’s Common Stock, or at each holder’s election in pre-funded warrants, effective as of September 18, 2025.

During September 2025, all outstanding shares of Series D, D-1, D-2 and D-3 Preferred Stock, totaling 25,605 shares, were converted into 1,600,043 and 776,719 shares of Common Stock and pre-funded warrants, respectively, and as of September 30, 2025, no shares of Series D, D-1, D-2 and D-3 Preferred Stock remains outstanding.

Lock Up Consideration

On December 16, 2024, the Company and certain purchasers that were holders of the Company’s Series B and C Preferred Stock executed lock up agreements, pursuant to which the Company agreed to issue, subject to stockholder approval, up to forty percent (40%) of the shares of Common Stock conversion shares of the 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. Each holder shall be entitled to receive 10% of the Additional Shares for each three (3) month period each holder agrees not to transfer or otherwise sell (subject to certain limitations) the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock and the dividend shares of Common Stock due upon conversion. Between May 23, 2025 and May 28, 2025, the Company and holders that previously entered into Lock-Up Agreements, entered into an Amended and Restated Lock-Up Agreement (the “A&R Lock-Up Agreement”) pursuant to which the holders agreed to extend the restrictive period previously provided in the Lock-Up Agreements until February 21, 2026 for the right to receive an additional 10% of the Common Stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by the holders. On October 20, 2025, the Company and holders that previously entered into the Lock-Up Agreement and the A&R Lock-Up Agreement entered into a Second Amended and Restated Lock-Up Agreement pursuant to which the Lock-Up Period shall automatically terminate, and all share consideration shall be accelerated and immediately be issued by us in full (to the extent not already issued) upon (A) any merger or consolidation of us with or into another individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization, (B) any sale of all or substantially all of the Company’s assets in one transaction or a series of related transactions, or (C) any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property.

The information provided in this proxy statement contains a summary of the terms of the Series D Preferred Stock, Series D-1 Preferred Stock, Series D-2 Preferred Stock, Series D-3 Preferred Stock, and the Lock Up Agreements and are subject to, and qualified in its entirety by reference to the Certificate of Designation of Preferences, Rights and Limitations of the Series D Preferred Stock, the Certificate of Designation of Preferences, Rights and Limitations of the Series D-1 Preferred Stock, the Certificate of Designation of Preferences, Rights and Limitations of the Series D-2 Preferred Stock, the Certificate of Designation of Preferences, Rights and Limitations of the Series D-3 Preferred Stock and the form of Lock Up Agreement are qualified by reference to the full text of these documents, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to our Current Report on Form 8-K filed with the SEC on December 18, 2024, and to Exhibit 3.1, Exhibit 3.2 and Exhibit 10.2, respectively, to our Current Report on Form 8-K filed with the SEC on January 10, 2025.

In September 2025, all outstanding shares of Series D, D-1, D-2 and D-3 Preferred Stock, totaling 25,605 shares, were converted into 1,600,043 and 776,719 shares of Common Stock and pre-funded warrants, respectively, and as of September 30, 2025, no shares of Series D, D-1, D-2 and D-3 Preferred Stock remains outstanding.

Why We Need Stockholder Approval

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “DRIO”, and as such, we are subject to the Nasdaq listing standards. Nasdaq listing Rule 5635(d), requires stockholder approval prior to the issuance of securities in connection with a transaction (other than a public offering) involving the sale, issuance or potential issuance of Common Stock (or securities convertible into or exercisable for Common Stock), at a price less than market value, equal to 20% or more of the Common Stock outstanding prior to the transaction. While we obtained stockholder approval at the April 2025 Special Meeting, our Board has determined that it is in the best interests of the Company and our stockholders to ratify the Private Placement approvals provided by stockholders at the April 2025 Special Meeting at the majority quorum threshold, in order to eliminate any uncertainty as to such prior approval and to confirm that we have valid stockholder approval for purposes of Nasdaq Listing Rule 5635(d). Ratification is intended to confirm the stockholder approval previously obtained and to ensure that the share issuances described in this Proposal 3 remain valid and effective.

Consequences of Not Ratifying this Proposal

Although all shares of Series D, D-1, D-2 and D-3 Preferred Stock have already been converted into Common Stock in accordance with their terms, and we have issued or may in the future issue Additional Shares, Nasdaq Listing Rule 5635(d) requires valid stockholder approval for the issuance of shares in excess of 20% of our pre-transaction outstanding Common Stock at a price below the applicable minimum price. We are seeking this ratification and approval due to the fact that there may be uncertainty as to the prior stockholder approval obtained at the April 2025 Special Meeting and to confirm that we have valid stockholder approval for purposes of Nasdaq Listing Rule 5635(d). Ratification is intended to confirm the stockholder approval previously obtained and to ensure that the share issuances described in this Proposal 3 remain valid and effective.

If stockholders do not ratify the Private Placement Proposal at the Meeting, and the uncertainty remains as to the validity of the approval provided by stockholders at the April 2025 Special Meeting, we may be deemed not to have satisfied Nasdaq Listing Rule 5635(d) with respect to the Private Placement. This could result in, among other things: a notice from Nasdaq that we are not in compliance with its stockholder-approval requirements; potential additional conditions, public reprimand, or other remedial actions required by Nasdaq; and in an adverse case, potential suspension of trading in, or delisting of, our Common Stock from Nasdaq. In addition, if ratification is not obtained, we could be required to seek alternative stockholder approval or other remedial relief, which could be costly, time-consuming and disruptive.

The affirmative vote of a majority of the votes cast at the Meeting by the holders of Common Stock represented in person or by proxy and entitled to vote is required for the ratification of the Private Placement Proposal. Abstentions and broker non-votes will not be counted “for” or “against” the proposal and will have no effect on the outcome of the vote.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION AND APPROVAL OF THE PRIVATE PLACEMENT PROPOSAL.