DarioHealth Enters into Securities Purchase Agreements for Private Placement Financing

DarioHealth Corp. (NASDAQ: DRIO) recently disclosed in an 8-K filing dated January 7, 2025, that it has entered into securities purchase agreements with accredited investors. The agreements, known as Series D Purchase Agreements, are in connection with an offering that includes the sale of an aggregate of 4,974 shares of newly designated Series D-2 Preferred Stock and 1,850 shares of Series D-3 Preferred Stock. These transactions are at a purchase price of $1,000 for each share of Preferred Stock, resulting in gross proceeds of approximately $6,824,000 for the Company. The closing of the Preferred Stock sale is expected to take place on or before January 14, 2025.

On January 9, 2025, following the agreements, DarioHealth filed the Certificate of Designation of Preferences, Rights and Limitations of the Series D-2 Preferred Stock and the Series D-3 Preferred Stock with the Secretary of State of Delaware. Holders of the Preferred Stock will have the option to convert each share into a set number of DarioHealth’s common stock, subject to specified conditions outlined in the Certificates of Designation.

The conversion of the Preferred Stock is contingent on stockholder approval and is subject to certain ownership limitations. The holders are entitled to dividends equivalent to ten percent of the Common Stock shares issuable upon conversion of the Preferred Stock, distributed quarterly over a year from the Closing Date.

Additionally, the Series D-2 Preferred Stock will vote alongside the common stock as a single class on various matters. In the event of liquidation, dissolution, or winding-up of the company, the holders of Preferred Stock will receive payments on a pari passu basis with holders of any Parity Securities, as defined in the Series D-2 Certificate of Designation and the Series D-3 Certificate of Designation.

The Company emphasized that the representations, warranties, and terms outlined in the Series D Purchase Agreements are solely between the involved parties and not meant as a source of factual information for investors or the public. Investors should refer to the Company’s filings with the U.S. Securities and Exchange Commission for relevant disclosures.

The securities issued in the Offering are exempt from registration requirements under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The securities may not be resold in the United States unless registered or exempt from registration under applicable laws.

The complete texts of the Series D Purchase Agreement, the Series D-2 Certificate of Designation, the Series D-3 Certificate of Designation, and the Lock-Up Agreement are available as exhibits in the Form 8-K filing.

The 8-K filing also incorporates details concerning unregistered sales of equity securities and lists relevant financial statements and exhibits.

Overall, these developments reflect DarioHealth’s strategic financial maneuvers and ongoing efforts to bolster its position in the market.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read DarioHealth’s 8K filing here.

About DarioHealth

DarioHealth Corp. operates as a digital health company in the United States, Canada, the European Union, Australia, and New Zealand. Its digital therapeutics platform and suite of solutions deliver personalized and dynamic interventions driven by data analytics and one-on-one coaching for diabetes, hypertension, weight management, musculoskeletal pain, and behavioral health.