|
PROSPECTUS SUPPLEMENT
(to the Prospectus dated August 3, 2016)
|
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-212644
4,855,341 Shares of Common Stock
Pre-Funded Warrants to Purchase 7,175,525
shares of Common Stock
We are offering 4,855,341 shares of
our common stock, par value $0.0001 per share, pursuant to this prospectus supplement and the accompanying prospectus.
We
are also offering to certain purchasers whose purchase of shares of common stock in this offering would otherwise result in such
purchasers, together with any group that the holder is a member, beneficially owning more than 4.99% (or, at the election of the
purchaser, 9.99%) of our outstanding common stock immediately following this offering, pre-funded warrants to purchase 7,175,525
shares of common stock in lieu of shares of common stock that would otherwise result in such purchasers’ beneficial ownership
exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock
. The purchase price of each
pre-funded warrant will equal the price per share in this offering, minus $0.0001, and the exercise price of each pre-funded warrant
will equal $0.0001 per share. This offering also relates to the shares of common stock issuable upon exercise of the pre-funded
warrants sold in this offering.
Our common stock is listed on The Nasdaq
Capital Market, or Nasdaq, under the symbol “DRIO.” On May 20, 2019, the last reported sale price for our common
stock was $0.73 per share. The aggregate market value of our outstanding common equity held by non-affiliates on May 20,
2019 was approximately $27.7 million based on 38,004,045 shares of outstanding common stock, of which 31,458,853 shares were held
by non-affiliates, and a per share price of $0.88, the price at which shares of our common stock were last sold on May 7, 2019.
During the twelve calendar months prior to and including the date hereof, we have not offered any securities pursuant to General
Instruction I.B.6. of Form S-3.
Our business and an investment in our
securities involve significant risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement and on
page 1 of the accompanying prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
|
|
|
Price
Per Share
|
|
|
Price Per Pre-
Funded
Warrant
|
|
|
Total
|
|
|
Public offering price
|
|
$
|
0.60
|
|
|
$
|
0.5999
|
|
|
$
|
7,217,802
|
|
|
Underwriting discounts and commissions
(1)
|
|
$
|
0.036
|
|
|
$
|
0.035994
|
|
|
$
|
433,068
|
|
|
Proceeds, before expenses, to us
|
|
$
|
0.564
|
|
|
$
|
0.563906
|
|
|
$
|
6,784,734
|
|
(1) The underwriter shall receive an underwriting
discount of 6% of the aggregate gross proceeds hereunder. See “Underwriting” for additional information regarding
underwriting compensation.
There is no established public trading
market for the pre-funded warrants and we do not expect a market to develop. In addition, we do not intend to list the pre-funded
warrants on Nasdaq, any other national securities exchange or any other nationally recognized trading system.
The underwriter expects to deliver the securities against payment
therefore on or about May 24
,
2019.
Craig-Hallum
Capital Group
May 22, 2019
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus are part of a “shelf” registration statement on Form S-3 (File No. 333-212644) that we initially filed
with the Securities and Exchange Commission, or the SEC, on July 22, 2016 and was declared effective on August 3, 2016. Under
this shelf registration process, we may, from time to time, sell any combination of the securities described in the accompanying
prospectus in one or more offerings up to a total dollar amount of $40,000,000. To date, we have sold $4,495,000 of
our securities under the foregoing shelf registration.
This document is in two parts. The first
part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information
contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying
prospectus. The second part is the accompanying prospectus, which gives more general information about the shares of our common
stock and other securities we may offer from time to time under our shelf registration statement, some of which does not apply
to the common stock offered by this prospectus supplement.
Generally, when we refer to this prospectus
supplement, we are referring to both parts of this document combined together with all documents incorporated by reference. To
the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information
contained in the accompanying prospectus or any document incorporated by reference therein, on the other hand, you should rely
on the information in this prospectus supplement.
You should read this prospectus supplement,
the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus
before making an investment decision. You should also read and consider the information in the documents referred to in the sections
of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents
by Reference.”
You should rely only on the information
contained in or incorporated by reference into this prospectus supplement or contained in or incorporated by reference into the
accompanying prospectus to which we have referred you. We have not authorized anyone to provide you with information that is different.
If anyone provides you with different or inconsistent information, you should not rely on it. The information contained in, or
incorporated by reference into, this prospectus supplement and contained in, or incorporated by reference into, the accompanying
prospectus is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement
and the accompanying prospectus or of any sale of securities.
We are offering to sell, and are seeking
offers to buy, our securities only in jurisdictions where such offers and sales are permitted. The distribution of this prospectus
supplement and the accompanying prospectus and the offering of our securities in certain states or jurisdictions or to certain
persons within such states and jurisdictions may be restricted by law. Persons outside the United States who come into possession
of this prospectus supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating
to the offering of our securities and the distribution of this prospectus supplement and the accompanying prospectus outside the
United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection
with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying
prospectus by any person in any state or jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
As used in this prospectus supplement, the terms the “Company”,
“we”, “us” and “our” mean DarioHealth Corp. unless otherwise indicated.
All dollar amounts refer to U.S. dollars unless otherwise indicated.
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus
supplement, the accompanying prospectus and the documents we incorporate by reference herein and therein contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws regarding
our business, financial condition, expenditures, results of operations and prospects. Words such as “expects,” “anticipates,”
“intends,” “plans,” “planned expenditures,” “believes,” “seeks,” “estimates”,
“may”, “will”, “should” or the negative thereof or other similar expressions or variations
of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying
forward-looking statements as denoted in this prospectus supplement, the accompanying prospectus and the documents we incorporate
by reference herein and therein. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking
statements in this prospectus supplement, the accompanying prospectus and the documents we incorporate by reference herein and
therein reflect the good faith judgment of our management, such statements can only be based on facts and factors known by us
as of such date. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results
and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements.
Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically
addressed under the heading
“Risk Factors”
in this prospectus supplement, the accompanying prospectus and the
documents we incorporate by reference herein and therein, as well as those discussed elsewhere in this prospectus supplement and
the accompanying prospectus. Readers are urged not to place undue reliance on these forward-looking statements, which speak only
as of the date of this prospectus supplement, the accompanying prospectus or the respective documents incorporated by reference
herein or therein, as applicable. Except as required by law, we undertake no obligation to revise or update any forward-looking
statements in order to reflect any event or circumstance that may arise after the date of such forward-looking statements. Readers
are urged to carefully review and consider the various disclosures made throughout the entirety of this prospectus supplement,
the accompanying prospectus and the documents incorporated by reference herein and therein, which attempt to advise interested
parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
PROSPECTUS SUPPLEMENT
SUMMARY
This summary contains basic information
about us and this offering. Because it is a summary, it does not contain all of the information that you should consider before
investing. Before you decide to invest in our securities, you should read this entire prospectus supplement and the accompanying
prospectus carefully, including the sections entitled “Risk Factors,” and our consolidated financial statements and
the related notes and other documents incorporated by reference herein and in the accompanying prospectus.
OUR COMPANY
We are a global Digital Therapeutics (DTx)
company intending to revolutionize the way people manage their health across the chronic condition spectrum. By delivering evidence-based
interventions that are driven by data, high quality software and coaching, we developed a novel approach that empowers individuals
to adjust their lifestyle in a personalized way. Our cross-functional team operates at the intersection of biology, behavioral
science and software technology to deliver highly engaging therapeutic interventions. Our existing Dario
TM
product
is already the highest rated diabetes solution by tens of thousands of consumers who report that they love our user-centered approach.
DarioHealth is rapidly moving into new chronic conditions and geographic markets.
Our flagship product, Dario
TM
,
which we also refer to as our Dario Smart Diabetes Management Solution, is a mobile, real-time, cloud-based, diabetes management
solution based on an innovative, multi-feature software application to track and monitor all facets of diabetes, combined with
a stylish, ‘all-in-one’, pocket-sized, blood glucose monitoring device, which we call the Dario Blood Glucose Monitoring
System, that essentially turns a smartphone into a glucometer. In addition, our future product offerings will focus on the newly
launched DarioEngage software platform, where we, or any care giver, can digitally engage with Dario users, assist them in monitoring
their chronic conditions and provide them with coaching, support, digital communications, and real-time alerts, trends and pattern
analysis. The DarioEngage platform can be leveraged by our potential partners, such as clinics, health care service providers,
employers, and payers for scalable monitoring of people with diabetes in a cost-effective manner, which we expect will open for
us additional revenue streams. Finally, we intend to utilize the data we obtain from our Dario Smart Diabetes Management Solution
and the DarioEngage platform to develop our upcoming healthcare analytics program, Dario Intelligence, which will provide our
users with evidence-based therapeutic intervention to assist them and enhance their diabetes management skills. As such, our solutions
will span the full spectrum of disease monitoring, real-time response, user-centric engagement, motivational tools, nutritional
data and content, coaching tools, and big data and intelligence solutions. We have obtained regulatory clearance or approval for
the Dario Blood Glucose Monitoring System in the U.S., Canada, the E.U., Israel and Australia. We believe that our targeted health
platform is a highly personalized preventative and proactive approach to health improvement based on individual behavior and treatment,
that provides care independent of a user’s schedule and in their private environment, tailored to each person’s unique
profile.
Our Corporate Information
Our address is 8 HaTokhen Street, Caesarea
Industrial Park, 3088900, Israel and our telephone number is +(972)-(4) 770 4055. Our corporate website is: www.mydario.com. The
content of our website shall not be deemed incorporated by reference in this prospectus.
THE OFFERING
|
Common stock offered by us
|
|
4,855,341 shares of common stock
|
|
|
|
|
|
Offering price of common stock
|
|
$0.60 per share.
|
|
|
|
|
|
Pre-funded warrants offered by us
|
|
We are also offering to certain purchasers pre-funded warrants to
purchase up to 7,175,525 shares of common stock, in lieu of purchasing shares of common stock.
The purchase price of each pre-funded warrants will equal the price per share in this offering,
minus $0.0001, and the exercise price of each pre-funded warrants will be $0.0001 per share.
Each pre-funded warrant will be exercisable immediately upon issuance and may be exercised
at any time until all of the pre-funded warrants are exercised in full. A holder will not
have the right to exercise any portion of the pre-funded warrants if the holder (together
with any group that the holder is a member) would beneficially own in excess of 4.99% (or,
at the election of the purchaser, 9.99%), of the number of shares of our common stock outstanding
immediately after giving effect to the exercise, as such percentage ownership is determined
in accordance with the terms of the pre-funded warrants. This prospectus supplement also relates
to the offering of the shares of common stock issuable upon exercise of such pre-funded warrants.
See “Description of Securities We are Offering—Pre-Funded Warrants” for
a discussion on the terms of the pre-funded warrants.
|
|
|
|
|
|
Offering price of pre-funded warrants
|
|
$0.5999 per pre-funded warrant.
|
|
|
|
|
|
Common stock outstanding after this offering
|
|
50,034,911
shares
of common stock (assuming the exercise in full of the pre-funded warrants and the issuance
in full of the shares of common stock underlying the pre-funded warrants).
|
|
|
|
|
|
Use of proceeds
|
|
We intend to use the net proceeds from this offering for commercialization
efforts of our products, such as increased marketing or production expenses, and for general
working capital purposes. See “Use of Proceeds” on page S-9 for more information.
|
|
|
|
|
|
Risk factors
|
|
See “Risk Factors” beginning on page S-6 of this prospectus
supplement and other information included or incorporated by reference into this prospectus
supplement and the accompanying prospectus for a discussion of factors you should carefully
consider before deciding to purchase our securities.
|
|
Nasdaq symbol
|
|
DRIO. The pre-funded warrants will not be listed
for trading on any national securities exchange.
|
Unless we indicate
otherwise, all information in this prospectus supplement is based on 38,004,045 shares of common stock outstanding as of May 20,
2019, and excludes:
|
|
·
|
2,351,794 shares of our common
stock issuable upon exercise of outstanding stock options under our Amended and Restated 2012 Equity Incentive Plan at
a weighted average exercise price of $4.32 per share, with 770,951 shares of common stock remaining available for future
grant under such plan as of May 20, 2019, and 58,322 shares of our common stock issuable upon exercise of outstanding
non-plan stock options at a weighted average exercise price of $39.27 per share;
|
|
|
·
|
18,168,645 shares of our common stock
issuable upon exercise of outstanding warrants at a weighted average exercise price of $1.67 per share as of May 20, 2019; and
|
|
|
·
|
7,175,525
shares
of our common stock issuable upon exercise of the pre-funded warrants sold in this offering.
|
RISK
FACTORS
An investment in our securities involves
significant risks. You should carefully consider the risk factors contained in this prospectus supplement, the accompanying prospectus
and in the documents incorporated by reference herein and therein, including our Annual Report on Form 10-K for the fiscal year
ended December 31, 2018, or Annual Report, as well as all of the information contained below and elsewhere in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein or therein, before you decide to invest
in our securities. Our business, prospects, financial condition and results of operations may be materially and adversely affected
as a result of any of such risks. The value of our common stock could decline as a result of any of these risks. You could lose
all or part of your investment in our securities. Some of our statements in sections entitled
“Risk Factors”
are
forward-looking statements. The risks and uncertainties we have described are not the only ones we face. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects, financial
condition and results of operations.
Risks Related to this Offering
You will experience immediate and
substantial dilution in the net tangible book value per share of the common stock you purchase.
Since the price per share of our common
stock being offered is higher than the net tangible book value per share of our common stock, you will suffer substantial dilution
in the net tangible book value of the common stock you purchase in this offering. Based on the public offering price of $0.60
per share (or share equivalent), and after deducting the underwriting discount and estimated offering expenses payable by us,
if you purchase shares of common stock or pre-funded warrants in this offering, you will suffer immediate and substantial dilution
of $0.39 per share in the net tangible book value of the common stock (assuming the exercise of the pre-funded warrants
offered hereby).
Furthermore, if outstanding options or warrants are exercised, you could
experience further dilution.
See the section entitled “Dilution” on page S-12 in this prospectus supplement
for a more detailed discussion of the dilution you will incur if you purchase securities in this offering.
Our management has significant flexibility
in using the net proceeds of this offering.
We intend to use the net proceeds from
this offering for commercialization efforts of our products, such as increased marketing or production expenses, and for general
working capital purposes. Our management will have significant flexibility in applying the net proceeds of this offering. The
actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash
used in our operations and our research and development efforts. Management’s failure to use these funds effectively
would have an adverse effect on the value of our common stock and could make it more difficult and costly to raise funds in the
future.
We may need additional financing
in the future. We may be unable to obtain additional financing or if we obtain financing it may not be on terms favorable to us.
You may lose your entire investment.
Based on our current plans, we believe
our existing cash and cash equivalents, along with cash generated from this offering, will be sufficient to fund our operating
expense and capital requirements for at least 12 months from the date hereof, although there is no assurance of this, and we may
need funds in the future. If we are unable to obtain additional funds on terms favorable to us, we may be required to cease or
reduce our operating activities. If we must cease or reduce our operating activities, you may lose your entire investment.
There is no public market for the
pre-funded warrants being offered in this offering.
There
is no established public trading market for the pre-funded warrants being offered in this offering, and we do not expect a market
to develop. In addition, we do not intend to apply to list the pre-funded warrants on any securities exchange or nationally recognized
trading system, including Nasdaq. Without an active market, the liquidity of the pre-funded warrants will be limited.
Holders
of pre-funded warrants purchased in this offering will have no rights as holders of common stock until such holders exercise their
pre-funded warrants and acquire our common stock, except as set forth in the pre-funded warrants.
Until holders
of pre-funded warrants acquire shares of our common stock upon exercise of the pre-funded warrants, holders of pre-funded warrants
will have no rights with respect to the shares of our common stock underlying such pre-funded warrants, except as set forth in
the pre-funded warrants. Upon exercise of the pre-funded warrants, the holders will be entitled to exercise the rights of a holder
of common stock only as to matters for which the record date occurs after the exercise date.
Our share price may be volatile.
The market price of our common stock has
fluctuated in the past. Consequently, the current market price of our common stock may not be indicative of future market prices,
and we may be unable to sustain or increase the value of an investment in our common stock.
We do not anticipate paying any
dividends.
No dividends have been paid on our common
stock. We do not intend to pay cash dividends on our common stock in the foreseeable future, and anticipate that profits, if any,
received from operations will be reinvested in our business. Any decision to pay dividends will depend upon our financial condition,
operating results, and current and anticipated cash needs.
Our actual financial results may
differ materially from any guidance we may publish from time to time.
We have in the past and may, from time
to time, voluntarily publish guidance regarding our future performance that represents our management’s estimates as of
the date of relevant release. Any such guidance is based upon a number of assumptions and estimates that, while presented with
numerical specificity, is inherently subject to significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of
which will change. Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of
the guidance furnished by us will not materialize or will vary significantly from actual results. Further, our sales during any
given year may be unevenly distributed as individual orders tend to close in greater numbers immediately prior to the relevant
year end. Our revenues from individual customers may also fluctuate from time to time based on the timing and the terms under
which further orders are received and the duration of the delivery and implementation of such orders. Therefore, if our projected
sales do not close before the end of the relevant year, our actual results may be inconsistent with our published guidance. Accordingly,
our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results may vary
from the guidance and the variations may be material. Investors should also recognize that the reliability of any forecasted financial
data diminishes the farther in the future that the data is forecast. In light of the foregoing, investors are urged to consider
any guidance we may publish in context and not to place undue reliance on it.
Our common stock may be involuntarily
delisted from trading on Nasdaq if we fail to comply with the continued listing requirements. A delisting of our common stock
is likely to reduce the liquidity of our common stock and may inhibit or preclude our ability to raise additional financing.
We are required to comply with certain
Nasdaq continued listing requirements, including a series of financial tests relating to shareholder equity, market value of listed
securities and number of market makers and shareholders. If we fail to maintain compliance with any of those requirements, our
common shares could be delisted from Nasdaq.
We are currently not in compliance with
the quantitative listing standards of Nasdaq, which require, among other things, that listed companies maintain a minimum closing
bid price of $1.00 per share. We failed to satisfy this threshold for 30 consecutive trading days and on December 28, 2018 we
received a letter from Nasdaq indicating that we have been provided a period of 180 calendar days in which to regain compliance.
In the event that Nasdaq does not grant us an additional compliance period or we fail to regain compliance by the end of such
additional compliance period, our board of directors will weigh the available alternatives to regain compliance. However, there
can be no assurance that we will be able to successfully resolve such noncompliance.
If, for any reason, Nasdaq should delist
our common stock from trading on its exchange and we are unable to obtain listing on another national securities exchange or take
action to restore our compliance with the Nasdaq continued listing requirements, a reduction in some or all of the following may
occur, each of which could have a material adverse effect on our stockholders:
|
|
·
|
the
liquidity of our common stock;
|
|
|
·
|
the
market price of our common stock;
|
|
|
·
|
we
will become a “penny stock”, which will make trading of our common stock
much more difficult;
|
|
|
·
|
our
ability to obtain financing for the continuation of our operations;
|
|
|
·
|
the number
of institutional and general investors that will consider investing in our common stock;
|
|
|
·
|
the number
of investors in general that will consider investing in our common stock;
|
|
|
·
|
the number
of market makers in our common stock;
|
|
|
·
|
the availability
of information concerning the trading prices and volume of our common stock; and
|
|
|
·
|
the number
of broker-dealers willing to execute trades in shares of our common stock.
|
USE
OF PROCEEDS
We estimate that our net proceeds from
the sale of the securities offered pursuant to this prospectus supplement will be approximately $6.5 million
,
based upon the public offering price of $
0.60
per share (or share equivalent) and
after deducting underwriting discount and the estimated offering expenses that are payable by us.
We intend to use the net proceeds from
this offering for commercialization efforts for our products, such as increased marketing or production expenses, and for general
working capital purposes.
We have not yet determined the amount
of net proceeds to be used specifically for any of the foregoing purposes. Accordingly, our management will have significant discretion
and flexibility in applying the net proceeds from this offering.
DIVIDEND POLICY
We have never declared or paid cash dividends
on our common stock. We currently intend to retain our future earnings, if any, for use in our business and therefore do not anticipate
paying cash dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our Board of
Directors after taking into account various factors, including our financial condition, operating results, and current and anticipated
cash needs.
CAPITALIZATION
The following
table sets forth our capitalization as of March 31, 2019:
|
|
·
|
on
an actual basis; and
|
|
|
·
|
on
an as adjusted basis to give effect to our sale in this offering of 4,855,341 shares
of common stock and pre-funded warrants to purchase up to 7,175,525 shares of common
stock, assuming the exercise of all of the pre-funded warrants, at a public offering
price of $0.60 per share (or share equivalent), after deducting placement agent fees
and estimated offering expenses payable by us.
|
You should read
this table together with the information contained in this prospectus supplement and the accompanying prospectus and the information
incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 and our Annual Report on
Form 10-K for the year ended December 31, 2018, including the historical financial statements and related notes included in each
of those reports.
|
|
|
As of March
31, 2019
|
|
|
|
|
(Actual)
|
|
|
(As
Adjusted)
|
|
|
|
|
U.S. dollars in thousands
(unaudited)
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
Common Stock of $0.0001 par
value –
Authorized: 160,000,000 shares at March 31, 2019 (unaudited) and December 31, 2018; Issued and Outstanding:
36,821,173 and 36,607,755 shares at March 31, 2019 (unaudited) and December 31, 2018, respectively
|
|
$
|
8
|
|
|
$
|
8
|
|
Preferred Stock of $0.0001 par value -
Authorized: 5,000,000
shares at March 31, 2019 (unaudited) and December 31, 2018; Issued and Outstanding: None at March 31, 2019 (unaudited) and
December 31, 2018
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital (through March 31, 2019)
|
|
|
98,487
|
|
|
|
105,047
|
|
|
Accumulated deficit (through March 31, 2019)
|
|
|
(94,630
|
)
|
|
|
(94,630
|
)
|
|
Total stockholders’ equity
|
|
$
|
3,865
|
|
|
$
|
10,425
|
|
The above discussion and table are
based on
36,821,173
shares of common stock outstanding as of March 31, 2019 and excludes
the following:
|
|
·
|
2,351,794
shares of our common stock issuable upon exercise of outstanding stock options under
our Amended and Restated 2012 Equity Incentive Plan at a weighted average exercise price
of $4.32 per share, with 770,951 shares of common stock remaining available for future
grant under such plan as of May 20, 2019, and 58,322 shares of our common stock issuable
upon exercise of outstanding non-plan stock options at a weighted average exercise price
of $39.27 per share; and
|
|
|
·
|
18,168,645
shares of our common stock issuable upon exercise of outstanding warrants at a weighted
average exercise price of $1.67 per share as of May 20, 2019.
|
DILUTION
Purchasers of the securities offered by
this prospectus supplement and the accompanying prospectus will suffer immediate and substantial dilution in the net tangible
book value per share of common stock. Our net tangible book value as of March 31, 2019 was approximately $0.10 per share of our
common stock. Net tangible book value per share represents the amount of tangible assets less total liabilities, divided by 36,821,173
shares of common stock, which was the number of shares of our common stock outstanding as of March 31, 2019.
Dilution in net tangible book value per
share represents the difference between the amount per share or pre-funded warrant paid by purchasers in this offering and the
net tangible book value per share of our common stock immediately after this offering. After giving effect to the sale of shares
of common stock in this offering (including the shares of common stock underlying the pre-funded warrants and assuming the exercise
of all of the pre-funded warrants) at a public offering price of $0.60 per share (or share equivalent), and after deducting the
underwriting discount and the estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31,
2019 would have been approximately $0.21 per share of common stock. This represents an immediate increase in net tangible book
value of $0.11 per share of common stock to our existing stockholders and an immediate dilution in net tangible book value
of $0.39 per share of common stock to investors participating in this offering. The following table illustrates this per share
dilution:
|
Public offering price per share (or share equivalent)
|
|
|
|
|
|
$
|
0.60
|
|
|
Net tangible book value per share as of
March 31, 2019
|
|
$
|
0.10
|
|
|
|
|
|
|
Increase per share
attributable to this offering
|
|
$
|
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
net tangible book value per share as of March 31, 2019 after this offering
|
|
|
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilution per share to new investors in
this offering
|
|
|
|
|
|
$
|
0.39
|
|
The discussion of dilution, and the table
quantifying it, assume the sale of all shares (or pre-funded warrants) covered by this prospectus supplement but no exercise of
outstanding options or warrants to purchase shares of our common stock.
DESCRIPTION OF
PRE-FUNDED WARRANTS
The following
is a brief summary of certain terms and conditions of the pre-funded warrants being offered by this prospectus
supplement. The following description is subject in all respects to the provisions contained in the pre-funded warrants.
Form
The pre-funded warrants will
be issued as individual warrant certificates to the investors. The form of pre-funded warrant will be filed
as an exhibit to our Current Report on Form 8-K that we will file with the SEC in connection with this offering.
Term
The pre-funded warrants
do not have a termination date and will terminate only when they are exercised in full.
Exercisability
The pre-funded warrants are
exercisable at any time after their original issuance. The pre-funded warrants will be exercisable, at the
option of each holder, in whole or in part by delivering to us a duly executed exercise notice and by payment in full of the exercise
price in immediately available funds for the number of shares of common stock purchased upon such exercise. In addition, the holder
may elect to exercise the pre-funded warrant through a cashless exercise, in which the holder would receive upon such exercise
the net number of shares of common stock determined according to the formula set forth in the pre-funded warrant. No
fractional shares of common stock will be issued in connection with the exercise of a pre-funded warrant.
Exercise
limitations
Under the pre-funded warrants, we
may not effect the exercise of any pre-funded warrant, and a holder will not be entitled to exercise any portion
of any pre-funded warrant, which, upon giving effect to such exercise, would cause the holder, together with
any group that the holder is a member, to beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding
shares of our common stock immediately after such exercise, provided that a holder may terminate, increase or decrease such beneficial
ownership limitation
upon at least 61 days’ advance notice to us
.
In addition,
purchasers of the pre-funded warrants may not effect the exercise of any pre-funded warrant if the holder, together with any group
that the holder is a member, would beneficially own more than 19.99% of the outstanding shares of our common stock immediately
before such exercise, unless we obtain stockholder approval as required by the applicable rules of Nasdaq.
Exercise
price
The
exercise price per whole share of our common stock purchasable upon the exercise of the pre-funded warrants is $0.0001 per share
of common stock. The exercise price of the pre-funded warrants and the number of shares of our common stock issuable
upon exercise of the pre-funded warrants is subject to appropriate adjustment in the event of certain stock dividends
and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock and also upon
any distributions of assets, including cash, stock or other property to our stockholders. The exercise price will not be adjusted
below the par value of our common stock.
Transferability
Subject to applicable
laws, the pre-funded warrants may be offered for sale, sold, transferred or assigned without our consent.
Exchange
listing
We do not plan
on applying to list the pre-funded warrants on Nasdaq, any other national securities exchange or any other
nationally recognized trading system.
Fundamental
transactions
In the event
of a fundamental transaction, as described in the pre-funded warrants and generally including any reorganization,
recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all
of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our
outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding
common stock, upon consummation of such a fundamental transaction, the holders of the pre-funded warrants will
be entitled to receive upon exercise of the pre-funded warrants the kind and amount of securities, cash or
other property that the holders would have received had they exercised the pre-funded warrants immediately prior to
such fundamental transaction without regard to any limitations on exercised contained in the pre-funded warrants.
No rights
as a stockholder
Except by virtue
of such holder’s ownership of shares of our common stock and except as set forth in the pre-funded warrants, the holder
of a pre-funded warrant does not have the rights or privileges of a holder of our common stock, including
any voting rights, until the holder exercises the pre-funded warrant.
UNDERWRITING
We are offering the shares of common stock
and pre-funded warrants described in this prospectus supplement and the accompanying prospectus through the underwriter listed
below. The underwriter named below has agreed to buy, subject to the terms of the underwriting agreement, the number of securities
listed opposite its name below. The underwriter is committed to purchase and pay for all of the securities if any are purchased.
Craig-Hallum Capital Group LLC is the sole underwriter.
|
Underwriter
|
|
Number of
Shares
|
|
|
Number of Pre-
Funded
Warrants
|
|
|
Craig-Hallum Capital Group LLC
|
|
|
4,855,341
|
|
|
|
7,175,525
|
|
The underwriter has advised us that they
propose to offer the shares of common stock and pre-funded warrants to the public at a price of $0.60 per share and the pre-funded
warrants at a price of $0.5999 per pre-funded warrant. The underwriter proposes to offer the shares of common stock to certain
dealers at the same price less a concession of not more than $0.0216 per share. If all of the securities are not sold at the public
offering price, the underwriter may change the offering price and other selling terms.
The underwriter is offering the shares
and pre-funded warrants, subject to prior sale, when, as and if issued to and accepted by it, subject to approval of legal matters
by its counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the
receipt by the underwriter of officers’ certificates and legal opinions. The underwriter reserves the right to withdraw,
cancel or modify offers to the public and to reject orders in whole or in part. The underwriter has advised us that it does not
intend to confirm sales to any accounts over which it exercises discretionary authority.
The shares and pre-funded warrants sold
in this offering are expected to be ready for delivery on or about May 24, 2019, against payment in immediately available funds.
The table below summarizes the underwriting
discounts that we will pay to the underwriter. In addition to the underwriting discount, we have agreed to reimburse up to $100,000
of the fees and expenses of the underwriter, which includes the fees and expenses of counsel to the underwriter, in connection
with this offering. The fees and expenses of the underwriter that we have agreed to reimburse are not included in the underwriting
discounts set forth in the table below. The underwriting discount and reimbursable expenses the underwriter will receive were
determined through arms’ length negotiations between us and the underwriter.
|
|
|
Per Share
|
|
|
Per Pre-
Funded
Warrant
|
|
|
Total
Aggregate
Proceeds
|
|
|
Public offering price
|
|
$
|
0.60
|
|
|
$
|
0.5999
|
|
|
$
|
7,217,802
|
|
|
Underwriting
discounts and commissions paid by us
(1)
|
|
$
|
0.036
|
|
|
$
|
0.035994
|
|
|
$
|
433,068
|
|
|
Proceeds to us, before expenses
|
|
$
|
0.564
|
|
|
$
|
0.563906
|
|
|
$
|
6,784,734
|
|
(1) The underwriter shall receive an underwriting
discount of 6% of the aggregate gross proceeds hereunder.
We estimate that the total expenses of
this offering, excluding underwriting discounts, will be $225,000. This includes $100,000 of fees and expenses of the underwriter
which are payable by us.
We also have agreed to indemnify the underwriter
against certain liabilities, including civil liabilities under the Securities Act of 1933, as amended, or to contribute to payments
that the underwriter may be required to make in respect of those liabilities.
Lock-Up Agreements
We and each of our directors and officers
have agreed not to offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any shares of common stock or any
securities convertible into or exchangeable for shares of common stock without the prior written consent of Craig-Hallum Capital
Group LLC for a period of 90 days after the date of this prospectus supplement. These lock-up agreements provide limited exceptions
and their restrictions may be waived at any time by Craig-Hallum Capital Group LLC.
Stabilization
In connection with this offering, the
underwriter may engage in stabilizing transactions. Stabilizing transactions permit bids to purchase shares of common stock so
long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding
a decline in the market price of the common stock while the offering is in progress.
Other Relationships
The
underwriter and its respective affiliates have engaged in, and may in the future engage in, investment banking and other commercial
dealings in the ordinary course of business with us or our affiliates. The underwriter has received, or may in the future receive,
customary fees and commissions for these transactions
.
In the ordinary course of its various
business activities, the underwriter and its affiliates may make or hold a broad array of investments and actively trade debt
and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account
and for the accounts of its customers, and such investment and securities activities may involve securities and/or instruments
of the issuer. The underwriter and its affiliates may also make investment recommendations and/or publish or express independent
research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments.
Electronic
Offer, Sale and Distribution
A prospectus in electronic format may
be made available on the websites maintained by the underwriter, if any, participating in this offering and the underwriter may
distribute prospectuses electronically. Other than the prospectus in electronic format, the information on these websites is not
part of this prospectus supplement, the accompanying prospectus or the registration statement of which this prospectus supplement
and the accompanying prospectus form a part, has not been approved or endorsed by us or the underwriter, and should not be relied
upon by investors.
Listing
Our common stock is listed on Nasdaq
under the symbol “DRIO”.
Transfer Agent and Registrar
The transfer agent and registrar for
our common stock is VStock Transfer, LLC.
Selling Restrictions
Canada
.
The offering of the securities in Canada is being made on a private placement basis in reliance on exemptions from the prospectus
requirements under the securities laws of each applicable Canadian province and territory where the common stock may be offered
and sold, and therein may only be made with investors that are purchasing as principal and that qualify as both an “accredited
investor” as such term is defined in National Instrument 45-106-Prospectus Exemptions and as a “permitted client”
as such term is defined in National Instrument 31-103-Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Any offer and sale of the common stock in any province or territory of Canada may only be made through a dealer that is properly
registered under the securities legislation of the applicable province or territory wherein the common stock is offered and/or
sold or, alternatively, by a dealer that qualifies under and is relying upon an exemption from the registration requirements therein.
Any resale of
the securities by an investor resident in Canada must be made in accordance with applicable Canadian securities laws, which may
require resales to be made in accordance with prospectus and registration requirements, statutory exemptions from the prospectus
and registration requirements or under a discretionary exemption from the prospectus and registration requirements granted by
the applicable Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales
of the common stock outside of Canada.
LEGAL
MATTERS
The validity of the securities offered
hereby will be passed upon for us by Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, New York, New York. Certain
legal matters related to the offering will be passed upon for the underwriter by Ellenoff Grossman & Schole LLP, New York,
New York.
EXPERTS
The consolidated financial statements
of DarioHealth Corp. at December 31, 2018 and 2017, and for each of the two years in the period ended December 31, 2018, incorporated
by reference in this prospectus have been audited by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent
registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions
that raise substantial doubt about our ability to continue as a going concern as described in Note 1c to the consolidated financial
statements) appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts
in accounting and auditing.
WHERE YOU CAN FIND
MORE INFORMATION
We file annual, quarterly and other reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s
website at
http://www.sec.gov
.
Our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, and other information we file
with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge at our website
at http:// www.mydario.com. Such information is made available on our website as soon as reasonably practicable after we electronically
file it with or furnish it to the SEC. Information contained on, or accessible through, our website is not part of this prospectus
supplement.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
We are “incorporating by reference”
certain documents we file with the SEC, which means that we can disclose important information to you by referring you to those
documents. The information in the documents incorporated by reference is considered to be part of this prospectus. Statements
contained in documents that we file with the SEC and that are incorporated by reference in this prospectus will automatically
update and supersede information contained in this prospectus, including information in previously filed documents or reports
that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent
with the old information.
We have filed the following documents
with the SEC. These documents are incorporated herein by reference as of their respective dates of filing:
(1) Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the SEC on March 25, 2019;
(2) Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, as filed with the SEC on May 13, 2019;
(3) Our
Current Report on Form 8-K as filed with the SEC on May 21, 2019;
(4) The
description of our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on February 25, 2016,
including any amendments and reports filed for the purpose of updating such description.
All documents filed by us pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after the date of the filing of the registration statement
of which this prospectus forms a part and prior to its effectiveness and (2) until all of the Common Stock to which this
prospectus relates has been sold or the offering is otherwise terminated, except in each case for information contained in any
such filing where we indicate that such information is being furnished and is not to be considered “filed” under the
Exchange Act, will be deemed to be incorporated by reference in this prospectus and any accompanying prospectus supplement and
to be a part hereof from the date of filing of such documents.
We will provide a copy of the documents
we incorporate by reference, at no cost, to any person who receives this prospectus. To request a copy of any or all of these
documents, you should write or telephone us at 8 HaToKhen Street, Caesarea Industrial Park, 3088900, Israel, Attention: Controller,
+(972)-(4) 770 4055.
PROSPECTUS
![[GRAPHIC MISSING]](https://content.edgar-online.com/edgar_conv_img/2019/05/22/0001144204-19-027767_IMG2.JPG)
LABSTYLE INNOVATIONS
CORP.
$
40,000,000
COMMON STOCK
WARRANTS
UNITS
We may from time
to time sell common stock, warrants to purchase common stock and units of such securities, in one or more offerings, for an aggregate
initial offering price of $40,000,000. We refer to the common stock, the warrants to purchase common stock and the units collectively
as the securities. This prospectus describes the general manner in which our securities may be offered using this prospectus.
We may sell these securities to or through underwriters or dealers, directly to purchasers or through agents. We will set forth
the names of any underwriters, dealers or agents in an accompanying prospectus supplement. You should carefully read this prospectus
and any accompanying supplements before you decide to invest in any of these securities.
Our common stock and warrants are traded
on the Nasdaq Capital Market, or Nasdaq, under the symbols “DRIO” and “DRIOW,” respectively.
Investing in the securities involves
risks. See
“Risk Factors”
beginning on page 1 of this prospectus.
As of July 21, 2016, the aggregate market
value of our common stock held by non-affiliates was approximately $18,527,880 based on a per share price of $4.61, the price
at which shares of our common stock were last sold on July 21, 2016. We have not offered and sold any securities in a primary
offering pursuant to Instruction I.B.6 of the General Instructions to Form S-3 during the period of 12 calendar months immediately
prior to and including the date of this prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this
prospectus is August 3, 2016.
TABLE OF CONTENTS
You should rely only on the information
contained in this prospectus, any prospectus supplement and the documents incorporated by reference, or to which we have referred
you. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. This prospectus and any prospectus supplement does not constitute an offer to sell, or
a solicitation of an offer to purchase, the securities offered by this prospectus and any prospectus supplement in any jurisdiction
to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction.
You should not assume that the information contained in this prospectus, any prospectus supplement or any document incorporated
by reference is accurate as of any date other than the date on the front cover of the applicable document.
Neither the delivery of this prospectus
nor any distribution of securities pursuant to this prospectus shall, under any circumstances, create any implication that there
has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the
date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.
When used herein, unless the context
requires otherwise, references to the “Company,” “we,” “our” and “us” refer to
LabStyle Innovations Corp., a Delaware corporation, collectively with its wholly-owned subsidiary, LabStyle Innovation Ltd., an
Israeli corporation.
All dollar amounts refer to U.S. dollars
unless otherwise indicated.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process.
Under this shelf registration process, we may, from time to time, sell any combination of the securities described in this prospectus
in one or more offerings up to a total dollar amount of $40,000,000. This prospectus describes the securities we may offer and
the general manner in which our securities may be offered by this prospectus. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of that offering. We may also add, update or change
in the prospectus supplement any of the information contained in this prospectus. To the extent there is a conflict between the
information contained in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement,
provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for
example, a document incorporated by reference in this prospectus or any prospectus supplement—the statement in the document
having the later date modifies or supersedes the earlier statement.
OUR COMPANY
This summary highlights information
contained in the documents incorporated herein by reference. Before making an investment decision, you should read the entire
prospectus, and our other filings with the SEC, including those filings incorporated herein by reference, carefully, including
the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
We are a digital health (mHealth) company
that is developing and commercializing a patented and proprietary technology providing consumers with laboratory-testing capabilities
using smart phones and other mobile devices. Our flagship product, Dario
TM
, which we also refer to as our Dario
TM
Smart Diabetes Management Solution, is a mobile, real-time, cloud-based, diabetes management solution based on an innovative,
multi-feature software application combined with a stylish, ‘all-in-one’, pocket-sized, blood glucose monitoring device,
which we call the Dario
TM
Smart Meter.
Beyond the benefits of individual diabetes
management, we envision the Dario
TM
application becoming the centerpiece in a new era of interconnected devices and
services, providing healthier and better lives for diabetic patients worldwide. With every single measurement captured and stored
on a secure cloud data base, LabStyle’s software driven, comprehensive data-management technology has the potential to deliver
actionable insight and analytical tools to manage individual patients or large populations, as well as provide a complete and
comprehensive “big data” solution for healthcare providers and payers.
Our address is 9 Halamish Street, Caesarea
Industrial Park, 3088900, Israel and our telephone number is +(972)-(4) 770 4055. Our corporate website is: www.mydario.com. The
content of our website shall not be deemed incorporated by reference in this prospectus.
RISK FACTORS
An investment in our common stock involves
significant risks. You should carefully consider the risk factors contained in any prospectus supplement and in our filings with
the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as well as all of the information
contained in this prospectus, any prospectus supplement and the documents incorporated by reference herein or therein, before
you decide to invest in our common stock. Our business, prospects, financial condition and results of operations may be materially
and adversely affected as a result of any of such risks. The value of our common stock could decline as a result of any of these
risks. You could lose all or part of your investment in our common stock. Some of our statements in sections entitled “Risk
Factors” are forward-looking statements. The risks and uncertainties we have described are not the only ones we face. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects,
financial condition and results of operations.
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement
and the documents we incorporate by reference contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other federal securities laws, regarding our business, clinical trials, financial condition,
expenditures, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,”
“plans,” “planned expenditures,” “believes,” “seeks,” “estimates”
and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to
represent an all-inclusive means of identifying forward-looking statements as denoted in this prospectus, any prospectus supplement
and the documents we incorporate by reference. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in
this prospectus, any prospectus supplement and the documents we incorporate by reference reflect the good faith judgment of our
management, such statements can only be based on facts and factors known by us as of such date. Consequently, forward-looking
statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results
and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences
in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors”
herein and in the documents we incorporate by reference, as well as those discussed elsewhere in this prospectus and any prospectus
supplement. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date
of this prospectus, any prospectus supplement or the respective documents incorporated by reference, as applicable. Except as
required by law, we undertake no obligation to revise or update any forward-looking statements in order to reflect any event or
circumstance that may arise after the date of such forward-looking statements. Readers are urged to carefully review and consider
the various disclosures made throughout the entirety of this prospectus, any prospectus supplement and the documents incorporated
by reference, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition,
results of operations and prospects.
USE
OF PROCEEDS
Unless we otherwise indicate in the applicable
prospectus supplement, we currently intend to use the net proceeds from the sale of the securities for research and development
of our products and for general working capital purposes.
We may set forth additional information
on the use of net proceeds from the sale of securities we offer under this prospectus in a prospectus supplement relating to the
specific offering. Pending the application of the net proceeds, we intend to invest the net proceeds in bank deposits or investment-grade
and interest-bearing securities subject to any investment policies our management may determine from time to time.
THE SECURITIES WE
MAY OFFER
The descriptions of the securities contained
in this prospectus, together with any applicable prospectus supplement, summarize the material terms and provisions of the various
types of securities that we may offer. We will describe in any applicable prospectus supplement relating to any securities the
particular terms of the securities offered by that prospectus supplement. If we so indicate in any applicable prospectus supplement,
the terms of the securities may differ from the terms we have summarized below. We may also include in any prospectus supplement
information, where applicable, about material U.S. federal income tax consequences relating to the securities, and the securities
exchange or market, if any, on which the securities will be listed.
We may sell from time to time, in one or
more offerings, one or more of the following securities:
|
|
·
|
warrants to purchase
common stock; and
|
|
|
·
|
units of the securities
mentioned above.
|
The total initial offering price of all
securities that we may issue in these offerings will not exceed $40,000,000.
DESCRIPTION
OF CAPITAL STOCK
The following summary is a description of the material
terms of our share capital. We encourage you to read our Certificate of Incorporation, as amended, and Amended and Restated By-laws
which have been filed with the SEC, as well as the provisions of the Delaware General Corporation Law.
General
Our authorized capital stock currently
consists of 160,000,000 shares of common stock, par value $0.0001 per share and 5,000,000 shares of blank-check preferred stock,
par value $0.0001 per share. As of July 21, 2016, we had 5,688,358 shares of common stock outstanding and no shares of preferred
stock designated, issued or outstanding. No other class or series of capital stock has been established.
Description of Common Stock
Upon our liquidation, dissolution or winding
up, the holders of common stock are entitled to share ratably in all net assets available for distribution to security holders
after payment to creditors. The common stock is not convertible or redeemable and has no preemptive, subscription or conversion
rights. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of security holders.
There are no cumulative voting rights. The holders of outstanding shares of common stock are entitled to receive dividends out
of assets legally available therefore at such times and in such amounts as our Board of Directors, or our Board, may from time
to time determine. Holders of common stock will share equally on a per share basis in any dividend declared by our Board. We have
not paid any dividends on our common stock and do not anticipate paying any cash dividends on such stock in the foreseeable future.
In the event of a merger or consolidation, all holders of common stock will be entitled to receive the same per share consideration.
Meetings of Stockholders
An annual meeting of our stockholders shall
be held on the day and at the time as may be set by our Board, at which the stockholders shall elect the board of directors and
transact such other business as may properly be brought before the meeting. All annual meetings of stockholders are to be held
at our registered office in the State of Delaware or at such other place as may be determined by our Board.
Special meetings of our stockholders may
be called for any purpose or purposes, unless otherwise prescribed by statute, by our Board of Directors, the Chairman of the
Board or the Chief Executive Officer, President or other executive officer of the Company, or at the request, in writing, of the
stockholders of record, and only of record, owning not less than sixty-six and two-thirds percent (66 2/3%) of the entire capital
stock of the Company issued and outstanding and entitled to vote. Business transacted at any special meeting of stockholders shall
be confined to the purpose or purposes stated in the notice for such meeting.
Anti-Takeover Effect of Delaware Law, Certain Charter and
Bylaw Provisions
Our certificate of incorporation and bylaws
contain provisions that could have the effect of discouraging potential acquisition proposals or tender offers or delaying or
preventing a change of control of our company. These provisions are as follows:
|
|
·
|
they provide
that special meetings of stockholders may be called only by the Board of Directors, Chief
Executive Officer, President or our Chairman of the Board of Directors, or at the request,
in writing, by stockholders of record owning at least sixty-six and two-thirds (66 2/3%)
percent of the issued and outstanding voting shares of common stock;
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they do not
include a provision for cumulative voting in the election of directors. Under cumulative
voting, a minority stockholder holding a sufficient number of shares may be able to ensure
the election of one or more directors. The absence of cumulative voting may have the
effect of limiting the ability of minority stockholders to effect changes in our Board
of Directors; and
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they allow
us to issue, without stockholder approval, up to 5,000,000 shares of preferred stock
that could adversely affect the rights and powers of the holders of our common stock.
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We are subject to the provisions of Section
203 of the General Corporation Law of the State of Delaware, an anti-takeover law. In general, Section 203 prohibits a publicly
held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for
a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business
combination is approved in the following prescribed manner:
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prior to the
time of the transaction, the board of directors of the corporation approved either the
business combination or the transaction which resulted in the stockholder becoming an
interested stockholder;
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upon completion
of the transaction that resulted in the stockholder becoming an interested stockholder,
the stockholder owned at least 85% of the voting stock of the corporation outstanding
at the time the transaction commenced, excluding for purposes of determining the number
of shares outstanding (1) shares owned by persons who are directors and also officers
and (2) shares owned by employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; and
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on or subsequent
to the time of the transaction, the business combination is approved by the board and
authorized at an annual or special meeting of stockholders, and not by written consent,
by the affirmative vote of at least 66 2/3% of the outstanding voting stock which
is not owned by the interested stockholder.
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Generally, for purposes of Section 203,
a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit
to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates,
owns or, within three years prior to the determination of interested stockholder status, owned 15% or more of a corporation’s
outstanding voting securities.
Transfer Agent and Registrar
VStock Transfer, LLC is the transfer agent
and registrar for our common stock. Their address is 18 Lafayette Place, Woodmere, NY 11598, telephone (212) 828-8436.
Listing
Our common stock and warrants are traded
on Nasdaq under the symbols “DRIO” and “DRIOW,” respectively.
DESCRIPTION OF WARRANTS
As of July 21, 2016, warrants to purchase
an aggregate of 4,897,994 shares of common stock were outstanding with expiration dates between July 23, 2016 and March 8, 2021
at exercise prices ranging from $3.24 to $135 per share, subject to adjustments for stock splits, dividends, reclassifications
and the like. Of those warrants, warrants to purchase 973,705 shares of common stock at an adjusted exercise price of $3.59 per
share are subject to “weighted average” adjustment for dilutive issuance. Additionally, 1,528,333 of those warrants
are traded on Nasdaq under the symbol “DRIOW.”
The following description, together with
the additional information we may include in any applicable prospectus supplement, summarizes the material terms and provisions
of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the
terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series
of warrants in more detail in the applicable prospectus supplement. Additionally, we may seek to apply to have such warrants listed
on Nasdaq, although there is no assurance we will seek to do so, and even if we do seek to list such warrants no assurance can
be given that our applications would be approved. If we so indicate in a prospectus supplement, the terms of any warrants offered
under that prospectus supplement may differ from the terms we describe below. Specific warrant agreements will contain additional
important terms and provisions and will be incorporated by reference as an exhibit to the registration statement of which this
prospectus forms a part.
General
We may issue warrants for the purchase
of common stock in one or more series. We may issue warrants independently or together with common stock, and the warrants may
be attached to or separate from the common stock.
We will evidence each series of warrants
by warrant certificates that we will issue under a separate agreement or by warrant agreements that we will enter into directly
with the purchasers of the warrants. If we evidence warrants by warrant certificates, we will enter into a warrant agreement with
a warrant agent. We will indicate the name and address of the warrant agent, if any, in the applicable prospectus supplement relating
to a particular series of warrants.
We will describe in the applicable prospectus
supplement the terms of the series of warrants, including:
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the offering
price and aggregate number of warrants offered;
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the currency
for which the warrants may be purchased or exercised;
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if applicable,
the terms of the common stock with which the warrants are issued and the number of warrants
issued with such common stock;
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if applicable,
the date on and after which the warrants and the related common stock will be separately
transferable;
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the number
of shares of common stock purchasable upon the exercise of one warrant and the price
at which these shares may be purchased upon such exercise;
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the manner
in which the warrants may be exercised, which may include by cashless exercise;
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the effect
of any merger, consolidation, sale or other disposition of our business on the warrant
agreement and the warrants;
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the terms of
any rights to redeem or call the warrants;
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any provisions
for changes to or adjustments in the exercise price or number of shares of common stock
issuable upon exercise of the warrants;
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the dates on
which the right to exercise the warrants will commence and expire;
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the manner in
which the warrant agreement and warrants may be modified;
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the material
U.S. federal income tax consequences of holding or exercising the warrants;
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the terms of
the common stock issuable upon exercise of the warrants; and
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any other specific
terms, preferences, rights or limitations of or restrictions on the warrants.
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Before exercising their warrants, holders
of warrants will not have any of the rights of holders of the common stock purchasable upon such exercise, including the right
to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise of Warrants
Each warrant will entitle the holder to
purchase the number of shares of common stock that we specify in the applicable prospectus supplement at the exercise price that
we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders
of the warrants may exercise the warrants at any time up to 5:00 P.M., Eastern U.S. time, on the expiration date that we
set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will
become void.
Holders of the warrants may exercise the
warrants by delivering to the warrant agent or us the warrant certificate or warrant agreement representing the warrants to be
exercised together with specified information, and by paying the required amount to the warrant agent or us in immediately available
funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate or
in the warrant agreement and in the applicable prospectus supplement the information that the holder of the warrant will be required
to deliver to the warrant agent or us in connection with such exercise.
Upon receipt of the required payment and
the warrant certificate or the warrant agreement, as applicable, properly completed and duly executed at the corporate trust office
of the warrant agent, if any, at our offices or at any other office indicated in the applicable prospectus supplement, we will
issue and deliver the common stock purchasable upon such exercise. If fewer than all of the warrants represented by the warrant
certificate or warrant agreement are exercised, then we will issue a new warrant certificate or warrant agreement for the remaining
amount of warrants.
Enforceability of Rights by Holders of Warrants
If we appoint a warrant agent, any warrant
agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of
agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue
of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement
or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us.
Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate
legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
DESCRIPTION OF UNITS
We may issue, in one or more series, units
consisting of common stock and warrants for the purchase of common stock. While the terms we have summarized below will
apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units
in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may
differ from the terms described below.
We will file as exhibits to the registration
statement of which this prospectus forms a part, or will incorporate by reference from reports that we file with the SEC, the
form of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before
the issuance of the related series of units. The following summary of material terms and provisions of the units is subject
to, and qualified in its entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable
to a particular series of units. We urge you to read the applicable prospectus supplement related to the particular series
of units that we may offer under this prospectus and the complete unit agreement and any supplemental agreements that contain
the terms of the units.
Each unit will be issued so that the holder
of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and
obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the
securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
We will describe in the applicable prospectus
supplement the terms of the series of units, including:
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the designation
and terms of the units, including whether and under what circumstances the securities
comprising the units may be held or transferred separately;
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any provisions
of the governing unit agreement that differ from those described herein; and
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any provisions
for the issuance, payment, settlement, transfer or exchange of the units or the securities
comprising the units.
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The provisions described in this section,
as well as those described under
“Description of Capital Stock”
and
“Description of Warrants,”
will apply to each unit and to any common stock or warrant included in each unit, respectively.
We may issue units in such amounts and
in such distinct series as we determine.
PLAN OF DISTRIBUTION
We may sell the securities being offered
hereby in one or more of the following ways from time to time:
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through agents
to the public or to investors;
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to one or more
underwriters for resale to the public or to investors;
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to the extent
we are eligible, in “at the market offerings,” within the meaning of Rule
415(a)(4) of the Securities Act of 1933, as amended, or the Securities Act, to or through
a market maker or into an existing trading market, on an exchange or otherwise;
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directly to
investors in privately negotiated transactions;
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directly to
a purchaser pursuant to what is known as an “equity line of credit” as described
below; or
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through a combination
of these methods of sale.
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The securities that we distribute by any
of these methods may be sold, in one or more transactions, at:
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a fixed price
or prices, which may be changed;
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market prices
prevailing at the time of sale;
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prices related
to prevailing market prices; or
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The accompanying prospectus supplement
will describe the terms of the offering of our securities, including:
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the name or
names of any agents or underwriters;
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any securities
exchange or market on which the common stock may be listed;
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the purchase
price and commission, if any, to be paid in connection with the sale of the securities
being offered and the proceeds we will receive from the sale;
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any options
pursuant to which underwriters may purchase additional securities from us;
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any underwriting
discounts or agency fees and other items constituting underwriters’ or agents’
compensation;
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any public
offering price; and
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any discounts
or concessions allowed or reallowed or paid to dealers.
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If underwriters are used in the sale, they
will acquire the securities for their own account and may resell the securities from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of the sale. The
obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting
agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all the securities
offered by the prospectus supplement. We may change from time to time the public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
If we use a dealer in the sale of the securities
being offered pursuant to this prospectus or any prospectus supplement, we will sell the securities to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.
We may sell the securities directly or
through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will
describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise,
any agent will act on a best-efforts basis for the period of its appointment.
We may also sell securities pursuant to
an “equity line of credit.” In such event, we will enter into a common stock purchase agreement with the purchaser
to be named therein, which will be described in a Current Report on Form 8-K that we will file with the SEC. In that Form
8-K, we will describe the total amount of securities that we may require the purchaser to purchase under the purchase agreement
and the other terms of purchase, and any rights that the purchaser is granted to purchase securities from us. In addition to our
issuance of shares of common stock to the equity line purchaser pursuant to the purchase agreement, this prospectus (and the applicable
prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part) also covers
the resale of those shares from time to time by the equity line purchaser to the public. The equity line purchaser will be considered
an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Its resales may be effected through
a number of methods, including without limitation, ordinary brokerage transactions and transactions in which the broker solicits
purchasers and block trades in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position
and resell a portion of the block as principal to facilitate the transaction. The equity line purchaser will be bound
by various anti-manipulation rules of the SEC and may not, for example, engage in any stabilization activity in connection with
its resales of our securities and may not bid for or purchase any of our securities or attempt to induce any person to purchase
any of our securities other than as permitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
We may sell our securities directly or
through agents we designate from time to time. We will name any agent involved in the offering and sale of our common stock, and
we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise,
our agent will act on a best-efforts basis for the period of its appointment.
We may provide underwriters and agents
with indemnification against civil liabilities related to offerings pursuant to this prospectus, including liabilities under the
Securities Act, or contribution with respect to payments that the underwriters or agents may make with respect to these liabilities.
Underwriters and agents may engage in transactions with, or perform services for, us in the ordinary course of business. We will
describe such relationships in the prospectus supplement naming the underwriter or agent and the nature of any such relationship.
Rules of the SEC may limit the ability
of any underwriters to bid for or purchase securities before the distribution of the shares of common stock is completed. However,
underwriters may engage in the following activities in accordance with the rules:
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Stabilizing
transactions
— Underwriters may make bids or purchases for the purpose of pegging,
fixing or maintaining the price of the shares, so long as stabilizing bids do not exceed
a specified maximum.
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Options
to purchase additional stock and syndicate covering transactions
— Underwriters
may sell more shares of our common stock than the number of shares that they have committed
to purchase in any underwritten offering. This creates a short position for the underwriters.
This short position may involve either “covered” short sales or “naked”
short sales. Covered short sales are short sales made in an amount not greater than the
underwriters’ option to purchase additional shares in any underwritten offering.
The underwriters may close out any covered short position either by exercising their
option or by purchasing shares in the open market. To determine how they will close the
covered short position, the underwriters will consider, among other things, the price
of shares available for purchase in the open market, as compared to the price at which
they may purchase shares through their option. Naked short sales are short sales in excess
of the option. The underwriters must close out any naked position by purchasing shares
in the open market. A naked short position is more likely to be created if the underwriters
are concerned that, in the open market after pricing, there may be downward pressure
on the price of the shares that could adversely affect investors who purchase shares
in the offering.
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Penalty
bids
— If underwriters purchase shares in the open market in a stabilizing
transaction or syndicate covering transaction, they may reclaim a selling concession
from other underwriters and selling group members who sold those shares as part of the
offering.
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Similar to other purchase transactions,
an underwriter’s purchases to cover the syndicate short sales or to stabilize the market price of our common stock may have
the effect of raising or maintaining the market price of our common stock or preventing or mitigating a decline in the market
price of our common stock. As a result, the price of the shares of our common stock may be higher than the price that might otherwise
exist in the open market. The imposition of a penalty bid might also have an effect on the price of shares if it discourages resales
of the shares.
If commenced, the underwriters may discontinue
any of these activities at any time.
Our common stock is traded on Nasdaq. One
or more underwriters may make a market in our common stock, but the underwriters will not be obligated to do so and may discontinue
market making at any time without notice. We cannot give any assurance as to liquidity of the trading market for our common stock.
Any underwriters who are qualified market
makers on Nasdaq may engage in passive market making transactions in that market in the common stock in accordance with Rule 103
of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales
of the common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as
passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent
bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market
maker’s bid must then be lowered when certain purchase limits are exceeded.
In compliance with guidelines of the Financial
Industry Regulatory Authority, or FINRA, the maximum commission or discount to be received by any FINRA member or independent
broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable
prospectus supplement.
LEGAL
MATTERS
Zysman, Aharoni, Gayer and Sullivan &
Worcester LLP, New York, New York, passed upon the validity of the securities offered hereby.
EXPERTS
The consolidated financial statements of
LabStyle Innovations Corp. at December 31, 2015 and 2014, and for each of the two years in the period ended December 31, 2015,
incorporated by reference in this prospectus have been audited by Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph
describing conditions that raise substantial doubt about our ability to continue as a going concern as described in Note 1c to
the consolidated financial statements) and are incorporated in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We are subject to the reporting and information
requirements of the Exchange Act, and as a result file periodic reports and other information with the SEC. These periodic reports
and other information will be available for inspection and copying at the SEC’s public reference room and the website of
the SEC referred to below. We also make available on our website under “Investors/Filings,” free of charge, our proxy
statements, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports
as soon as reasonably practicable after we electronically file such materials with or furnish them to the SEC. Our
website address is www.mydario.com. This reference to our website is an inactive textual reference only, and is not a hyperlink.
The contents of our website are not part of this prospectus, and you should not consider the contents of our website in making
an investment decision with respect to the securities offered hereby.
We have filed a registration statement
on Form S-3 under the Securities Act with the SEC with respect to the securities offered through this prospectus. This prospectus
is filed as a part of that registration statement and does not contain all of the information contained in the registration statement
and exhibits. We refer you to our registration statement and each exhibit attached to it for a more complete description of matters
involving us, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional
materials.
You may read and copy the reports and other
information we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington D.C. 20549, on official
business days during the hours of 10:00 am to 3:00 pm. You may also obtain copies of this information by mail from the public
reference section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtain information
regarding the operation of the public reference room by calling the SEC at 1 (800) SEC-0330. The SEC also maintains a website
that contains reports and other information about issuers, like us, who file electronically with the SEC. The address of that
website is http://www.sec.gov. This reference to the SEC’s website is an inactive textual reference only, and is not a hyperlink.
INCORPORATION OF
DOCUMENTS BY REFERENCE
We are “incorporating by reference”
certain documents we file with the SEC, which means that we can disclose important information to you by referring you to those
documents. The information in the documents incorporated by reference is considered to be part of this prospectus. Statements
contained in documents that we file with the SEC and that are incorporated by reference in this prospectus will automatically
update and supersede information contained in this prospectus, including information in previously filed documents or reports
that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent
with the old information.
We have filed or may file the following
documents with the SEC. These documents are incorporated herein by reference as of their respective dates of filing:
(1) Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the SEC on February 8, 2016;
(2) Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, as filed with the SEC on May 11, 2016;
(3) Our
Current Reports on Form 8-K, as filed with the SEC on March 3, 2016, March 9, 2016, May 4, 2016 and June 3, 2016;
(4) Our
Registration Statement on Form S-1 filed with the SEC on January 15, 2016 (Registration No. 333-209002), as amended on February
17, 2016, February 26, 2016 and March 3, 2016 and as declared effective by the SEC on March 3, 2016; and
(5) The
description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on February 25, 2016,
including any amendments and reports filed for the purpose of updating such description.
All documents filed by us pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act until all of the common stock to which this prospectus relates has been sold or the
offering is otherwise terminated, except for information contained in any such filing where we indicate that such information
is being furnished and is not to be considered “filed” under the Exchange Act, will be deemed to be incorporated by
reference in this prospectus and any accompanying prospectus supplement and to be a part hereof from the date of filing of such
documents.
We will provide a copy of the documents
we incorporate by reference, at no cost, to any person who receives this prospectus. To request a copy of any or all of these
documents, you should write or telephone us at 9 Halamish Street, Caesarea Industrial Park, 3088900, Israel, Attention: Controller,
+(972)-(4) 770 4055.
4,855,341 Shares of Common Stock
Pre-Funded Warrants to Purchase 7,175,525 Shares
of Common Stock
PROSPECTUS SUPPLEMENT
Craig-Hallum
Capital Group
May 22, 2019
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