Item 1.01 Entry into a Material
Definitive Agreement.
On May 22, 2019, DarioHealth Corp., or the Company, entered
into an underwriting agreement with Craig-Hallum Capital Group LLC, as representative, or the Representative, of the underwriters,
or the Underwriters, named therein, or the Underwriting Agreement, for a firm commitment underwritten public offering of (i) 4,855,341
shares, or the Shares, of the Company’s common stock and (ii) pre-funded warrants, or the Pre-Funded Warrants, to purchase
7,175,525 shares of the Company’s common stock, or collectively, the Offering.
The Shares will be sold at the public offering price of $0.60
per share. The Pre-Funded Warrants will be sold at a public offering price of $0.5999 per Pre-Funded Warrant, which represents
the per share public offering price per Share, less a $0.0001 per share exercise price for each such Pre-Funded Warrant. The Underwriting
Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions
and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties
and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement and were subject to limitations agreed upon by the contracting parties.
The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-212644) that was filed by the
Company with the Securities and Exchange Commission, or the SEC, on July 22, 2016 and declared effective by the SEC on August 3,
2016, and a related prospectus supplement.
The Pre-Funded Warrants are exercisable at any time after the
date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with any group that the
holder is a member, would beneficially own more than 4.99% (or, at the election of the purchaser, 9.99%) of the number of shares
of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may terminate, increase
or decrease this percentage by providing at least 61 days’ prior notice to the Company. A holder of Pre-Funded Warrant is
also subject to a limitation on exercise of the Pre-Funded Warrant if such exercise would result in such holder, together with
any group that the holder is a member, beneficially owning more 19.99% of the number of shares of common stock outstanding immediately
before giving effect to such exercise, unless shareholder approval is obtained.
The Company estimates that net proceeds from the Offering will
be approximately $6.5 million, after deducting underwriting discounts and commissions and estimated Offering expenses. The Company
expects the Offering to close on May 24, 2019, subject to customary closing conditions.
The Underwriting Agreement is filed as Exhibit 1.1 hereto and
is incorporated herein by reference. The form of Pre-Funded Warrant is filed as Exhibit 4.1 hereto and is incorporated herein by
reference. The foregoing descriptions of the terms of the Underwriting Agreement and Pre-Funded Warrants are qualified in their
entirety by reference to such exhibits. A copy of the opinion of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, relating
to the validity of the securities in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.