UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (Date of Earliest Event Reported): November 6, 2019

 

DARIOHEALTH CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37704   45-2973162

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8 HaToKhen Street

Caesarea North Industrial Park

3088900, Israel

(Address of Principal Executive Offices)

 

972-4-770-4055

(Issuer’s telephone number)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbol(s)   Name of exchange on which 
registered
Common Stock, par value $0.0001 per share   DRIO   The Nasdaq Capital Market LLC
Warrants to purchase Common Stock   DRIOW   The Nasdaq Capital Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Adoption of Amendment to Amended and Restated 2012 Equity Incentive Plan

 

On November 6, 2019, DarioHealth Corp. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”). At the 2019 Annual Meeting, the Company’s stockholders approved an amendment to the Company's Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan Amendment”), increasing the number of shares authorized for issuance under the Company's Amended and Restated 2012 Equity Incentive Plan by 4,500,000 shares from 7,873,000 to 12,373,000. The 2012 Plan Amendment previously had been approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”) on August 25, 2019. The Company’s officers and directors are among the persons eligible to receive awards under the 2012 Plan Amendment in accordance with the terms and conditions thereunder.

 

The description of the 2012 Plan Amendment is qualified in its entirety by reference to the full text of the 2012 Plan Amendment, a copy of which is attached as Exhibit 10.1.

 

Item 5.07.   Submission of Matters to a Vote of Security Holders.

 

The final voting results of the 2019 Annual Meeting held on November 6, 2019, are set forth below. Stockholders voted on the following proposals:

 

Proposal No. 1 — Election of Directors.

 

The stockholders elected the following directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal. The votes were as follows:

 

Director Name   For   Against   Abstain   Broker Non-Votes
Yalon Farhi   23,115,115   -   567,937   5,731,701
                 
Allen Kamer   23,118,615   -   564,437   5,731,701
                 
Hila Karah   23,112,727   -   570,325   5,731,701
                 
Dennis M. McGrath   23,118,727   -   564,325   5,731,701
                 
Glen Moller   23,545,495   -   137,557   5,731,701
                 
Erez Raphael   23,113,115   -   569,937   5,731,701
                 
Yoav Shaked   23,431,296   -   251,756   5,731,701
                 
Richard B. Stone   23,118,727   -   564,325   5,731,701

 

 

 

 

Proposal No. 2 — Incentive Plan Proposal.

 

The stockholders approved the 2012 Plan Amendment. The 2012 Plan Amendment proposal required the affirmative vote of a majority of the stockholders entitled to vote at a meeting of the stockholders. The votes were as follows:

 

For   Against   Abstain   Broker Non-Votes
22,933,798   723,150   26,104   5,731,701

 

Proposal No. 3 — Reverse Stock Split Proposal.

 

The stockholders approved the Reverse Stock Split. The Reverse Stock Split required the affirmative vote of a majority of the stockholders entitled to vote at a meeting of the stockholders. The votes were as follows:

 

For   Against   Abstain
28,016,462   1,321,647   76,644

 

Proposal No. 4 — Ratification of Auditors.

 

The stockholders ratified the appointment of Kost Forer Gabbay& Kasierer, a member of Ernst & Young Global, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019. The votes were as follows:

For   Against   Abstain
28,895,279   433,081   86,393

 

Item 9.01     Financial Statements and Exhibits.

 

(d)      Exhibits

 

  10.1 Amendment to the Company’s Amended and Restated 2012 Equity Incentive Plan.

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Dated: November 6, 2019 DARIOHEALTH CORP.
   
   
  By:  /s/ Zvi Ben David
    Name: Zvi Ben David
Title:   Chief Financial Officer, Treasurer and Secretary

 

 

DarioHealth (NASDAQ:DRIO)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more DarioHealth Charts.
DarioHealth (NASDAQ:DRIO)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more DarioHealth Charts.