Current Report Filing (8-k)
January 09 2020 - 6:06AM
Edgar (US Regulatory)
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):
January 9, 2020 (January 7, 2020)
DARIOHEALTH CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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001-37704
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45-2973162
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which
registered
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Common Stock, par value $0.0001 per share
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DRIO
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The Nasdaq Capital Market LLC
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Warrants to purchase Common Stock
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DRIOW
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The Nasdaq Capital Market LLC
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 7, 2020,
the Board of Directors of DarioHealth Corp., or the Company, appointed Richard Anderson, 50, to serve as its President and General
Manager of North America, effective as of January 13, 2020. In addition, on January 7, 2020, the Board of Directors of the Company
relieved Mr. Olivier Jarry from his role as President and Chief Commercial Officer of the Company and reassigned him to serve as
Senior Vice President of Strategy and Business Development.
From November 2003
to December 2019, Mr. Anderson worked for Catasys, Inc. (Nasdaq: CATS), where he served as President and Chief Operating Officer
from July 2008 to December 2019, and as a member of its board of directors from November 2003 to July 2019. Prior to Catasys, Inc.,
Mr. Anderson served as Senior Executive Vice President of Hythiam, Inc., a predecessor company of Catasys, Inc., from 2005 to 2008.
From 1999 to 2005, he also served as Chief Financial Officer and Secretary of Clearant, Inc., a biotechnology company. Prior to
Clearant, from 1999 to 2001, he served as the Chief Financial Officer and Managing Director of Intellect Capital Group, a venture
consulting firm. Earlier in his career, Mr. Anderson was a Senior Manager/Director for Price Waterhouse Cooper. Mr. Anderson holds
a Bachelor of Arts in Business Economics from the University of California at Santa Barbara.
In connection with
Mr. Anderson’s appointment, the Company agreed to pay Mr. Anderson an annual base salary of $335,000. Mr. Anderson shall
also be subject to a six-month non-competition and one-year non-solicitation provision, certain confidentiality covenants and assignment
of any of his company-related inventions. Mr. Anderson will also be entitled to certain expense reimbursements and other standard
benefits, including vacation and sick leave. In addition, Mr. Anderson will be entitled to receive an annual incentive bonus of
up to $250,000, subject to certain milestones and performance targets. In addition, and in conjunction with his appointment as
President and General Manager of North America, the Company agreed to issue Mr. Anderson a stock option to purchase up to 90,000
shares of common stock at a future date and at the discretion of the Company’s Board of Directors.
Except as otherwise
set forth herein, there is no arrangement or understanding between Mr. Anderson and any other person pursuant to which he was appointed
as President and General Manager of North America and there are no transactions in which Mr. Anderson has an interest requiring
disclosure under Item 404(a) of Regulation S-K.
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: January 9, 2020
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DARIOHEALTH CORP.
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By:
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/s/ Zvi Ben David
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Name: Zvi Ben David
Title: Chief Financial Officer, Treasurer and Secretary
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