DarioHealth Corp. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 12, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of DarioHealth Corp. (the “Company”) approved the engagement of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited (“PwC”) as the Company’s independent registered public accounting firm.
On March 12, 2025, the Audit Committee dismissed Kost, Forer, Gabbay & Kasierer, a Member of Ernst & Young Global (“EY”), as the Company’s independent registered public accounting firm.
The audit reports of EY on the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through March 12, 2025, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
During the fiscal years ended December 31, 2024 and 2023, the Company consulted with PwC from time to time on certain accounting matters relating to financial reporting as well as with regard to the valuation of financial instruments measured at fair value, incremental borrowing rates for its operating leases. and goodwill for its annual impairment tests. Neither the Company, nor anyone on its behalf, consulted PwC regarding (i) the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided EY with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that EY furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of the letter provided by EY, dated March 13, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 16.1 | Letter from Kost, Forer, Gabbay & Kasierer, a Member of Ernst & Young Global, addressed to the Securities and Exchange Commission, dated March 13, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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: March 13, 2025 | DARIOHEALTH CORP. | |
| By: | /s/ Zvi Ben David | |
| Name: | Zvi Ben-David | |
| Title: | Chief Financial Officer, Treasurer and Secretary | |