DarioHealth Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 28, 2025, DarioHealth Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). The final voting results of the Special Meeting are set forth below. Stockholders voted on the following proposal:
Proposal No. 1:
The stockholders approved the (A) the issuance of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in excess of 20% of the Company’s issued and outstanding shares of Common Stock, upon: (i) the conversion of 25,605 shares of the Company’s Series D, D-1, D-2 and D-3 Preferred Stock into an aggregate of 33,956,850 shares of Common Stock, which were issued pursuant to private placement transactions that closed on December 18, 2024 and January 14, 2025 (the “Private Placements”), (ii) the issuance of up to 13,582,740 shares of Common Stock issuable as dividends to the shares of the Company’s Series D, D-1, D-2 and D-3 Preferred Stock; and (iii) to approve the issuance of up to 4,175,070 shares of Common Stock issuable as share consideration provided under the lock up agreements executed between the Company and certain purchasers in the Private Placements that are holders of the Company’s Series B Preferred Stock and Series C Preferred Stock, pursuant to which the Company agreed to issue, up to forty percent (40%) of the shares of Common Stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by such purchaser, including dividend shares of Common Stock due upon conversion of these shares into shares of Common Stock, over the course of twelve (12) months, and (B) (i) reduce the exercise price of certain warrants to purchase 584,882 shares of Common Stock issued to Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P. (collectively “Avenue”) to $0.7208 per share, and (ii) to permit the conversion of up to two million dollars of the principal amount of the loan issued by Avenue to the Company at a conversion price of $0.8650 per share. The proposal required the affirmative vote of a majority of the votes cast at the Special Meeting. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):
| For | Against | Abstain | ||
| 21,422,954 | 442,663 | 75,540 |
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: April 28, 2025 | DARIOHEALTH CORP. | |
| By: | /s/ Zvi Ben David | |
| Name: Zvi Ben David Title: Chief Financial Officer, Treasurer, & Secretary | ||