SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
(Amendment No. 2 )*
DarioHealth Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
23725P209
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Collaborative Holdings Master Fund LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
0%
|
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN
|
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Collaborative Holdings Fund GP LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
0%
|
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Collaborative Holdings Management LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
0%
|
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
PN, IA
|
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Collaborative Holdings GP LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
0%
|
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
HC, OO
|
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Sheetal Sharma
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [ ]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5.
|
SOLE VOTING POWER
|
|
0
|
|
|
6.
|
SHARED VOTING POWER
|
|
0
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
0%
|
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
HC, IN
|
|
| Item 1(a). |
Name of Issuer:
|
DarioHealth Corp. (“Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
18 W. 18th St, 5th Floor
New York, New York 10011
New York, New York 10011
| Item 2(a). |
Name of Persons Filing:
|
The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):
|
•
|
Collaborative Holdings Master Fund LP, a Cayman Islands exempted limited partnership (the “Master Fund”);
|
|
•
|
Collaborative Holdings Fund GP LLC, a Delaware limited liability company (“Collaborative Fund GP”)
|
|
•
|
Collaborative Holdings Management LP, a Delaware limited partnership (“Collaborative Management”);
|
|
•
|
Collaborative Holdings GP LLC, a Delaware limited liability company (“IM GP”); and
|
|
•
|
Sheetal Sharma, a United States citizen (“Mr. Sharma”);
|
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
The principal business address of each of Collaborative Fund GP, Collaborative Management, IM GP, and Mr. Sharma is 347 Bowery, 2nd Floor, New
York, New York 10003.
The principal business address of the Master Fund is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, Grand Cayman, Cayman Islands,
KY1-9008.
| Item 2(c). |
Citizenship:
|
Mr. Sharma is a citizen of the United States.
The Master Fund is an exempted limited partnership formed under the laws of the Cayman Islands.
Collaborative Fund GP is a limited liability company formed under the laws of the State of Delaware.
Collaborative Management is a limited partnership formed under the laws of the State of Delaware.
IM GP is a limited liability company formed under the laws of the State of Delaware.
| Item 2(d). |
Title of Class of Securities:
|
Common stock, par value $0.0001 per share (“Common Stock”)
| Item 2(e). |
CUSIP Number:
|
23725P209
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
(a)
|
[ ]
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
|
(b)
|
[ ]
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
(c)
|
[ ]
|
Insurance company defined in Section 3(a)(19) of the Exchange Act.
|
|
|
(d)
|
[ ]
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
|
(e)
|
[ ]
|
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
[ ]
|
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
[ ]
|
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
[ ]
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
(i)
|
[ ]
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
|
(j)
|
[ ]
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
|
(k)
|
[ ]
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
| Item 4. |
Ownership.
|
As of the close of business on December 31, 2022, the Reporting Persons no longer owned any shares of Common Stock.
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ X ].
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
|
See Exhibit A of the Schedule 13G filed with the Securities and Exchange Commission on July 19, 2021.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certification.
|
By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in
this statement is true, complete, and correct.
Dated: February 14, 2023
|
COLLABORATIVE HOLDINGS MASTER FUND LP*
|
|||
|
By: Collaborative Holdings Fund GP LLC, its general partner
|
|||
|
By:
|
|||
|
Sheetal Sharma, Managing Member of Collaborative Holdings Fund GP LLC
|
|||
|
COLLABORATIVE HOLDINGS MANAGEMENT LP*
|
|||
|
By: Collaborative Holdings GP LLC, its general partner
|
|||
|
By:
|
|||
|
Sheetal Sharma, Managing Member of Collaborative Holdings Fund GP LLC
|
|||
|
COLLABORATIVE HOLDINGS FUND GP LLC*
|
||
|
By:
|
||
|
Sheetal Sharma, Managing Member
|
||
|
COLLABORATIVE HOLDINGS GP LLC*
|
||
|
By:
|
||
|
Sheetal Sharma, Managing Member
|
||
|
SHEETAL SHARMA*
|
*The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.