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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): August 25, 2025
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.) |
322 W 57th St., #33B, New York, New York 10019
(Address of Principal Executive Offices)
972- 4-770-6377
(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 |
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 5.03 | Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year. |
Effective as of August 28, 2025, DarioHealth Corp. (the “Company”) will effect a reverse stock split of its outstanding shares of common stock at a ratio of twenty -for- one (the “Reverse Split”). The Reverse Split, which was approved by the Company’s board of directors under authority granted by the Company's stockholders at the Company’s 2025 Annual Meeting of Stockholders held on July 23, 2025, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on August 25, 2025 (the “Certificate of Amendment”). The Reverse Split will take effect on August 28, 2025.
Effects of the Reverse Split
Effective Date; Symbol; CUSIP Number. The Reverse Split will take effect at 12:01 a.m. Eastern Standard Time on August 28, 2025, and will be reflected with the Nasdaq Capital Market (“Nasdaq”) and in the marketplace at the open of business on August 28, 2025 (the “Effective Date”), whereupon the shares of common stock will begin to trade on a split-adjusted basis. In connection with the Reverse Split, the Company’s common stock will continue to trade on Nasdaq under the symbol “DRIO” but will trade under a new CUSIP Number, 23725P 308.
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s common stock held by each shareholder will convert automatically into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such shareholder immediately prior to the Reverse Split, divided by (ii) twenty.
No fractional shares will be issued, and no cash or other consideration will be paid. In lieu of any fractional shares, stockholders who would otherwise hold a fractional share because the number of shares of common stock they hold before the Reverse Split is not evenly divisible by the Reverse Split ratio that number of shares of common stock will be rounded up to the nearest whole share.
State Filing. The Reverse Split will take effect at 12:01 a.m. Eastern Standard Time on August 28, 2025 as stated in the Company’s filing of the Certificate of Amendment with the Secretary of State of the State of Delaware on August 25, 2025. The Certificate of Amendment was not effective until the Effective Date. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Capitalization. Prior to the Effective Date of the Certificate of Amendment, the Company was authorized to issue 400,000,000 shares of common stock and the Reverse Split has no impact on such amount. As of August 25, 2025 (prior to the Effective Date), there were 47,996,572 shares of common stock outstanding. As a result of the Reverse Split, there will be approximately 2,399,829 shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Split will not have any effect on the stated par value of the common stock. The Reverse Split will not change the number of authorized shares of preferred stock, or the par value of common stock or preferred stock.
Each shareholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common stock will be substantially unaffected by the Reverse Split.
All options, convertible securities, lock-up shares, restricted stocks (vested and unvested) and warrants of the Company outstanding immediately prior to the Reverse Split will be appropriately adjusted by dividing the number of shares of common stock into which the options, convertible securities, unvested shares of restricted stock, restricted stock units and warrants are exercisable or convertible by twenty and multiplying the exercise or conversion price thereof by twenty, as a result of the Reverse Split. After the Reverse Split, the shares of the Company’s common stock will have the same proportional voting rights and rights to dividends and distributions.
| Item 8.01 | Other Events. |
On August 25, 2025, the Company issued a press release titled “DarioHealth Announces 20-to-1 Reverse Stock Split.” A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Certificate of Amendment to the Company’s Certificate of Incorporation to implement the Reverse Split. |
| 99.1 | Press release dated August 25, 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: August 25, 2025 | DARIOHEALTH CORP. | |
| By: | /s/ Chen Franco-Yehuda | |
| Name: Chen Franco-Yehuda | ||
| Title: Chief Financial Officer, Treasurer and Secretary | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DARIOHEALTH CORP.
DarioHealth Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of the Corporation (the "Board") resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendment are as follows:
RESOLVED, that the Corporation's Certificate of Incorporation be amended to effectuate reverse stock split of the Corporation's issued and outstanding shares of common stock on the effective date of this amendment.
RESOLVED: That, in accordance with the resolutions set forth above, the Corporation's Certificate of Incorporation be amended to give effect to a reverse stock split of the Corporation's issued and outstanding shares of common stock by adding the following as a new paragraph to the end of paragraph 1 to ARTICLE IV:
"Upon the filing of this Certificate of Amendment to the Certificate of Incorporation of the Company pursuant to the General Corporation Law of the State of Delaware, and with effect as of 12:01 a.m. Eastern Time on August 28, 2025 (the "Effective Time"), each twenty (20) shares of Common Stock either issued and outstanding or held by the Company in its treasury immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of the Common Stock (the "Reverse Stock Split"). No fractional shares shall be issued in connection with the Reverse Stock Split, and any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share and that such shares, when issued, shall be validly issued, fully paid and non-assessable. Each certificate that immediately prior to the Effective Time represented shares of Common Stock ("Old Certificates"), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above." SECOND: That pursuant to resolution of the Board, a special meeting of the stockholders of the Corporation was duly called and held on July 23, 2025, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting a quorum existed and the necessary number of shares as required by statute and the Corporation's Bylaws were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and the Corporation's Bylaws.
FOURTH: This amendment shall become effective at the Effective Time or as of 12:01 a.m. Eastern Time on August 28, 2025.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this 25th day of August, 2025.
[Signature Page Follows]
| DARIOHEALTH CORP. | ||
| By: | /s/ Chen Franco-Yehuda | |
| Name: Chen Franco-Yehuda | ||
| Its: Chief Financial Officer | ||
Exhibit 99.1
DarioHealth Announces 20-to-1 Reverse Stock Split
NEW YORK, August 25, 2025 – DarioHealth Corp. (Nasdaq: DRIO) (“Dario” or the “Company”), a leader in the global digital health market, today announced that a reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”) at a ratio of 20-for-1 is expected to be implemented at market open on August 28, 2025. The Company's Common Stock will begin trading on the Nasdaq Capital Market on a post-split basis at the market open on August 28, 2025, under the Company's existing trading symbol "DRIO", but will trade under a new CUSIP Number, 23725P 308.
After giving effect to the reverse share split of the Company’s Common Stock, each twenty (20) Common Stock will be combined into one (1) Common Stock, such that the Company’s 47,996,572 Common Stock outstanding will be reduced to approximately 2,399,829 Common Stock outstanding (the “Reverse Stock Split”). The Reverse Stock Split has no impact on the Company authorized shares, which remains 400,000,000 shares of common stock. No fractional shares will be issued as a result of the Reverse Stock Split as any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share on a per stockholder basis.
The Reverse Stock Split was approved by the Company’s board of directors under authority granted by the Company's stockholders at the Company’s 2025 Annual Meeting of Stockholders held on July 23, 2025.
The Reverse Stock Split will not impact any stockholder's percentage ownership of Dario or voting power, except for minimal effects resulting from the treatment of fractional shares.
All options, convertible securities including preferred stock, lock-up shares, restricted stocks (vested and unvested), restricted stock units and warrants of the Company outstanding prior to the Reverse Stock Split will be appropriately adjusted.
The Reverse Stock Split will not change the number of authorized shares of preferred stock, or the par value of common stock or preferred stock. After the Reverse Stock Split, the shares of the Company’s Common Stock will have the same proportional voting rights and rights to dividends and distributions. VStock Transfer, LLC, will act as the exchange agent for the Reverse Stock Split. Please contact VStock Transfer, LLC for further information at (212) 828-8436.
About DarioHealth Corp.
DarioHealth Corp. (Nasdaq: DRIO) is a leading digital health company revolutionizing how people with chronic conditions manage their health through a user-centric, multi-chronic condition digital therapeutics platform. Our platform and suite of solutions deliver personalized and dynamic interventions driven by data analytics and one-on-one coaching for diabetes, hypertension, weight management, musculoskeletal pain and behavioral health.
Our user-centric platform offers people continuous and customized care for their health, disrupting the traditional episodic approach to healthcare. This approach empowers people to holistically adapt their lifestyles for sustainable behavior change, driving exceptional user satisfaction, retention and results and making the right thing to do the easy thing to do.
Dario provides its highly user-rated solutions globally to health plans and other payers, self-insured employers, providers of care and consumers. To learn more about Dario and its digital health solutions, or for more information, visit http://dariohealth.com.
Cautionary Note Regarding Forward-Looking Statements
This news release and the statements of representatives and partners of the Company related thereto contain or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "plan," "project," "potential," "seek," "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate" or "continue" are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses the implementation of the Reverse Stock Split. Readers are cautioned that certain important factors may affect the Company's actual results and could cause such results to differ materially from any forward-looking statements that may be made in this news release. Factors that may affect the Company's results include, but are not limited to, regulatory approvals, product demand, market acceptance, impact of competitive products and prices, product development, commercialization or technological difficulties, the success or failure of negotiations and trade, legal, social and economic risks, and the risks associated with the adequacy of existing cash resources. Additional factors that could cause or contribute to differences between the Company's actual results and forward-looking statements include, but are not limited to, those risks discussed in the Company's filings with the U.S. Securities and Exchange Commission. Readers are cautioned that actual results (including, without limitation, the timing for and results of the Company's commercial and regulatory plans for Dario™ as described herein) may differ significantly from those set forth in the forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
DarioHealth Corp. Corporate Contacts:
Zoe Harrison
VP, Accounting and Corporate Development
irteam@dariohealth.com
DarioHealth Corp. Investor Relations Contact:
Michael Lipari
SVP Corporate Development
irteam@dariohealth.com
+1-201-785-6310