UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
The disclosure set forth in Item 5.03 below is hereby incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 25, 2024, DarioHealth Corp. (the “Company”), upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock, filed a Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series B Preferred Stock (the “Series B Certificate of Designation”) and Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series B-1 Preferred Stock, all with the Secretary of State of the State of Delaware (collectively, the “Certificates of Designation”).
The Certificates of Designation were amended to (i) extend the mandatory conversion period from fifteen (15) to eighteen (18) months from the original issue date and (ii) increase the percentage of dividends the holders of Series B Certificate of Designation and Series B-1 Certificate of Designation will be entitled to receive by including a dividend of ten percent (10%) for the fifth full quarter from the closing date and a dividend of twenty five percent (25%) for the sixth quarter from the closing date.
The filing of the Certificates of Designation was intended to amend and restate the terms mentioned above, and no additional securities were issued or sold as a result.
The forgoing description of the Company’s Series B Certificate of Designation and Series B-1 Certificate of Designation are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 3.1 | Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock of DarioHealth Corp. |
| 3.2 | Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Preferred Stock of DarioHealth Corp. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: June 28, 2024 | DARIOHEALTH CORP. | ||
| By: | /s/ Zvi Ben David | ||
| Name: | Zvi Ben David | ||
| Title: | Chief Financial Officer, Treasurer, & Secretary | ||