S-8 1 v457892_s-8.htm FORM S-8

As filed with the Securities and Exchange Commission on January 31, 2017

 

Registration No. 333- 

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

DARIOHEALTH CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation or organization)

45-2973162

(I.R.S. Employer Identification No.)

 

9 Halamish Street, Caesarea Industrial Park, Israel

(Address of Principal Executive Offices)

 

LabStyle Innovations Corp.

Amended and Restated 2012 Equity Incentive Plan

(Full title of the plan)

 

Mr. Erez Raphael

Chief Executive Officer

LabStyle Innovations Corp.

9 Halamish Street

Caesarea Industrial Park

3088900, Israel

(Name, Address and Telephone Number of Agent For Service)

 

 

Copies to:

Oded Har-Even, Esq.

Robert V. Condon III, Esq.

Zysman, Aharoni, Gayer and

Sullivan & Worcester LLP

1633 Broadway

New York, NY 10019

Telephone: (212) 660-3000

Facsimilie: (212) 660-3001

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company x
(Do not check if a smaller reporting company)  

  

 

 


CALCULATION OF REGISTRATION FEE

 

 

Title of Securities to be Registered

 

Amount to be registered (1)

 Proposed maximum offering price per share Proposed maximum aggregate offering price

 

Amount of registration fee (2)

Shares of common stock, $0.0001 par value per share 1,127,166 $3.195 $3,601,295.37 $417.39
Total 1,127,166 n\a $3,601,295.37 $417.39

 

 

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.

 

(2)The fee is based on the number of shares of common stock which may be issued under the plan this registration statement relates to and is estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sales price of the Company’s common stock as reported on the Nasdaq Capital Market on January 24, 2017.

 

 

Explanatory note

 

This Registration Statement on Form S-8 relates to 1,127,166 shares of Common Stock issuable pursuant to the Company’s Amended and Restated 2012 Equity Incentive Plan, as amended (the “Plan”), which are in addition to the 745,834 shares of Common Stock under the Plan registered on the Company’s Form S-8 filed on May 17, 2016 (File No. 333-211417) (the “Prior Registration Statement”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference, except for Item 3 and Item 8 of Part II of the Prior Registration Statement, which are being updated by this registration statement.

 

 

 

 

 

 

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, which have been filed by the Company with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in and made a part of this registration statement, as of their respective dates:

 

(a)The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the SEC on February 8, 2016;

 

(b)The Company’s quarterly reports on Form 10-Q for the fiscal periods ended March 31, 2016, June 30, 2016 and September 30, 2016 filed with the Commission on May 11, 2016, August 11, 2016 and November 10, 2016, respectively;

 

(c)The Company’s Current Reports on Form 8-K, as filed with the Commission on March 3, 2016, March 9, 2016, May 4, 2016, June 3, 2016, July 27, 2016 (Items 5.03 and 8.01 and exhibit 3.1 only), July 28, 2016, December 1, 2016 and January 12, 2017; and

 

(d)The description of the Company’s common stock contained in its Registration Statement on Form 8-A filed with the Commission on February 25, 2016, including any amendments and reports filed for the purpose of updating such description.

 

All documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

 

 

 

Item 8. Exhibits.

 

4.1Composite Copy of Certificate of Incorporation, as amended as of July 28, 2016, of the Registrant (Incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2016).

 

4.2Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-186054), filed with the Commission on January 16, 2013).

 

5.1Opinion of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP.

 

23.1Consent of Kost Forer Gabbay & Kasierer, A Member of Ernst & Young Global.

 

23.2Consent of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP (contained in Exhibit 5.1).

 

24.1Power of Attorney (included on signature page)

 

99.1The registrant’s Amended and Restated 2012 Equity Incentive Plan (Incorporated by reference to Annex A to the Company’s Proxy Statement on Schedule 14A filed with the Commission on October 19, 2016).

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Caesarea, Israel, on the 31st day of January, 2017.

 

  DARIOHEALTH CORP.
     
  By: /s/ Erez Raphael  
    Name: Erez Raphael
    Title: Chief Executive Officer

 

 

 

 

 

power of attorney and signatures

 

We, the undersigned officers and directors of DarioHealth Corp., hereby severally constitute and appoint Erez Raphael and Zvi Ben-David, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including any post-effective amendments, to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments to this registration statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

 

Person    Capacity    Date 
         
/s/ Erez Raphael   Chairman and Chief Executive Officer   January 31, 2017
Erez Raphael   (Principal Executive Officer)    
         
/s/ Zvi Ben David   Chief Financial Officer, Secretary and Treasurer   January 31, 2017
Zvi Ben David   (Principal Financial and Accounting Officer)    
         
/s/ Yalon Farhi   Director   January 31, 2017

Yalon Farhi

        
         
/s/ Malcolm Hoenlein   Director   January 31, 2017

Malcolm Hoenlein

 

        
/s/ Hila Karah   Director   January 31, 2017

Hila Karah

        
         
/s/ Dennis M. McGrath   Director   January 31, 2017

Dennis M. McGrath

        
         
/s/ Richard B. Stone   Director   January 31, 2017

Richard B. Stone

 

        
/s/ Rami Yehudiha   Director   January 31, 2017

Rami Yehudiha