CAESAREA, Israel, August 17, 2017 /PRNewswire/ -- DarioHealth Corp.
(NASDAQ: DRIO), a leading global digital health Company with mobile
health and big data solutions, announced today that it has signed
securities purchase agreements with domestic and non-U.S. investors
for the sale of shares of the Company's common stock and shares of
the Company's newly designated Series B Convertible Preferred Stock
in concurrent private placement offerings. The Company expects to
conduct a closing with respect to the offerings on or before
August 22, 2017. Current shareholders
have executed securities purchase agreements accounting for 54% of
the securities to be sold in the offerings.
As a part of these private placement transactions, which totals
$4.28 million in the aggregate before
expenses and placement agent fees, the Company will issue 483,333
shares of common stock at a price per share of $1.80 and 1,894,446 shares of Series B
Convertible Preferred Stock at a price per share of $1.80. The Series B Preferred Stock is
convertible into shares of the Company's common stock at a 1:1
ratio and provides for a 6% dividend payable upon the conversion of
the preferred shares. The holders of the Series B Preferred Stock
will not be entitled to convert such preferred stock into shares of
the Company's common stock until the Company obtains stockholder
approval for such issuance. The Company has agreed to file a
registration statement covering the resale of the shares of common
stock sold in the offering, the shares of common stock underlying
the Series B Convertible Preferred Stock and the shares of common
stock issuable upon the payment of the dividend, within 60 days of
closing.
The private placement was managed by the Company with the
assistance of Aegis Capital Corp., which acted as the placement
agent for a portion of the offerings.
The securities described herein have not been registered under
the Securities Act of 1933, as amended, and may not be sold in
the United States absent
registration or an applicable exemption from the registration
requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About DarioHealth Corp.
DarioHealth Corp. is a leading global digital health company
serving tens of thousands of users with dynamic mobile health
solutions. We believe people deserve the best tools to manage their
treatment, and harnessing big data, we have developed a unique way
for our users to analyze and personalize their diabetes management.
With our smart diabetes solution, users have direct access to track
and monitor all facets of diabetes, without having the disease slow
them down. The acclaimed Dario™ Blood Glucose Monitoring System
all-in-one blood glucose meter and native smartphone app gives
users an unrivaled method for self-diabetes management. DarioHealth
is headquartered in Caesarea,
Israel with a regional office in Burlington, Massachusetts. For more
information, visit http://mydario.investorroom.com/.
Cautionary Note Regarding Forward-Looking Statements
This news release and the statements of representatives and
partners of DarioHealth Corp. (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, forward-looking
statements are used in this press release when the Company
discusses the proposed timing of the closing of the offerings.
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™) 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 Corporate and Media Contact:
Shmuel Herschberg
Marketing Director
shmuel@mydario.com
+1-914-775-5548
DarioHealth Investor Relations Contact:
Hayden IR
Stephen Hart
DRIO@HaydenIR.com
+1-917-658-7878
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SOURCE DarioHealth Corp.