DRIO DarioHealth Corporation

Between August 16, 2017 and August 22, 2017, Company executed Securities Purchase Agreements (the “Securities Purchase Agreements”) with a total of 23 accredited and non-U.S. investors relating to two concurrent placement offerings (collectively, the “Offering”) of 483,333 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at a purchase price of $1.80 per share and 2,307,654 shares of the Company’s newly designated Series B Preferred Stock at a purchase price of $1.80 per share (collectively, the “Securities”). The closing of the Offering took place on August 22, 2017.

Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock (the “Certificate of Designation”), the shares of Series B Preferred Stock are convertible into an aggregate of 2,307,654 shares of Common Stock based on a conversion price of $1.80 per share. Such conversion price is not subject to any future price-based anti-dilution adjustments but does carry customary stock-based anti-dilution protection. 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 and upon obtaining such stockholder approval shall automatically convert into shares of Common Stock. In addition, the holders of the Series B Preferred Stock are entitled to a 6% fixed dividend, payable in shares of Common Stock, which shall be payable upon the automatic conversion of the Series B Preferred Stock. The holders of the Series B Preferred Stock do not possess any voting rights but the Series B Preferred Stock does carry a liquidation preference for each holder equal to the investment made by such holder in the Offering, and such liquidation preference applies in certain deemed liquidation events such as a change in control of the Company. In addition, the holders of Series B Preferred Stock are eligible to participate in dividends and other distributions by the Company on an as converted basis. On August 23, 2017, the Company filed a Certificate of Correction to the Certificate of Designation (the “Certificate of Correction”) to reflect that the holders of Series B Preferred Stock are entitled to a fixed 6% dividend.

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 Preferred Stock and the shares of Common Stock issuable upon the payment of the Series B Preferred Stock dividend, within 60 days of closing.

In addition, in connection with the Offering, the Company engaged a placement agent and the Company agreed to pay the placement agent an aggregate commission of $140,000 for the placement of a portion of the Securities sold in the Offering. In addition the Company has agreed to pay a certain finder a fee of $35,100 and issue 159,333 shares of Common Stock to two additional finders.

The Securities issued in the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are taking the securities for investment and not resale and the Company took appropriate measures to restrict the transfer of the securities, and pursuant to Regulation S of the Securities Act to non-U.S. investors. The Securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these Securities in any state or 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.

The description of the Certificate of Designation, Certificate of Correction and the Securities Purchase Agreements, are qualified in their entirety by reference to the complete text of the Securities Purchase Agreements and Certificate of Designation which have been filed with this Current Report on Form 8-K as Exhibits 3.1, 3.2, 10.1 and 10.2.