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Item 5.03
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Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
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Effective as of November 18, 2019, DarioHealth
Corp. (the “Company”) will effect a reverse stock split of its outstanding shares of common stock at a ratio of one-for-twenty
(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 2019 Annual Meeting of Stockholders held on November 6, 2019, was
consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on November 14, 2019 (the “Certificate
of Amendment”). The Reverse Split will take effect on November 18, 2019.
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 November 18, 2019, and will
be reflected with the Nasdaq Capital Market (“Nasdaq”) and in the marketplace at the open of business on November 18,
2019 (the “Effective Date”), whereupon the shares of common stock began trading 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 209.
Split Adjustment;
No Fractional Shares. On the Effective Date, the total number of shares of the Company’s common stock held by each shareholder
were converted 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. Instead, the Company will issue one additional whole share
of the post-Reverse Split common stock to any shareholder who otherwise would have received a fractional share as a result of the
Reverse Split.
State Filing.
The Reverse Split was effected by the Company filing the Certificate of Amendment with the Secretary of State of the State of Delaware
on November 14, 2019. The Certificate 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, the Company was authorized to issue 160,000,000 shares of common stock and the
Reverse Split has no impact on such amount. As of November 14, 2019 (immediately prior to the Effective Date), there were 43,696,840
shares of common stock outstanding. As a result of the Reverse Split, there will be approximately 2,184,842 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.
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, unvested shares of restricted stock 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.
Certificate
of Elimination
In addition, on
November 14, 2019, the Company filed a Certificate Eliminating Reference to a Series of Shares of Stock from the Certificate of
Incorporation (the “Certificate of Elimination”) with the Secretary of State of Delaware effecting the elimination
of the Certificate of Designations with respect to Company’s Series D Convertible Preferred Stock. The Certificate of Elimination
returns such shares to the status of authorized but unissued shares of the Company’s preferred stock without designation.
No shares of Series D Convertible Preferred Stock were outstanding.