Current Report Filing (8-k)
June 08 2021 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 8, 2021 (June 7, 2021)
DARIOHEALTH CORP.
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-37704
|
|
45-2973162
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
142 W. 57th St., 8th
Floor
New York, New York
10019
(Address of Principal
Executive Offices)
(646) 665-4667
(Issuer’s telephone
number)
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of exchange on which
registered
|
Common Stock, par value $0.0001 per share
|
|
DRIO
|
|
The Nasdaq Capital Market LLC
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
2.01 Completion of Acquisition or Disposition of Assets.
On June 7, 2021,
DarioHealth Corp. (the “Company”) completed the previously announced acquisition of PsyInnovations, Inc. (dba
wayForward) through the merger of PsyInnovations into DarioHealth’s wholly-owned subsidiary, WF Merger Sub, Inc., which
changed its name to PsyInnovations, Inc. in connection with the merger (collectively, the “Merger”). Under the Agreement
and Plan of Merger, dated as of May 15, 2021, the Company paid, or will pay, aggregate consideration (“Merger
Consideration”) of (A) $6.0 million in cash and (B) up to $24.0 million in shares of Company common stock, par value $0.0001
per share (the “Common Stock”), including up to $5.0 million structured as an earn-out payable in shares of Common Stock
if behavioral health revenues from the Company exceed a certain threshold in 2022, subject to customary working capital and other
adjustments as of the closing of the Merger (the “Closing”). $3.0 million of the Merger Consideration, consisting of $2,750,000 in shares of Common
Stock and $250,000 in cash, will be subject to a hold-back for a minimum of eighteen (18) months to secure indemnification
obligations. The Company will issue an aggregate of approximately 898,500 shares Common Stock in the Merger, including the holdback
shares, determined based on the 60-day volume weighted average share price (VWAP) of $21.09 per share of the Common Stock traded on
The Nasdaq Stock Market LLC that ended on May 13, 2021, plus up to approximately 237,000 shares of Common Stock if the full earn-out
is achieved.
Item
8.01 Other Information.
On June 8, 2021, the Company
issued a press release announcing the Closing and related matters. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 8, 2021
|
DARIOHEALTH CORP.
|
|
|
|
|
|
By:
|
/s/ Zvi Ben David
|
|
|
Name: Zvi Ben David
Title: Chief Financial Officer, Treasurer and Secretary
|
DarioHealth (NASDAQ:DRIO)
Historical Stock Chart
From Aug 2024 to Sep 2024
DarioHealth (NASDAQ:DRIO)
Historical Stock Chart
From Sep 2023 to Sep 2024