Securities Registration: Employee Benefit Plan (s-8)
December 11 2017 - 4:08PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 11, 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)
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45-2973162
(I.R.S. Employer Identification No.)
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9 Halamish Street, Caesarea Industrial Park,
Israel
(Address of Principal Executive Offices)
DarioHealth Corp.
Amended and Restated 2012 Equity Incentive
Plan
(Full title of the plan)
Mr. Erez Raphael
Chief Executive Officer
DarioHealth 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 non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated
filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller
reporting company ☒
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. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
|
Amount to be
registered (1)
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Proposed maximum
offering price per share
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Proposed maximum
aggregate offering price
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Amount of
registration fee (2)
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Shares of common stock, $0.0001 par value per share
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1,500,000
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$1.39
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$2,085,000
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$259.58
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(1)
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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.
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(2)
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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 December 6, 2017.
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Explanatory
note
On May 17, 2016, DarioHealth Corp. (the
“Company”) filed a Registration Statement on Form S-8 (File No. 333-211417) (the “Original Registration Statement”)
with the U.S. Securities and Exchange Commission (the “Commission”) to register an aggregate of 745,834 shares of common
stock of the Company that may be issued pursuant to the Company’s Amended and Restated 2012 Equity Incentive Plan (the “Plan”).
On January 31, 2017, the Company filed a Registration Statement on Form S-8 (File No. 333-215829) (the “Second Registration
Statement”) with the Commission to register an additional 1,127,166 shares of common stock of the Company as a result of
an increase in the number of shares of common stock issuable pursuant to the Plan.
On March 9, 2017, the Company’s stockholders
approved an amendment to the Plan increasing the number of shares authorized for issuance under the Plan by 500,000 shares from
1,873,000 to 2,373,000. On May 24, 2017, the Company filed a Registration Statement on Form S-8 (File No. 333-218208) (the “Third
Registration Statement”) with the Commission to register an additional 500,000 shares of common stock of the Company as a
result of an increase in the number of shares of common stock issuable pursuant to the Plan.
On December 4, 2017 the Company’s
stockholders approved an amendment to the Plan increasing the number of shares authorized for issuance under the Plan by 1,500,000
shares from 2,373,000 to 3,873,000. The Company is filing this Registration Statement on Form S-8 to register an additional 1,500,000
shares of common stock of the Company, which may be issued in connection with securities awards which may hereafter be granted
under the Plan.
Pursuant to General Instruction E to Form
S-8, the contents of the Original Registration Statement, the Second Registration Statement and the Third Registration Statement
are incorporated herein by reference, except for Item 3 and Item 8 of Part II of the Original Registration Statement, the Second
Registration Statement and the Third Registration Statement, which are being updated by this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents, which have been
filed by the Company with the Commission are incorporated by reference in and made a part of this registration statement, as of
their respective dates:
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(a)
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The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Commission on March 22, 2017;
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(b)
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The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, as filed with the Commission on May 15, 2017, August 14, 2017 and November 14, 2017, respectively;
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(b)
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The Company’s Current Reports on Form 8-K, as filed with the Commission on January 12, 2017, March 2, 2017, March 10, 2017, March 31, 2017, July 20, 2017, July 26, 2017, August 22, 2017, August 25, 2017 and December 5, 2017; and
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(c)
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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.
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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.
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 11th day of December, 2017.
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DARIOHEALTH CORP.
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By:
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/s/ Erez Raphael
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Name: Erez Raphael
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Title: Chief Executive Officer
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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
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Capacity
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Date
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/s/ Erez Raphael
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Chairman and Chief Executive Officer
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December 11, 2017
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Erez Raphael
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(Principal Executive Officer)
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/s/ Zvi Ben David
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Chief Financial Officer, Secretary and Treasurer
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December 11, 2017
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Zvi Ben David
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(Principal Financial and Accounting Officer)
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/s/ Yossi Bahagon
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Director
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December 11, 2017
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Yossi Bahagon
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/s/ Yalon Farhi
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Director
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December 11, 2017
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/s/ Malcolm Hoenlein
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Director
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December 11, 2017
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Malcolm Hoenlein
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/s/ Allen Kamer
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Director
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December 11, 2017
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Allen Kamer
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/s/ Hila Karah
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Director
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December 11, 2017
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/s/ Dennis M. McGrath
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Director
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December 11, 2017
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Dennis M. McGrath
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/s/ Richard B. Stone
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Director
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December 11, 2017
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Richard B. Stone
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/s/ Rami Yehudiha
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Director
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December 11, 2017
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Rami Yehudiha
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