Current Report Filing (8-k)
May 21 2018 - 4:42PM
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):
May 21, 2018 (May 18, 2018)
DARIOHEALTH CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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001-37704
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45-2973162
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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8 HaTokhen Street
Caesarea Industrial Park
38900, Israel
(Address of Principal
Executive Offices)
972-4-770-4055
(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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
x
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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Amendment to Amended and Restated 2012 Equity
Incentive Plan
On May 18, 2018, DarioHealth Corp. (the “
Company
”) held
its 2018 Annual Meeting of Stockholders (the “
2018 Annual Meeting
”). At the 2018 Annual Meeting, the Company’s
stockholders approved an amendment to the Company's Amended and Restated 2012 Equity Incentive Plan (the “
2012 Plan Amendment
”).
The 2012 Plan Amendment previously had been approved, subject to stockholder approval, by the Company’s Board of Directors
on March 26, 2018.
The Company’s officers and directors are among the persons
eligible to receive awards under the 2012 Plan Amendment in accordance with the terms and conditions thereunder. Pursuant
to the 2012 Plan Amendment, the number of shares authorized for issuance under the Company's Amended and Restated 2012 Equity Incentive
Plan was increased by 1,500,000 shares from 3,873,000 to 5,373,000.
The description of the 2012 Plan Amendment is qualified in its
entirety by reference to the full text of the 2012 Plan Amendment a copy of which is attached as Exhibit 10.1.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
As disclosed above, the Company held its 2018 Annual Meeting
on May 18, 2018. The final voting results are set forth below.
Stockholders voted on the following proposals:
Proposal No. 1 — Election of Directors.
The stockholders elected the following directors of the Company
to hold office until the next annual meeting of stockholders and until their respective successors shall be elected and qualified
or until their earlier resignation or removal. The votes were as follows:
Director Name
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For
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Against
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Abstain
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Broker Non-Votes
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Erez Raphael
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10,500,702
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-
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4,451
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2,239,837
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Yalon Farhi
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10,499,202
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-
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5,951
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2,239,837
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Malcolm Hoenlein
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10,501,737
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-
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3,416
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2,239,837
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Allen Kamer
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10,247,465
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-
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257,688
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2,239,837
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Hila Karah
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10,242,661
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-
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262,492
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2,239,837
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Dennis M. McGrath
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10,501,637
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-
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3,516
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2,239,837
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Richard B. Stone
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10,504,048
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-
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1,105
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2,239,837
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Rami Yehudiha
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10,239,215
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-
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265,938
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2,239,837
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Ori Zanco
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10,500,207
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-
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4,946
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2,239,837
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Proposal No. 2 — Private Placement Proposal.
The stockholders approved, for purposes of NASDAQ Listing Rule
5635(d), the conversion of 1,234,080 shares of the Company’s Series C Convertible Preferred Stock, which was issued pursuant
to a private placement transaction that closed on February 28, 2018 and March 6, 2018, into an aggregate of 2,468,160 shares of
common stock based on a conversion price of $1.40 per share. The votes were as follows:
For
(1)
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Against
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Abstain
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Broker Non-Votes
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6,516,256
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21,495
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320,708
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2,239,837
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(1) Holders of shares of 3,646,694 common stock indicated that they purchased such shares of common stock in the private placement
offering that closed on February 28, 2018 and March 6, 2018, and therefore were not counted in determining whether or not the private
placement proposal was approved.
Proposal No. 3 — Incentive Plan Proposal.
The stockholders approved the 2012 Plan Amendment. The votes
were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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10,438,645
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50,179
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16,329
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2,239,837
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Proposal No. 4 — Ratification
of Auditors.
The stockholders ratified the appointment of Kost Forer Gabbay&
Kasierer, a member of Ernst & Young Global, as the independent registered public accounting firm of the Company for the fiscal
year ending December 31, 2017. The votes were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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12,534,393
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203,170
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7,427
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N/A
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Proposal No. 5 — Bylaw Amendment Proposal.
The stockholders failed to approve an amendment to the Company’s
bylaws, permitting the stockholders to remove a director with or without cause by a vote of the majority of the stockholders entitled
to vote at a meeting of the stockholders. The proposal relating to the amendment of the bylaws required the affirmative vote of
sixty-six and two-thirds percent (66 2/3%) of the stockholders entitled to vote at a meeting of the stockholders. The votes were
as follows:
For
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Against
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Abstain
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Broker Non-Votes
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10,430,539
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73,102
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1,512
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2,239,837
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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: May 21, 2018
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DARIOHEALTH CORP.
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By:
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/s/ Zvi Ben David
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Name: Zvi Ben David
Title: Chief Financial Officer, Treasurer and Secretary
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