Current Report Filing (8-k)
July 09 2021 - 4:31PM
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):
July 9, 2021 (July 8, 2021)
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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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:
¨
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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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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which
registered
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Common Stock, par value $0.0001 per share
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DRIO
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The Nasdaq Capital Market LLC
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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 ¨
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 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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In January 2021, a purported
stockholder commenced a putative class action, or the Action, on behalf of himself and other stockholders similarly situated, against
DarioHealth Corp., or the Company, and its directors for declaratory relief, alleging that a provision in the Company’s bylaws allowing
directors to remove directors violates Delaware Corporate Law. Specifically, Article 3, Section 3.3 of the Company’s bylaws contains
a provision that permits the Board of Directors to remove a director with or without cause.
On July 8, 2021, the Delaware
Chancery Court issued an order, with the consent of the Company and the plaintiff in the Action, invalidating the offending provision,
striking it from the Company’s bylaws and deeming it null and void and of no legal effect. As a result of the foregoing, the Company
believes that the Action will be resolved in its entirety.
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: July 9, 2021
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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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