UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operation and Financial Condition. |
On February 6, 2023, DarioHealth Corp. (the “Company”) issued a press released which provided certain preliminary results of operations for the quarter and fiscal year ended December 31, 2022 based on currently available information. The preliminary results presented reflect the Company’s estimates based solely upon information available, and the Company’s final results could differ from these estimates due to the completion of the Company’s financial closing procedures, final adjustments and other developments that may arise between now and the time such audited consolidated financial statements for the year ended December 31, 2022 are issued. The Company expects to announce its full results for the twelve months ended December 31, 2022 on or before March 31, 2023.
A copy of the press release issued by the Company announcing the preliminary unaudited financial information for its fiscal quarter ended December 31, 2022 is filed as Exhibit 99.1 hereto.
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The Company, as borrower, previously entered into its Credit Agreement (the “Credit Agreement”) with OrbiMed Royalty and Credit Opportunities III, LP, as the lender (the “Lender”). The Credit Agreement provides for a five-year senior secured credit facility in an aggregate principal amount of up to $50 million (the “Loan Facility”), of which $25 million was made available on June 9, 2022 and up to $25 million will be made available on or prior to June 30, 2023, subject to certain revenue requirements.
Pursuant to the terms of the Credit Agreement, and the preliminary results of operations for the fiscal year ended December 31, 2022 as described above in Item 2.02, the Company started repayment of the outstanding principal amount of the initial tranche of $25 million issued as part of the Loan Facility, together with a repayment premium and other fees in monthly installments of up to $518,500 beginning as of January 31, 2023, and continuing through the maturity date, or June 9, 2027.
| Item 7.01. | Regulation FD Disclosure. |
The information set forth in Item 2.02 is incorporated by reference into this Item 7.01.
In addition, on February 6, 2023, the Company posted to its website an investor presentation, a copy of which is attached hereto as Exhibit 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release dated February 6, 2023. |
| 99.2 | Investor Presentation dated February 6, 2023 (furnished herewith). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: February 6, 2023 | DARIOHEALTH CORP. | |
| By: | /s/ Zvi Ben David | |
| Name: | Zvi Ben-David | |
| Title: | Chief Financial Officer, Treasurer and Secretary | |