UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Warrant Amendment Agreement
On June 14, 2023, DarioHealth Corp. (the “Company”) entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P. (collectively, the “Holders”), relating to the warrants issued to the Holders on May 1, 2023 in conjunction with the execution of the Company’s Loan and Security Agreement. Pursuant to the Warrant Amendment Agreement, the Holders agreed to revise the warrants to remove the provision which previously adjusted the number of shares issuable upon exercise of the warrants and the exercise price in the event of a bona fide equity raise prior to September 30, 2023 at a price less than the then current exercise price of $3.334.
The forgoing description of the Company’s Warrant Amendment Agreement is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K.
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure set forth in Item 5.03 below is hereby incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 14, 2023, the Company, upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series B Preferred Stock (the “Series B Certificate of Designation”), an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series B-1 Preferred Stock (the “Series B-1 Certificate of Designation”), an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series B-2 Preferred Stock (the “Series B-2 Certificate of Designation”), and an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series B-3 Preferred Stock (the “Series B-3 Certificate of Designation”), all with the Secretary of State of the State of Delaware (collectively, the “Certificates of Designation”).
The Certificates of Designation were amended to remove the adjustment provision that permitted the reduction of the conversion price of the preferred stock in the event of a subsequent equity sale at a price per share less than the conversion price (subject to a floor of $3.00), for a period of ninety days following the issuance of the preferred shares. In addition, the 19.99% non-waivable blocker was removed from the Series B Certificate of Designation, Series B-2 Certificate of Designation and Series B-3 Certificate of Designation. Finally, the Series B-2 Certificate of Designation was amended to reflect that the issuance of any dividend shares to such holders shall be subject to the receipt of stockholder approval.
The filing of the Certificates of Designation were intended to amend and restate the terms mentioned above, and no additional securities were issued or sold as a result.
The forgoing description of the Company’s Series B Certificate of Designation, Series B-1 Certificate of Designation, Series B-2 Certificate of Designation and Series B-3 Certificate of Designation are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 3.1, 3.2, 3.3 and 3.4 to this Current Report on Form 8-K, respectively.
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 20, 2023 | DARIOHEALTH CORP. | ||
| By: | /s/ Zvi Ben David | ||
| Name: | Zvi Ben David | ||
| Title: | Chief Financial Officer, Treasurer and Secretary | ||