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EX-10.1 - EXHIBIT 10.1 - DarioHealth Corp.v445339_ex10-1.htm

 

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 28, 2016 (July 23, 2016)

 

DARIOHEALTH CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   333-186054   45-2973162

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

9 Halamish Street

Caesarea Industrial Park

38900, Israel

(Address of Principal Executive Offices)

 

972-4-770-4055

(Issuer’s telephone number)

 

Labstyle Innovations Corp.

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


Item 1.01 Entry into a Material Definitive Agreement.

 

Commencing on July 23, 2016, DarioHealth Corp., formerly known as LabStyle Innovations Corp. (the “Company”), entered into warrant amendment agreements (the “Amendment Agreements”) with certain investors (the “Buyers”) in the Company’s private placement transaction which closed in July and August 2015 (the “Private Placement”). The purpose of the Amendment Agreements was to amend the exercise price of the existing warrants issued in the Private Placement (the “Existing Warrants”) from $6.30 to $6.66 and to extend the expiration date of such warrants by one year. The Existing Warrants had expiration dates from July 23, 2016 to August 28, 2016. The Company agreed to the terms of the Amendment Agreements following the request of substantially all of the Buyers to amend the terms of the Existing Warrants.

 

The form of ‎Amendment Agreement entered into with the Buyers is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing is only a brief description of the material terms of the Amendment Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

  10.1 Form of Warrant Amendment Agreement

 

 

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 28, 2016 DARIOHEALTH CORP.  
     
     
  By:  /s/ Zvi Ben David  
    Name: Zvi Ben David  
    Title:

Chief Financial Officer, Treasurer and

Secretary