**DarioHealth Corp. Enters Into Securities Purchase Agreements for Private Placement Financing****

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On December 16, 2024, DarioHealth Corp. (NASDAQ: DRIO) finalized securities purchase agreements with accredited investors, marking an important step towards an offering and sale of preferred stock. The transactions, said to be part of a private placement financing arrangement, involved the sale of 7,055 shares of Series D Preferred Stock and 11,750 shares of Series D-1 Preferred Stock at a price of $1,000 per share. The total gross proceeds from this offering are estimated to be around $18,805,000. The initial closure of the preferred stock sale took place on December 18, 2024.

Subsequently, on December 17, 2024, the Company lodged the Certificate of Designation of Preferences for both the Series D Preferred Stock and Series D-1 Preferred Stock with the Delaware Secretary of State. The conversion of each preferred stock into common stock will be based on specific conditions outlined in the certificate, with an initial conversion price set at $0.73 per share.

The conversion of the Preferred Stock is contingent upon stockholder approval and is structured to trigger an automatic conversion into common stock, subject to certain ownership limitations, on the one-year anniversary of the issue date. Additionally, holders of Preferred Stock will be entitled to dividends equivalent to 10% of the common stock share count upon conversion, every quarter for a year from the Closing Date.

Furthermore, the Series D Preferred Stock will hold voting rights equivalent to common stock, while the Series D-1 Preferred Stock will not have voting privileges on relevant matters. In the event of the Company’s liquidation, holders of Preferred Stock will be entitled to payment on a pari passu basis with other security holders.

The Company disclosed that the securities issued in connection with this Offering are exempt from registration under the Securities Act, as detailed under Section 4(a)(2) and/or Rule 506(b) of Regulation D. It was emphasized that these securities are not registered and therefore cannot be resold in the United States without proper registration or an applicable exemption.

Additionally, as part of the Company’s financial activities, an amendment regarding Avenue Loan was also executed on December 16, 2024. This amendment involved extending the interest-only period and maturity date, aligning to certain financial milestones the Company is expected to meet.

Looking ahead, the funds secured from the Offering are expected to bolster DarioHealth’s journey towards achieving profitability by the end of 2025. The Company’s strategic financial maneuvers are anticipated to enhance its cash position, extending its operational runway until profitability is attained.

The full texts of the mentioned agreements, including the Series D Purchase Agreement and Avenue Amendment, are available in Exhibit forms as part of the Company’s filing with the U.S. Securities and Exchange Commission.

*Cautionary Note Regarding Forward-Looking Statements: This document may contain forward-looking statements. Actual results may vary due to various factors. For a detailed discussion of risks and factors that could affect results, refer to the Company’s filings with the SEC.*

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This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read DarioHealth’s 8K filing here.

About DarioHealth

DarioHealth Corp. operates as a digital health company in the United States, Canada, the European Union, Australia, and New Zealand. Its digital therapeutics platform and suite of solutions deliver personalized and dynamic interventions driven by data analytics and one-on-one coaching for diabetes, hypertension, weight management, musculoskeletal pain, and behavioral health.