DARIOHEALTH CORP. (NASDAQ:DRIO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Adoption of Amendment to Amended and Restated 2012 Equity Incentive Plan
On November 29, 2018, DarioHealth Corp. (the “Company”)held its 2018 Special Meeting of Stockholders (the “Special Meeting”).At the Special Meeting, the Company’s stockholders approved an amendment to the Company's Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan Amendment”), increasing the number of shares authorized for issuance under the Company's Amended and Restated 2012 Equity Incentive Plan by 2,500,000 shares from 5,373,000 to 7,873,000. The 2012 Plan Amendment previously had been approved, subject to stockholder approval, by the Company’s Board of Directors on October 7, 2018. The Company’s officers and directors are among the persons eligible to receive awards under the2012 Plan Amendment in accordance with the terms and conditions thereunder.
The description of the 2012 Plan Amendment is qualified in its entirety by reference to the full text of the2012 Plan Amendment a copy of which is attached as Exhibit 10.1.
| Item 5.02 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Special Meeting, the Company’s stockholders approved an amendment to Article 3, Section 3.3 of the Company’s bylaws (the “Bylaws”), which became effective upon such approval, to provide stockholders with the right to remove a director with or without cause by a vote of the majority of the stockholders entitled to vote at a meeting of the stockholders (the “Bylaw Amendment”). The Bylaws previously provided that stockholders could only remove a director for cause by a vote of 66 2/3% of the stockholders entitled to vote at a meeting of the stockholders.
A copy of the Bylaw Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.02 | Submission of Matters to a Vote of Security Holders. |
The final voting results of the Special Meeting held on November 29, 2018 are set forth below. Stockholders voted on the following proposals:
Proposal No. 1 — Private Placement Proposal.
The stockholders approved, for purposes of Nasdaq Listing Rule 5635(d), the conversion of 1,890,257 shares of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock”), which was issued to a private placement transaction that closed on September 13, 2018 and September 26, 2018, into an aggregate of 7,561,028 shares of common stock based on a conversion price of $0.90 per share (the “Private Placement Proposal”). The Private Placement Proposal required the affirmative vote of a majority of the stockholders entitled to vote at a meeting of the stockholders. The votes were as follows:
| For(1) | Against | Abstain | Broker Non-Votes |
| 17,312,460 | 82,732 | 65,475 | – |
(1) Holders of 5,764,666 shares of common stock indicated that they purchased such shares of common stock in the private placement offering that closed on September 13, 2018 and September 26, 2018, and therefore were not counted in determining whether or not the Private Placement Proposal was approved.
Proposal No. 2 — Incentive Plan Proposal.
The stockholders approved the 2012 Plan Amendment. The 2012 Plan Amendment proposal required the affirmative vote of a majority of the stockholders entitled to vote at a meeting of the stockholders. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 17,017,811 | 213,387 | 229,469 | – |
Proposal No. 3 — Bylaw Amendment Proposal.
The stockholders approved the Bylaw Amendment. The Bylaw Amendment required the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the stockholders entitled to vote at a meeting of the stockholders. The votes were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 17,414,407 | 40,772 | 5,488 | – |
| Item 5.02 | Financial Statements and Exhibits. |
DarioHealth Corp. ExhibitEX-3.1 2 tv508168_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT NO. 1 TO BYLAWS OF DARIOHEALTH CORP. (a Delaware Corporation) (adopted effective as of November 29,…To view the full exhibit click here
About DARIOHEALTH CORP. (NASDAQ:DRIO)
DarioHealth Corp, formerly Labstyle Innovations Corp, is a digital health (mHealth) company. The Company is engaged in developing and commercializing a technology providing consumers with laboratory-testing capabilities using smart phones and other mobile devices. The Company’s product, Dario, also known as Dario Smart Diabetes Management Solution, is a mobile, real-time, cloud-based, diabetes management solution based on a software application combined with a pocket-sized, blood glucose monitoring device, Dario Smart Meter. The Dario product is a digital diabetes management solution utilizing its technology delivered through a software application available for iPhone or Android and cloud-based data services with a blood glucose monitoring system device. Dario allows users to record, analyze, transmit and store various data points, such as glucose level, insulin and carbohydrate intake. It markets the Dario Smart Diabetes Management Solution in the Netherlands and New Zealand.