DarioHealth Corp.

01/27/2023 | Press release | Distributed by Public on 01/27/2023 15:47

Management Change - Form 8-K



Washington, D.C. 20549



Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 23, 2023


(Exact name of registrant as specified in its charter)

Delaware 001-37704 45-2973162
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)

18 W. 18th St, 5th Floor

New York, New York10019

(Address of Principal Executive Offices)

972- 4-770-4055

(Issuer's telephone number)

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading
Name of exchange on which
Common Stock, par value $0.0001 per share DRIO TheNasdaqCapital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 23, 2023, DarioHealth Corp. (the "Company"), through its wholly owned subsidiary Labstyle Innovation Ltd., executed a Termination of Employment and Separation Agreement (the "Agreement") with Dror Bacher, the Company's Chief Operating Officer, pursuant to which Mr. Bacher's position as Chief Operating Officer was terminated with immediate effect.

Pursuant to the terms of the Agreement, the Company agreed to retain Mr. Bacher as a member of its advisory board. The Company also agreed to pay Mr. Bacher, in lieu of his notice period and accrued vacation, a reduced monthly salary of 42,137 NIS ($12,504) for the period from February 1, 2023 through May 31, 2025. In addition, the Company agreed, subject to the approval of the Company's Compensation Committee, to issue Mr. Bacher 75,000 shares of restricted stock which shall vest on a quarterly basis from the date of grant through December 31, 2024.

The foregoing description of the terms of the Agreement are not intended to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Termination of Employment and Separation Agreement dated January 23, 2023 by and between Dror Bacher and Labstyle Innovation Ltd.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: January 27, 2023 DARIOHEALTH CORP.
By: /s/ Zvi Ben David
Name: Zvi Ben-David
Title: Chief Financial Officer, Treasurer and Secretary