S-8 1 tm212085d1_s8.htm FORM S-8


As filed with the Securities and Exchange Commission on January 8, 2021


Registration No. 333-




United States











(Exact name of registrant as specified in its charter)



(State or other jurisdiction of

incorporation or organization)


(I.R.S. Employer Identification No.)


8 HaTokhen Street, Caesarea Industrial Park, Israel

(Address of Principal Executive Offices)


DarioHealth Corp. 2020 Equity Incentive Plan

(Full title of the plan)


Mr. Erez Raphael

Chief Executive Officer

DarioHealth Corp.

8 HaTokhen Street

Caesarea Industrial Park

3088900, Israel

(Name, Address and Telephone Number of Agent For Service)


Copies to:

Oded Har-Even, Esq.

Ron Ben-Bassat, Esq.

Sullivan & Worcester LLP

1633 Broadway

New York, NY 10019

Telephone: (212) 660-3000

Facsimile: (212) 660-3001


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act


Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x 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 7(a)(2)(B) of the Securities Act. ¨









 Title of Securities to be Registered

Amount to be

registered (1)

Proposed maximum

offering price per share

Proposed maximum

aggregate offering price

Amount of

registration fee (2)

Shares of common stock, $0.0001 par value per share (3) 928,890 $14.51 $13,478,193.90 $1,470.47


(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.


(2) The fee is based on the number of shares of common stock which may be issued under the plan this registration statement relates to and is estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sales price of DarioHealth Corp.’s (the “Company”) common stock as reported on the Nasdaq Capital Market on January 4, 2021.
(3) Represents shares of common stock issuable upon stock options or other awards to be granted pursuant to the Company’s 2020 Equity Incentive Plan (the “2020 Plan”).







On October 14, 2020, the Company filed a Registration Statement on Form S-8 (File No. 333-249474) (the “Original Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an aggregate of 900,000 shares of Common Stock of the Company that may be issued pursuant to the 2020 Plan.


The Company is filing this Registration Statement on Form S-8 to register an additional 928,890 shares of Common Stock of the Company, which may be issued in connection with securities awards which may hereafter  be granted under the 2020 Plan.


Pursuant to General Instruction E to Form S-8, the contents of the Original Registration Statement are incorporated herein by reference, except for Item 3 and Item 8 of Part II of the Prior Registration Statements, which are being updated by this registration statement.






The documents containing the information required in Part I of this registration statement have been or will be sent or given to participating employees as specified in Rule 428(b)(1) under the Securities Act in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). Such documents are not being filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.









Item 3. Incorporation of Documents by Reference.


The following documents, which have been filed by the Company with the Commission are incorporated by reference in and made a part of this registration statement, as of their respective dates:


  (a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Commission on March 17, 2020;


  (b) The Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, as filed with the Commission on May 12, 2020, August 12, 2020, and November 12, 2020, respectively;


  (c) The Company’s Current Reports on Form 8-K, as filed with the Commission on March 23, 2020, April 7, 2020, July 6, 2020, July 31, 2020, and October 14, 2020; and


  (d) The description of the Company’s common stock contained in its registration statement on Form 8-A filed with the Commission on February 25, 2016, including any amendments and reports filed for the purpose of updating such description.


All documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.


Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.


Item 8. Exhibits.


  4.1 Composite Copy of Certificate of Incorporation, as amended as of November 18, 2019, of the registrant (Incorporated by reference to Exhibit 3.1 to the registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2020).
  4.2 Bylaws of the registrant (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-186054), filed with the Commission on January 16, 2013).
  4.3 Amendment No. 1 to the registrant’s bylaws (Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Commission on November 29, 2018).
  5.1* Opinion of Sullivan & Worcester LLP.
  23.1* Consent of Kost Forer Gabbay & Kasierer, A Member of Ernst & Young Global.
  23.2* Consent of Sullivan & Worcester LLP (contained in Exhibit 5.1).
  24.1* Power of Attorney (included on signature page).
  99.1 The registrant’s 2020 Equity Incentive Plan (Incorporated by reference to Annex A to the registrant’s Proxy Statement on Schedule 14A filed with the Commission on September 2, 2020).


* filed herewith







Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Caesarea, Israel, on the 8th day January, 2021.


  By:   /s/ Erez Raphael
    Name: Erez Raphael
    Title: Chief Executive Officer   



power of attorney and signatures


We, the undersigned officers and directors of DarioHealth Corp., hereby severally constitute and appoint Erez Raphael and Zvi Ben David, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including any post-effective amendments, to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments to this registration statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.


Pursuant to the requirements of the Securities Act, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.


Person    Capacity    Date 
/s/ Erez Raphael   Chief Executive Officer   January 8, 2021
Erez Raphael   (Principal Executive Officer)    
/s/ Zvi Ben David   Chief Financial Officer, Secretary and Treasurer   January 8, 2021
Zvi Ben David   (Principal Financial and Accounting Officer)    
/s/ Yoav Shaked   Chairman of the Board of Directors   January 8, 2021
Yoav Shaked        
/s/ Hila Karah    Director   January 8, 2021
Hila Karah         
/s/ Dennis Matheis   Director   January 8, 2021
Dennis Matheis        
/s/ Dennis M. McGrath   Director   January 8, 2021

Dennis M. McGrath

/s/ Adam K. Stern   Director   January 8, 2021
Adam K. Stern        
/s/ Richard B. Stone   Director   January 8, 2021
Richard B. Stone