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): February 4, 2021 (February 1, 2021)

 

DARIOHEALTH CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37704   45-2973162

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8 HaToKhen Street

Caesarea North Industrial Park

3088900, Israel

(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 Symbol(s)   Name of exchange on which 
registered
Common Stock, par value $0.0001 per share   DRIO   The Nasdaq Capital Market LLC
Warrants to purchase Common Stock   DRIOW   The Nasdaq Capital 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 2.01 Completion of Acquisition or Disposition of Assets.

 

On February 1, 2021, DarioHealth Corp. (the “Company”) consummated the previously announced acquisition of Upright Technologies Ltd., an Israeli limited company (“Upright”), pursuant to which the Company, through its subsidiary LabStyle Innovation Ltd., acquired all of the outstanding securities of Upright. As part of the acquisition, the Company agreed to issue the security holders of Upright’s outstanding securities 1,687,612 shares of the Company’s common stock, and agreed to assume options to purchase up to 100,193 shares of the Company’s common stock, subject to certain escrow and indemnity provision contained in the acquisition agreement with Upright.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 1, 2021, the Company, through its Subsidiary, executed an Employment Agreement with Oded Cohen (the “Employment Agreement”) pursuant to which he was hired to serve as General Manager of Musculoskeletal (MSK). Pursuant to the Employment Agreement, Mr. Cohen will earn a monthly salary of NIS 63,000 and shall be eligible for an annual bonus equal to up to four times his monthly salary. The Employment Agreement is an at-will employment arrangement, with a four month notice period, unless it is terminated for cause. In addition, Mr. Cohen will be entitled to severance payment pursuant to applicable Israeli severance law. In the event the Employment Agreement is terminated by us for cause, Mr. Cohen will only be entitled to a severance pay under applicable Israeli severance law. Mr. Cohen’s Employment Agreement also includes a one-year non-competition and non-solicitation provision, certain confidentiality covenants and assignment of any of his company-related inventions. Under the terms of the Employment Agreement, Mr. Cohen is entitled to certain expense reimbursements and other standard benefits, including vacation, sick leave, contributions to a manager’s insurance policy and study fund and car and mobile phone allowances. In addition, Mr. Cohen will be entitled to receive a restricted stock unit award to receive up to 73,660 shares of the Company’s common stock and, subject to the meeting of certain milestones, subject to the meeting of certain milestones an additional restricted stock unit award to receive up to 73,660 shares of the Company’s common stock on March 1, 2022, and subject to the meeting of certain milestones an additional restricted stock unit award to receive up to 73,660 shares of the Company’s common stock on March 1, 2023.

 

The forgoing description of the Employment Agreement is qualified by reference to the full text of the document, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 7.01 Regulation FD Disclosure.

 

Attached as Exhibit 99.1 to this Current Report on Form 8-K is an investor presentation which the Company has used, or may use, in certain investor meetings. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.1.

 

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the presentation attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1 Employment Agreement by and between LabStyle Innovation Ltd. and Oded Cohen, dated February 1, 2021
99.1 Investor Presentation

 

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: February 4, 2021 DARIOHEALTH CORP.
   
   
  By:  /s/ Zvi Ben David
    Name: Zvi Ben David
Title:   Chief Financial Officer, Treasurer and Secretary

 

 

 

Exhibit 10.1

 

PERSONAL EMPLOYMENT AGREEMENT

 

THIS PERSONAL EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this February 1, 2021 by and between LabStyle Innovation Ltd., a company incorporated under the laws of the State of Israel, with its offices at HaTochen 8, Cesarea Industrial Park, 3088900, Israel (the "Company"), and Employee Oded Cohen (Israeli I.D. 13518931) residing at Hatomer 36, Savion, Israel (the "Employee").

 

WHEREAS, the Company wishes to employ the Employee, and the Employee wishes to be employed by the Company, as of the Commencement Date (as such term is defined hereunder); and

 

WHEREAS, the parties hereto desire to state the terms and conditions of the Employee's employment by the Company, as set forth below.

 

NOW, THEREFORE, in consideration of the mutual premises, covenants and other agreements contained herein, the parties hereby agree as follows:

 

General

 

1.            Position. The Employee shall serve in the position described in Exhibit A attached hereto. In such position the Employee shall report regularly and shall be subject to the direction and control of the Company's management and specifically under the direction of the person specified in Exhibit A. The Employee shall perform his duties diligently, conscientiously and in furtherance of the Company's best interests. The Employee agrees and undertakes to inform the Company, immediately after becoming aware of any matter that may in any way raise a conflict of interest between the Employee and the Company. During his employment by the Company, the Employee shall not receive any payment, compensation or benefit from any third party in connection, directly or indirectly, with his position in the Company.

 

2.            Full Time Employment. The Employee will be employed on a full-time basis of 100% of a full time, i.e. 42 hours per week (the "Scope of Employment") in those working days and hours which will be determined by the Company subject to its business needs. The Employee shall devote his entire working hours to the business of the Company and shall not undertake or accept any other paid or unpaid employment or occupation or engage in any other business activity, which conflict with his obligations under this Agreement. The Employee’s weekly rest day shall be Saturday, unless otherwise determined by the Company in a notice to the Employee. The above notwithstanding, Employee agrees and acknowledges the Position is a senior managerial position, requiring a special degree of personal confidence, as defined under the Working Hours and Rest Law, 5711-1951, thus the provisions of such law shall not apply to Employee, and further acknowledges his duties may entail irregular work hours and days , for which there is adequate reward hereunder.

 

3.            Location. The Employee shall perform his duties hereunder at the Company's facilities in Israel, but he understands and agrees that his position may involve significant domestic and international travel.

 

4.            Employee's Representations and Warranties. The Employee represents and warrants that the execution and delivery of this Agreement and the fulfillment of its terms: (i) will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound; and (ii) do not require the consent of any person or entity. Further, with respect to any past engagement of the Employee with third parties and with respect to any permitted engagement of the Employee with any third party during the term of his engagement with the Company (for purposes hereof, such third parties shall be referred to as "Other Employers"), the Employee represents, warrants and undertakes that: (a) his engagement with the Company is and/or will not be in breach of any of his undertakings toward Other Employers, and (b) he will not disclose to the Company, nor use, in provision of any services to the Company, any proprietary or confidential information belonging to any Other Employer.

 

1

 

 

Term of Employment

 

5.            Term. The Employee's employment by the Company shall commence on the date set forth in Exhibit A (the "Commencement Date"), and shall continue until it is terminated pursuant to the terms set forth herein.

 

6.            Termination at Will. Either party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason, by giving the other party a prior written notice as set forth in Exhibit A (the "Notice Period"). The Employee acknowledges and agrees that he has been given ample opportunity to consider the aforesaid waiver and further acknowledges that the Base Salary includes due consideration for such waiver. Notwithstanding the foregoing, the Company is entitled to terminate this Agreement with immediate effect upon a written notice to Employee and to pay the Employee a one time amount equal to the Salary that would have been paid to the Employee during the Notice Period, in lieu of such prior notice.

 

The Company and Employee agree and acknowledge that the Company’s Severance Contribution to the Insurance Scheme in accordance with Section 11 below, shall, provided contribution is made in full, be instead of severance payment to which the Employee (or his beneficiaries) is entitled with respect to the Salary upon which such contributions were made and for the period in which they were made (the "Exempt Salary"), pursuant to Section 14 of the Severance Pay Law 5723 – 1963 (the "Severance Law"). The parties hereby adopt the General Approval of the Minister of Labor and Welfare, which is attached hereto as Exhibit C. The Company hereby forfeits any right it may have in the reimbursement of sums paid by Company into the Insurance Scheme, except: (i) in the event that Employee withdraws such sums from the Insurance Scheme, other than in the event of death, disability or retirement at the age of 60 or more; or (ii) upon the occurrence of any of the events provided for in Sections 16 and 17 of the Severance Law. Nothing in this Agreement shall derogate from the Employee’s rights to severance payment in accordance with the Severance Law or agreement or applicable ministerial order including the General Approval of the Minister of Labor and Welfare, as set forth in this Section 6, in the event contributions to the Insurance Scheme in accordance with Section 11 below have not been made in full.

 

7.            Termination for Cause. The Company may immediately terminate the employment relationship for Cause, and such termination shall be effective as of the time of notice of the same. "Cause" means herein (a) conviction of any felony by the Employee involving moral turpitude affecting the Company or its affiliates or any crime involving fraud; (b) action taken by the Employee intentionally to materially harm the Company or its affiliates; (c) embezzlement of funds of the Company or its affiliates by the Employee; (d) falsification of Company's or its affiliates' records or reports by the Employee; (e) ownership by the Employee, direct or indirect, of an interest in a person or entity (other than a minority interest in a publicly traded company) in competition with the products or services of the Company or its affiliates, including those products or services contemplated in a plan adopted by the Company or its affiliates; (f) any material breach of the Employee's fiduciary duties or duties of care to the Company (except for conduct taken in good faith) which, to the extent such breach is curable, has not been cured by Employee within fifteen (15) days after its receipt of notice thereof from Company containing a description of the breach or breaches alleged to have occurred; (g) any material breach of the Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached as Exhibit B by the Employee; and (i) any other act or omission that constitutes "cause" under the laws of the State of Israel. In the event of termination for Cause, the Employee’s entitlement to severance pay will be subject to Sections 16 and 17 of the Severance Law.

 

8.            Notice Period; End of Relations. During the Notice Period and unless otherwise determined by the Company in a written notice to the Employee, the employment relationship hereunder shall remain in full force and effect, the Employee shall be obligated to continue to discharge and perform all of his duties and obligations with Company, and the Employee shall cooperate with the Company and assist the Company with the integration into the Company of the person who will assume the Employee's responsibilities.

 

2

 

 

Covenants

 

9.            Proprietary Information; Assignment of Inventions and Non-Competition. Upon the execution of this Agreement, the Employee will execute the Company's Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached hereto as Exhibit B. Exhibit B hereto shall survive the expiration or other termination of this Agreement.

 

Salary and Additional Compensation; Insurance

 

10.            (a) Salary. The Company shall pay to the Employee as compensation for the employment services an aggregate monthly base salary in the amount set forth in Exhibit A (the "Base Salary"). In addition, since the Employee may, from time to time, work overtime hours and since the Company cannot keep specific track of all of the Employee's overtime hours, the Company shall pay to the Employee an additional monthly gross amount, as set forth in Exhibit A paid for all of the Employee's overtime hours, as they may be from time to time (the "Additional Compensation" the Additional Compensation and Base Salary together shall constitute the "Salary" for purposes of this Agreement). Except as specifically set forth herein, the Salary includes any and all payments to which the Employee is entitled from the Company hereunder and under any applicable law, regulation or agreement and the Employee shall not be entitled to any additional payment, including, for avoidance of doubt, any payment for overtime hours of work or reimbursement for travel expenses to and from his home to the workplace (which are paid on global basis through the payment of the Additional Compensation). The Employee's Salary and other terms of employment may be reviewed and updated by the Company's management, from time to time, at the Company's discretion. The Salary is to be paid to the Employee no later than the 9th day of each calendar month after the month for which the Salary is paid, after deduction of applicable taxes and like payments.

 

(b) Annual Bonus. The first Annual Bonus payment shall be as set forth in Exhibit A.

 

(c) Special Compensation for Non-Competition Obligations. The Employee acknowledges that 20% of the Salary is paid as special supplementary monthly compensation in consideration for the Employee's non-competition undertakings and obligations set forth in Exhibit B hereto (the "Special Non-Competition Monthly Compensation"). The Employee warrants and represents that the Special Non-Competition Monthly Compensation constitutes a real, appropriate and full consideration to any prejudice he may suffer due to his non-competition undertakings and obligations set forth in Exhibit B hereto, including but not limited to restriction of his freedom of employment.

 

11.            Insurance and Social Benefits. The Company will insure the Employee under a "Manager's Insurance Policy" ("Bituach Menahalim") ("Policy") or a Pension Fund ("Pension Fund"), to be selected by the Employee. The employee shall be entitled to contributions to a pension arrangement of his choice (the "Pension Arrangement"), at the following monthly rates:

 

(a) The Company shall contribute:

 

(i) 8.33% of the Salary towards the severance pay component; and

 

(ii) 6.5% of the Salary towards the pension component. In case you are insured in a mangers insurance policy or a provident fund (which is not a pension fund), the said rate shall include the rate of contributions towards the disability insurance, ensuring loss of earning payment of 75% of the Salary but no less than 5% towards the pension component, all subject to the terms of the Extension Order regarding the Increase of Pension Contributions - 2016 (the "Pension Order 2016"). In accordance with the terms of the Pension Order 2016, if the said rate shall not be sufficient to insure you in disability insurance, the total rate of contributions shall increase up to 7.5% of the Salary.

 

3

 

 

(b) The Company shall also deduct 6% of the Salary to be paid on your account towards the Pension Arrangement.

 

11. 1.            By signing this Agreement, you acknowledge that in accordance with the terms of the General Order, if you choose to be insured in a Pension Arrangement, which is not a pension fund, you must also be insured in disability insurance, ensuring loss of earning payment of 75% of the Salary (or the relevant portion of the Salary which the you choose to insure in such an arrangement).

 

11. 2.            Additionally, the Company together with the Employee will maintain an advanced study fund ("Keren Hishtalmut") and the Employee and the Company shall contribute to such fund an amount equal to 2.5% (two percent and one half of a percent) of the Salary and 7.5% (seven percent and one half of a percent) of the Salary, respectively. All of the Employee's aforementioned contributions shall be transferred to the above referred to plans and funds by the Company by deducting such amounts from each monthly Salary payment. Any tax results for payments made for amounts greater than the maximum amount exempt from tax under applicable laws will bear upon the employee.

 

Additional Benefits

 

12.            Expenses. The Company will reimburse the Employee for traveling expenses in Exhibit A.

 

13.            Vacation. The Employee shall be entitled to the number of vacation days per year as set forth in Exhibit A, as coordinated with the Company (with unused days to be accumulated up to the limit set pursuant to applicable law).

 

14.            Sick Leave; Convalescence Pay. The Employee shall be entitled to that number of paid sick leave per year as set forth in Exhibit A (with unused days to be accumulated up to the limit set pursuant to applicable law), and also to Convalescence Pay ("Dmei Havra'a") pursuant to applicable law.

 

15.            Mobile Phone. During the term of this Agreement the Company may provide the Employee with a Company's mobile phone, for use in connection with Employee's duties hereunder, pursuant to Company's policy, as adopted, as may be amended from time to time by the Company. The Company shall bear all expenses relating to the Employee’s use and maintenance of the phone attributed to the Employee under this Section.

 

16.            Should the employee choose. the Company will provide the Employee with a car of make and model pursuant to the Car Leasing Agreement entered between the Employee and the Company on _ [date] _ (the "Car Leasing Agreement"). The Car shall belong to or be leased by the Company and shall be registered in the Company’s name for use by the Employee during the period of his employment with the Company. The Car will be returned to the Company by the Employee immediately after termination of the Employee's employment by the Company. Use by the Employee of the Car shall be made at all times only in accordance with the provisions of the Car Leasing Agreement and the Company's Car policy, as may be amended from time to time by the Company. The Employee shall bear all the personal tax consequences of the allocation of the Car to his benefit. Any expenses, payments or other benefits that are made in connection with the Car shall not be regarded as part of the Salary, for any purpose or matter, and no social benefits or other payments shall be paid on its account.

 

Without derogating from the terms of the Car Leasing policy, it is hereby clarified that the leasing amount and gasoline costs according to the Company’s policy, shall be deducted from the employees total compensation Salary (Base plus Additional Compensation – as laid out in Exhibit A) and that the salary after such deduction will be the basis for salary-basis entitlements.

 

4

 

 

15.          Options and Equity. The Company may, from time to time, at its sole discretion, grant the Employee options (the "Options") to purchase shares of common stock, and/or shares of the Company's parent company (collectively: the “Equity”), DarioHealth Corp., a Delaware corporation (the "Parent"). The Equity grantss shall be subject to the terms of the Parent’s 2020 Equity Incentive Plan and the 2020 Israeli Sub Plan thereto (together, the “Plan”), as may be amended from time to time, or any successor plans, and an Option Agreement or other suitable agreement as the case may be, to be executed between Parent and the Employee. The Employee acknowledges that he will be required to execute additional documents in compliance with the applicable tax laws and/or other applicable laws.

 

Subject to the approval of Parent’s Board of Directors: the Employee shall be granted with 73,660 Restircted Shares of common stock (“RSU”) of the Parent under the Parents 2020 Equity Incentive Plan and in accordance with Section 102 of the Israeli Tax Ordinance, under such terms derermined by the Board on the grant date. The RSUs will be released over a three years perio , with twelve equal quarterly installment during the three years following the grant date.

 

Employee will also be entitled to an additional grant of 73,660 RSUs on March 1st 2022 upon achieving the 2021 targets as defined in Exhibit A of this agreement. The RSUs will be granted under the Plan and will be released in twelve quarterly installments over a three years period commencing on March 1st 2022.

 

Employee will also be entitled to an additional grant of 73,660 RSUs on March 1st 2023 upon achieving the 2022 targets to be defined by the Company’s Chief Executive Officer, by the beginning of 2022. The RSUs will be garnted under the plan and will be released in twelve quarterly installments over a three years period commencing on March 1st 2023.

 

All Options and the RSUs shall be governed in all respects by the terms of Company's 2020 Equity Incentive Plan. The RSUs grants are subject, in all respects, to the approval of the Parents Board of Directors.

 

Policies

 

16.            Privacy; International Transfer of Information. Employee acknowledges that any communication equipment which may be provided by the Company (telephone, mobile phone, computer terminal or other communication equipment or software) is provided to Employee for the purpose of performing his duties as Company’s employee, and undertakes to use such equipment accordingly. Employee further acknowledges such equipment is and shall remain property of the Company, and explicitly consents to Company conducting, at Company’s reasonable discretion, routine and unannounced inspections of the use of the equipment, including inspections of e-mail transmissions, internet usage and the content thereof. Employee thus acknowledges that, in order to keep Employee’s privacy, it would be advisable to avoid any personal use of the Company’s equipment and facilities.

 

17.            Employee understands and acknowledges that for internal corporate, HR, finance and enterprise reasons, Company may share, transfer, convey and make available certain personal information of the Employee (such as personal and demographic information, financial, personal records, or other personally identifiable information) (collectively: the “Employee Information”) to the Parent and its respective personnel, consultants, advisors and officers. Employee further understands that Parent is operating outside the EEA and as such is not subject to privacy rules applicable in Israel and/or EEA. Nevertheless, Company shall take all reasonable efforts to make sure that the Parent maintains and treats the Employee Information in standards no les stringent than the privacy standards and requirements which apply to the Company.

 

5

 

 

Miscellaneous

 

18.            The laws of the State of Israel shall apply to this Agreement and the sole and exclusive place of jurisdiction in any matter arising out of or in connection with this Agreement shall be the Tel-Aviv Regional Labor Court. The provisions of this Agreement are in lieu of the provisions of any collective bargaining agreement, and therefore, no collective bargaining agreement shall apply with respect to the relationship between the parties hereto (subject to the applicable provisions of law). No failure, delay or forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party's rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either party of any terms or conditions hereof. In the event it shall be determined under any applicable law that a certain provision set forth in this Agreement is invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement, unless the business purpose of this Agreement is substantially frustrated thereby. The preface and exhibits to this Agreement constitute an integral and indivisible part hereof. This Agreement constitutes the entire understanding and agreement between the parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof, and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by both parties hereto. The Employee acknowledges and confirms that all terms of the Employee's employment are personal and confidential, and undertake to keep such terms in confidence and refrain from disclosing such terms to any third party. All references to applicable law are deemed to include all applicable and relevant laws and ordinances and all regulations and orders promulgated there under, unless the context otherwise requires. The parties agree that this Agreement constitutes, among others, notification in accordance with the Notice to Employees (Employment Terms) Law, 2002. Nothing in this Agreement shall derogate from the Employee’s rights according to any applicable law, extension order, collective agreement or other agreement with respect to the terms of Employee’s employment.

 

19.            Employee understands and confirms that he has entered into this Employment Agreement pursuant and subject to the closing of a transaction according to which Company has purchased all of the share capital of Upright Technologies Ltd. (“Upright”) pursuant to a specific arrangement agreed upon by Employee. Employee waives and irrevocably releases Upright, the Company and/or the Parent and/or their assigns and heirs, from any claims demands and/or suits which Employee and/or anyone on his behalf has, may have and/or may have had with respect to his employment by Upright, whether or not known to Employee at the Effective Date. This Agreement replaces and supersedes any agreement Employee has had with Upright with regards to his employment by Upright, save for such provisions which are intended to survive.

 

6

 

 

IN WITNESS WHEREOF the parties hereto have signed this Agreement as of the date first hereinabove set forth.

 

 

/s/ Zvi Ben-David   /s/ Oded Cohen
LabStyle Innovation Ltd.   Oded Cohen

 

[LabStyle Innovation Ltd. – Oded Cohen – Employment Agreement]

 

7

 

 

Exhibit A

 

To the Personal Employment Agreement by and between
LabStyle Innovation Ltd. and the Employee whose name is set forth herein

 

1. Name of Employee:

 

Oded Cohen

2. I.D. No. of Employee:

 

13518931

3. Address of Employee:

 

Hatomer 36, Savion, Israel

4. Position in the Company:

 

GM MSK

5. Under the Direct Direction of:

 

 ___________

 

6. Commencement Date:

 

February 1, 2021

7. Notice Period:

 

4 months

8. Base Salary:

 

NIS 50,400

9. Additional Compensation:

 

NIS 12,600

10. Annual Bonus Up to 4 monthly Salaries.
11. Vacation Days Per Year:

 

22

12. Travel Allowance

 

As determined under applicable law

13. Sick Leave Days Per Year: The Employee should be entitled to fully paid sick leave pursuant to applicable sick law.
14. 2021 targets

1.       Recognized revenues of $16.5 million

2.       MSK offering ready to be sold July 1st into the employers market

3.       1 Employer signing on the solution second half of 2021

4.       Employee retention 80%, building management position until end of June 2021, hiring at elast 2 key knowledge roles (e.g. product) from the competition.

 

Each target of the above will represent an achievement of 25% from the 2021 targets

 

8

 

 

Exhibit B

 

To the Personal Employment Agreement by and between
LabStyle Innovation Ltd. and the Employee whose name is set forth herein

 

Name of Employee: Oded Cohen
   
I.D. No. of Employee: 13518931
   
Date: February 1, 2021 (the "Commencement Date")

 

General

 

1. Capitalized terms herein shall have the meanings ascribed to them in the Agreement to which this Exhibit is attached (the "Agreement"). For purposes of any undertaking of the Employee toward the Company, the term "Company" shall include any parent company, subsidiaries and affiliates of the Company. The Employee's obligations and representations and the Company's rights under this Exhibit shall apply as of the Commencement Date, regardless of the date of execution of the Agreement.

 

Confidentiality; Proprietary Information

 

2. "Proprietary Information" means confidential and proprietary information concerning the business and financial activities of the Company, including, without limitation, patents, patent applications, trademarks, copyrights and other intellectual property, and information relating to the same, technologies and products (actual or planned), know how, inventions, research and development activities, inventions, trade secrets and industrial secrets, and also confidential commercial information such as investments, investors, employees, customers, suppliers, marketing plans, etc., all the above - whether documentary, written, oral or computer generated. Proprietary Information shall also include information of the same nature which the Company may obtain or receive from third parties.

 

3. Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of the Company and irrespective of form but excluding information that (i) was known to Employee prior to Employee's association with the Company, as evidenced by written records; (ii) is or shall become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by Employee; (iii) reflects general skills and experience; or (iv) reflects information and data generally known in the industries or trades in which the Company operates.

 

4. Employee recognizes that the Company received and will receive confidential or proprietary information from third parties, subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. In connection with such duties, such information shall be deemed Proprietary Information hereunder, mutatis mutandis.

 

5. Employee agrees that all Proprietary Information, and patents, trademarks, copyrights and other intellectual property and ownership rights in connection therewith shall be the sole property of the Company and its assigns. At all times, both during the employment relationship and after the termination of the engagement between the parties, Employee will keep in confidence and trust all Proprietary Information, and will not use or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing Employee's duties under the Agreement.

 

9

 

 

6. Upon termination of Employee's engagement with the Company, Employee will promptly deliver to the Company all documents and materials of any nature pertaining to Employee's engagement with the Company, and will not take with him any documents or materials or copies thereof containing any Proprietary Information.

 

7. Employee's undertakings set forth in Section 1 through Section 6 shall remain in full force and effect after termination of the Agreement or any renewal thereof.

 

Disclosure and Assignment of Inventions

 

8. "Inventions" means any and all inventions, improvements, designs, concepts, techniques, methods, systems, processes, know how, computer software programs, databases, mask works and trade secrets, whether or not patentable, copyrightable or protectable as trade secrets; "Company Inventions" means any Inventions that are made or conceived or first reduced to practice or created by Employee, whether alone or jointly with others, during the period of Employee's engagement with the Company, and which are: (i) developed using equipment, supplies, facilities or Proprietary Information of the Company, (ii) result from work performed by Employee for the Company, or (iii) related to the field of business of the Company, or to current or anticipated research and development.

 

9. Employee hereby confirms that all rights that he may have in all Company's Inventions, are and have been from inception, in the sole ownership of the Company. If ever any doubt shall arise as to the Company’s rights or title in any Company Invention and it shall be asserted that the Employee, allegedly, is the owner of any such rights or title, then Employee hereby irrevocably transfer and assign in whole to the Company without any further royalty or payment any and all rights, title and interest in any and all Company Inventions. Employee has listed below in this Section 9 a complete list of all Inventions to which he claim ownerships (the "Prior Inventions") and that he desires to remove from the operation of this Agreement, and acknowledges and agrees that such list is complete. If no such list is attached to this Agreement, Employee represents that he has no such Inventions at the time of signing this Agreements. The Prior Inventions, if any, patented or unpatented, are excluded from the scope of this Agreement. If, in the course of employment with the Company, Employee incorporates a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, Employee agrees that he will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company's prior written consent. Employee hereby represents and undertakes that none of his previous employers or any entity with whom he was engaged, has any rights in the Inventions or Prior Inventions and such employment with the Company will not grant any of them any right in the results of the Employee’s work.

 

  Prior Inventions: [fill-in, if any.]
     
     

 

10. Employee undertakes and covenants he will promptly disclose in confidence to the Company all Inventions deemed as Company Inventions. The Employee agrees and undertakes not to disclose to the Company any confidential information of any third party and, in the framework of his employment by the Company, not to make any use of any intellectual property rights of any third party.

 

10

 

 

11. Employee hereby irrevocably transfers and assigns to the Company all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights in any Company Invention, and any and all moral rights that he may have in or with respect to any Company Invention. For the removal of any doubt, it is hereby clarified that the provisions concerning assignment of Company Inventions contained in Section 8 and this Section 11 will apply also to any "Service Inventions" as defined in the Israeli Patent Law, 1967 (the "Patent Law"). However, in no event will such Service Invention become the property of the Employee and the provisions contained in Section 132(b) of the Patent Law shall not apply unless the Company provides in writing otherwise. The Employee will not be entitled to royalties or other payment with regard to any Company Inventions, Service Inventions or any of the intellectual property rights set forth above, including any commercialization of such Company Inventions, Service Inventions or other intellectual property rights. The Employee irrevocably confirms that the consideration explicitly set forth in the employment agreement is in lieu of any rights for compensation that may arise in connection with the Inventions under applicable law and the employee hereby expressly and irrevocably confirms that the provisions contained in Section 134 of the Patent Law shall not apply and he waives any right to claim royalties or other consideration with respect to any Invention.

 

12. Employee agrees to assist the Company, at the Company's expense, in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, and other legal protections for the Company Inventions in any and all countries. Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. Such obligation shall continue beyond the termination of Employee's engagement with the Company. Employee hereby irrevocably designates and appoints the Company and its authorized officers and agents as Employee's agent and attorney in fact, coupled with an interest to act for and on Employee's behalf and in Employee's stead to execute and file any document needed to apply for or prosecute any patent, copyright, trademark, trade secret, any applications regarding same or any other right or protection relating to any Proprietary Information (including Company Inventions), and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets or any other right or protection relating to any Proprietary Information (including Company Inventions), with the same legal force and effect as if executed by Employee himself.

 

Non-Competition

 

13. In consideration of Employee's terms of employment hereunder, which include special compensation for his undertakings under this Section 13 and the following Section 14, and in order to enable the Company to effectively protect its Proprietary Information, Employee agrees and undertakes that he will not, so long as the Agreement is in effect and for a period of twelve (12) months following termination of the Agreement, for any reason whatsoever, directly or indirectly, in any capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities competing with the activities of the Company. Employee hereby acknowledges and agrees that the Salary and social benefits to which the Employee is or shall be entitled to, if any, as set forth in the Agreement, is set to a level which reflects adequate compensation sufficient to reimburse prejudice, if any, including but not limited to any of Employee's legitimate rights and interests. Employee further warrants and represents that the Special Non-Competition Monthly Compensation (as defined in the Agreement) constitutes a real, appropriate and full consideration to any prejudice Employee may suffer due to his non-competition undertakings and obligations set forth in this Exhibit, including but not limited to restriction of his freedom of employment.

 

11

 

 

14. Employee agrees and undertakes that during the employment relationship and for a period of twelve (12) months following termination of this engagement for whatever reason, Employee will not, directly or indirectly, including personally or in any business in which Employee may be an officer, director or shareholder, solicit for employment any person who is employed by the Company, or any person retained by the Company as a consultant, advisor or the like who is subject to an undertaking towards the Company to refrain from engagement in activities competing with the activities of the Company (for purposes hereof, a "Consultant"), or was retained as an employee or a Consultant during the six months preceding termination of Employee's employment with the Company.

 

Reasonableness of Protective Covenants

 

15. Insofar as the protective covenants set forth in this Exhibit are concerned, Employee specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants are reasonable and necessary to protect the goodwill, property and Proprietary Information of the Company, and the operations and business of the Company; and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of the Company. Nevertheless, if any of the restrictions set forth in this Exhibit is found by a court having jurisdiction to be unreasonable or overly-broad as to geographic area, scope or time or to be otherwise unenforceable, the parties hereto intend for the restrictions set forth in this Exhibit to be reformed, modified and redefined by such court so as to be reasonable and enforceable and, as so modified by such court, to be fully enforced.

 

Remedies for Breach

 

16. Employee acknowledges that the legal remedies for breach of the provisions of this Exhibit may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company in the event of a breach or a threatened breach of any of such provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions.

 

Intent of Parties

 

17. Employee recognizes and agrees: (i) that this Exhibit is necessary and essential to protect the business of Company and to realize and derive all the benefits, rights and expectations of conducting Company’s business; (ii) that the area and duration of the protective covenants contained herein are in all things reasonable; and (iii) that good and valuable consideration exists under the Agreement, for Employee's agreement to be bound by the provisions of this Exhibit.

 

IN WITNESS WHEREOF the Employee has signed this Agreement as of the date first hereinabove set forth.

 

 

/s/ Oded Cohen   
Oded Cohen  

 

12

 

 

Exhibit C

 

GENERAL APPROVAL REGARDING PAYMENTS BY EMPLOYERS TO A PENSION
FUND AND INSURANCE FUND IN LIEU OF SEVERANCE PAY UNDER THE SEVERANCE
PAY LAW, 5723-1963

 

 

 

13

 

 

 

Exhibit 99.1

 

1 DarioHealth Corp. Nasdaq | DRIO AI - powered, digital solutions that drive durable behavior change in chronic disease

 

2 01 Forward Looking Statement This presentation of DarioHealth Corp. (the Company”) and statements of our management or agents related thereto contain or m ay contain forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements which are not historical reflect ou r current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information curre ntl y available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding fut ure events. Words such as “seek,” “intend,” “believe,” “plan,” “estimate,” “expect,” “anticipate,” “will,” “would,” and other similar expressions all denote forward - looking statements within the meaning of the Act. Readers are cautioned that actual results, performance, liquidity, financial condition and results of operations, prospects a nd opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward - looking statements as a result of various risks, uncertainti es and other factors. Factors that could cause or contribute to such differences include, but are not limited to our compliance with regulatory requirements, the impact of cur ren t and any future competition, our current and future capital requirements and our ability to satisfy our capital needs through financing transactions or otherwise, our abi lit y to manufacture, market and generate sales of our Dario ® diabetes management solution, as well as other factors and risks discussed in the Company’s filings (including the results of th e company’s commercial and regulatory plans for Dario ® ) with the U.S. Securities and Exchange Commission. We undertake no obligation to publicly update any forward - looking statement s, whether as a result of new information, future events or otherwise, except as required by applicable law. In addition, readers are cautioned that any estimates, forecasts or projections contained in this presentation or as may be d isc ussed by our management or agents have been prepared by our management in good faith on a basis believed to be reasonable. However, such estimates, forecasts and project ion s involve significant elements of subjective judgment and analysis and no representation can be made as to their attainability. No representation or warranty (express or imp lied) is made or is to be relied upon as a promise or representation as to our future performance. Readers are cautioned that such estimates, forecasts or projections have not bee n audited and have not been prepared in conformance with generally accepted accounting principles. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall ther e b e any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

3 We use technology and the science of behavior to create durable improvements in chronic disease, providing a personalized user experience at scale to make behavior change the path of least resistance. The Dario Virtuous Cycle , an AI - driven approach that uses billions of behavioral data points from tens of thousands of users to create a curated, personalized experience that is clinically proven to alter the course of chronic disease. Leveraging early learnings as a direct - to - consumer company (D2C) to build the leading comprehensive digital health platform for providers, health plans and benefits administrators (B2B2C). Tens of thousands of users pay out - of - pocket for our state - of - the - art mobile device technology platform which is top rated in the Appstore (4.9/5), with a Net Promoter Score of 77. Our high - margin SaaS revenue model therapeutics solution, targeting users with one or more chronic conditions, has a total addressable market of $108B for metabolic disease market and additional $213B for the musculoskeletal market With a strong balance sheet and additional capital from the recent financing, we are well positioned to deliver on our strategic plan to scale our user base through partnerships with insurance companies, health care plans and self - insuring employers. Current cash position – Exceed $ 90 M DarioHealth – A Leader in Digital Therapeutics

 

4 Empowering behavior change to alleviate the burden of chronic conditions through simple, clinically proven digital tools and coaching – Making the right thing to do, the easy thing to do. Mission statement

 

5 Chronic disease management represents a significant unmet need. 1 in 3 children born today will develop diabetes in their lifetime 7 / 10 deaths caused by chronic disease 147M+ people in the U.S. have chronic conditions $3 of $4 spent on healthcare from chronic diseases $3.7T annual total cost to the U.S. economy 5 https://onlinelibrary.wiley.com/doi/abs/ 10.1111 /j. 1746 - 1561.2006.00093 .x https://www.cdc.gov/chronicdisease/pdf/ 2009 - power - of - prevention.pdf https://www.rand.org/content/dam/rand/pubs/tools/TL 200 /TL 221 /RAND_TL 221 .pdf Statistics in this area tend to be older because of complexity tallying etc. https://www.ncbi.nlm.nih.gov/pmc/articles/PMC 5876976 /

 

6 Approximately 0.5M under digital therapeutics US Penetration Global Addressable Market – Digital Therapeutics $162B opportunity in US alone. Of which less then 1% is already penetrated. 114M with chronic condition Less than 1 % penetration 1 st Condition: Hypertension $ 30 PMPM https://www.diabetesresearch.org/diabetes - statistics#:~:text=34.2%20million%20people%2C%20or%2010.5,yet%20been%20diagnosed%20(20 18). https://www.sciencedaily.com/releases/2016/03/160301114116.htm https://www.who.int/news - room/fact - sheets/detail/diabetes https://www.heart.org/en/news/2018/05/01/more - than - 100 - million - americans - have - high - blood - pressure - aha - says#:~:text=The%20number% 20of%20Americans%20at,adults%20in%20the%20United%20States. https://www.medscape.com/answers/241381 - 7614/what - is - the - global - prevalence - of - hypertension - high - blood - pressure#:~:text=Globally% 2C%20an%20estimated%2026%25%20of,a%20tremendous%20public%20health%20burden. Total US Market $90B Total US Market $72B 34.2M Diabetes 22.8M Comorbidities - Diabetes and Hypertension 103M Hypertension Metabolic Musculoskeleta l 126.6M Musculoskeletal * Calculated as $ 60 PMPM for diabetes, $ 30 PMPM for Hypertension and $ 50 PMPM for MSK

 

7 Dario Solution Fully - integrated digital solutions for managing multiple chronic conditions Diabetes Hypertension Live Analytics Propriety Medical Devices Mobile Application Digital and Human Coaching A Holistic, Integrated Service For Chronic Disease Management Prediabetes Musculoskeletal *2021

 

8 DarioEngage tm devices glucometer BP cuff digital scale gamification unlimited consumables activity tracking food tracking Coaching DarioWay AI - based insights education real - time coaching performance rewards behavioral health support telemedicine providers Dario’s simplicity makes engagement easy Proprietary medical device, mobile application, digital and human coaching myDario tm

 

9 personalized journey enables durable behavior change and chronic disease improvement Behavior change is the core requirement for improvement in chronic disease The user experience of 65k users generates over 4 billion behavioral data points annually The user experience of 65k users generates over 4 billion behavioral data points annually The Dario Virtuous Cycle An AI - driven approach that ensures that every member interaction and experience improve the user journey of others, allowing personalized behavior change at scale. 159,400 users

 

10 Dario accelerates behavior change by making the right thing to do, the easy thing to do “ Even when I know what I need to do, it feels impossible ” “With Dario tools, changing what I do is easy” Accelerates change “Its hard to keep up with devices and supplies” “I always have what I need, when I need it” Facilitates adherence “I’m unique — the solutions I’m offered don’t fit me” “My experience is personalized to me — that helps me stay connected” Personalizes experiences “Figuring out how to use the tools is too much effort — I just give up” “The next steps are automatic — I don’t have to think about anything.” Anticipates needs “Nobody is in my corner” “Help is a button away, and I get support before I even ask for it” Proactively supports Without Dario With Dario

 

11 Timing Tone Channel Content Frequency Intervention Dynamic Personalization for Each Individual AI Insights Continuously Applied to the Six Domains of Personalization for Each User (After 12 months Jack remains engaged) (After 3 months Jack drops out) “Jack’s” Dario Journey “Jack’s” Competitor Journey

 

12 Dario’s High Engagement Rate Drives Results Improved outcomes demonstrated in 11 clinical studies comprising >40,000 users and 3.4 million measurements Experience and satisfaction drive high user engagement Driving clinical improvement Significant cost savings Sustainable long - term outcomes References: *AADE 2018 Scientific presentation for T2D after 12 months ** “The Cost and Impact of Type 2 Diabetes: Policy Recommendations for a Growing Public Health Epidemic” Paul Keckley, Nov2018 ( 1% HbA1c =1700$**) – see next slide NPS +77 AppStore 4.9 eHbA1c 1.4% improvement* 50% reduction in hypoglycemic events 60% reduction in hyperglycemic events Outcomes demonstrated over 2 years Cost savings** $ 2,328 pppm 3.4 x ROI for payers

 

13 Source: commentary/analysis about competitors is attributed to SVB Leerink from its August 2019 Livongo research report. Anal ysi s on Dario is based on management estimates. • Market with less then 1% penetration • Limited competitors with scale • Dario positioned for Market Leadership Role Dario’s Competitive Advantage Positive user experience with proven data driven return on investment in scale Digital Health Competitive Market Full integrated solution Scalable / Cost Structure User Satisfaction Published research / Clinical Performance Customer Base Size Global Why Dario Health Wins Superior Technology Solution Dario Health delivers a seamless user experience leads to superior user engagement that leads to clinical outcomes Proven Clinical Performance At Scale 3 years and billions of data points fed through Dario ’ s Virtuous Cycle provides a competitive AI advantage with 15 clinical paper shows significant improvement in outcomes Competitive and value - based pricing model State of the art user experience with high BPS and measurable clinical results makes for an attractive ROI to payers. *MSK *MSK *MSK solution

 

14 Market Places, Social Media, Search Engines 2020 + Leverage D2C core to penetrate the B2B2C market clients Members 2017 2019 2018 Employers Health Plans Providers 159,400 Users 3B + Data Points 15 Real Data Clinical Publications • Following the successful penetration and growth in the D2C market, demonstrated requisite clinical results at scale, now enables the Company to move into and target the B2B2C market. • This has enabled the Company to significantly accelerate and scale our platform DTC Enterprise Scale

 

15 Strong Client Base / Expanding Pipeline • Medicare reimbursable • Opportunity for increased revenue for providers • Reduce cost • Employee satisfaction & retention • In contracting of first large employer • In partnership with health plan • Partner for self - insured employers • Fully insured • First major plan in contracting NDA NDA 24 Clients 800 Access to pool of employers through strategic partners 240K Access to pool of users *$ 500 M Annual revenue pipeline 2.4 M Access to users Signed Contracts Pipeline HMC S& P 500 S& P 500 *Annual pipeline revenue estimates are calculated as anticipated opportunity population multiplied by 10 % condition prevalence times 35 % enrollment at $ 59 /month times 12 months. In the event that actual prevalence or eligible members is known, those amounts are used instead. Actual revenue from an opportunity could differ significantly from the estimated amount. Employers Health Plans Providers Remote Patient Monitoring

 

16 Our Highly Scalable SaaS / PaaS Business Model Drives recurring revenue and high growth margin. SaaS Software as a service PaaS Platform as a service Medical Devices + Unlimited Disposables Application Experience Dario Coaching Medical Devices + Unlimited Disposables Enhanced Application Experience Dario Coaching Health Coaching (CDE) Licensing to integrate to the open platform Applicable for providers as well as medical devices companies 1st Condition $25 PMPM 2 nd Condition +$ 10 1 st Condition $ 60 PMPM 2 nd Condition +$ 10 $ 39 PMPM Consumer / Retail Standard Membership Digital Therapeutic Premium Membership Membership Program

 

17 Transformative M&A Acquisition of Upright 17

 

18 *https://www.sciencedaily.com/releases/ 2016 / 03 / 160301114116 .htm *https://ergo - plus.com/cost - of - musculoskeletal - disorders - infographic/ #1 Reason for work absentee $ 7 , 800 Annual cost of treatment 38 % More time away from work than the avg injury It ’ s a big problem 50 % $213B 52% Of adults suffer an MSK issue each year Annual U.S. cost to payers or self - insured employers Of MSK conditions involve lower back, neck and shoulder pain Additional Growth Engine - Musculoskeletal

 

19 Musculoskeletal – Complements Diabetes And aligns well with Dario ’ s Existing Platform Shared Clients of Employers R anked MSK top condition impact costs Closely align with * Diabetes 36% Prevalence among Diabet ic s Significant TAM $ 13 B Opportunity in the US Similar Treatment Approach Required consumer centric solution Diabetes Heart Problems Lung Problems Mental Health Cancer In the last 5 years 100% 50 % 0 % 36.2 % 45% 43.1 % 41.6 % 32.4% 63.8% 55 % 56.9 % 58.4 % 67.6% long - term chronic conditions Other Comorbidities MSK • 36% Prevalence of musculoskeletal disorders among people ages 45 years and over reporting diabetes as another long - term condition • Musculoskeletal conditions are prevalent in 1/3 to 1/2 of multi - morbidity health state *https://www.researchgate.net/publication/ 320774650 _The_contribution_of_musculoskeletal_disorders_in_multimorbidity_Implications_for_practice_and_policy

 

20 DarioHealth – MSK Solution UPRIGHT Satisfies All of Dario’s Selection Criteria Consumer Centric D 2 C Focused with very high user satisfaction Wide MSK coverage Covers 52% of MSK conditions by providing a solution for Back, Neck and shoulder Significant user base that proves durable behavioral change Offering designed to drive outcomes through durable behavioral change as proved with more then 90 K users Use technology that combines HW, SW and light service Combines a sensor with software application and light coaching for full experience. Company culture – consumer first! Share same culture of digital approach with consumer first mindset.

 

21 Support the digital experience with human coaching to provide a durable behavioral change Digital First Solution for MSK and Pain Management Integrated Virtual Platform Focused on Behavior Change Mirrors Dario ’ s Current Offering Hardware / Sensors Enables biofeedback to drive personalized experience in combination with software Human coaching Software Enables full data driven digital experience including education and content

 

22 Upright – Scalable, Sustainable Results • Unique approach prevents and treats MSK conditions via sustainable behavioral change. • Bio - Feedback platform Unique data aggregation with an average usage of hours /day • Resulted in a sustainable ( 18 months) significant decrease in back pain ( 54 % - 61 %) in a large group of 57,000 participants. M in/Day Min/Day Compliance 350 15 BioFeedback Motor Learning 1B Behavi o r Science Data Driven Data Points Part of every day activity Competition

 

23 U PRIGHT ’ s High User Satisfaction Satisfaction Leads to Engagement which In turn Leads to Clinical Performance Report improvement in posture within 2 weeks 83% Would recommend within Employer 4 out of 5 Would recommend a friend 72%

 

24 U PRIGHT – Clinical Results Real World Health Outcomes Highlight Strength of Offering $3 , 954 54% Severe pain level reduction User ’ s pain level rating over 13 to 18 months 57 k Users – 261 K data points Moderate pain level reduction 61 % User ’ s pain level rating over 13 to 18 months $4 , 467 1% Cost savings of $ 73.23 for every Of pain reduction Improvement in seated thoracic spinal angle 16% “ Upright posture trainer could be beneficial in improving posture and reducing future spinal problems ” Improvement in extensor muscles endurance 55% “Upright can be beneficial in reducing future spinal problems” Improved their RAND SF Health Survey by an avg of 29 % 8 “ Upright improves emotional wellbeing and overall health ” O ut of 10 Reduction in maximal neck flexion 38% “Upright posture device can improve posture alignment in Parkinson’s disease”

 

25 Digital Therapy - MSK Solution Landscape UPRIGHT Compares Favorably to Peers Active Users B2B B 2 C User Satisfaction Clinical Data HW Sensor Behavioral health Global 90 K 60K 10 K MSK Scalable Players Early stage, most players have up to 10,000 users, Hinge and upright are the only 2 companies with significant number of users. Hinge B 2 B Focused – Recently *raised $ 300 M in a valuation of $ 3 B, Estimated revenue - $ 70 M - $ 80 M PHYSERA **Acquired by OMADA Health for $ 30 M for $ 3 M yearly revenue *https://medcitynews.com/2021/01/virtual - physical - therapy - startup - hinge - health - reaches - 3b - valuation/ **https://www.cnbc.com/2020/05/19/omada - health - raises - 57 - million - acquires - physera - for - 30 - million.html

 

26 Product Roadmap Layering on New Chronic Conditions for a More Complete Virtual Care Solution Multi Devices, CGM, Hyper personalization through AI. 2016 - 2018 Diabetes Personalized through user journeys and education 2019 Hypertension Fully integrated MSK solution for Employers 2021 Musculoskeletal (MSK) 2021 Next Condition … Chronic Conditions 2016 2018 2019 2017 2020 2021 2021 + 2019 Post Upright Acquisition Covered Lives 2020 48,000 69,400 159,400

 

27 Dror Bacher COO Rick Anderson President & GM North America Erez Raphael CEO, Board Member Zvi Ben - David CFO Dennis M. McGrath Chair of Audit - Board Member Adam Stern Board Member Yoav Shaked Chairman of the Board Hila Karah Board Member Yadin Shemer Advisory Board Allen Kamer Advisory Board Barbara “Be” Stark SVP & Head of Managed Markets North America Omar Manejwala, M.D. Chief Medical Officer Experienced Executive Management Team Dennis Matheis Board Member Phil Ritchey SVP Health Systems & Providers Sales Eric Milledge Chairman of the Scientific Advisory Board Chris Chan SVP Employer Sales Claudia Kraut Partnership Board of Directors and Advisors Oded Cohen GM Musculoskeletal & Board Member

 

28 Financial Highlights Above $20M in revenue Above $ 90 M as of Jan 26 th , 2021 Transforming into B 2 B 2 C on good traction Combined proforma 2020 full - year revenue Cash position Several deals signed with employers and providers provide initial indication for a more significant sales ramp up in 2021 . ARPU increased from $ 6 per user per month to $ 25 per member per month, expected to grow to $ 70 PMPM Transformation into SaaS increase average revenue per user per month.

 

29 Average revenue per user per month ARPU Product Enhancements Expand D2C user base Scale Via B 2 B Clients Revenue $7 $25 $ 60 $ 80 Expand market through leverage of existing and new partnerships Expanding product offering to additional chronic conditions Continue to grow profitable consumer channel Multi Growth Drivers Strength of platform allows for broad market reach, increased number of users and better outcomes per user

 

30 Preferred Shares 3,550K Prefunded Warrants 1,183K Cash - $90M Enterprise Value $383M Stock Price $ 4.48 Shares Outstanding 14,598K Market Cap $357M Capital Structure Balance Sheet & Capitalization Snapshot Shares Outstanding 14,598K Preferred Shares 3,550K Prefunded Warrants 1,183K Warrants (Exercise Price: $4.05 - $12.00) 945K Warrants (Exercise Price: $25.00 - $112.50) 399K Stock Options (ESOP) 1,868K Fully Diluted Equity 22,543K Cash Balance Post Jan 26 th , 2021 Fund Raising: Exceeding $ 90 M All numbers are as of Feb. 1 st, 2021

 

31 Thank You