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): July 28, 2016 (July 23, 2016)

 

DARIOHEALTH CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   333-186054   45-2973162

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

9 Halamish Street

Caesarea Industrial Park

38900, Israel

(Address of Principal Executive Offices)

 

972-4-770-4055

(Issuer’s telephone number)

 

Labstyle Innovations Corp.

(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))

 

 


Item 1.01 Entry into a Material Definitive Agreement.

 

Commencing on July 23, 2016, DarioHealth Corp., formerly known as LabStyle Innovations Corp. (the “Company”), entered into warrant amendment agreements (the “Amendment Agreements”) with certain investors (the “Buyers”) in the Company’s private placement transaction which closed in July and August 2015 (the “Private Placement”). The purpose of the Amendment Agreements was to amend the exercise price of the existing warrants issued in the Private Placement (the “Existing Warrants”) from $6.30 to $6.66 and to extend the expiration date of such warrants by one year. The Existing Warrants had expiration dates from July 23, 2016 to August 28, 2016. The Company agreed to the terms of the Amendment Agreements following the request of substantially all of the Buyers to amend the terms of the Existing Warrants.

 

The form of ‎Amendment Agreement entered into with the Buyers is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing is only a brief description of the material terms of the Amendment Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

  10.1 Form of Warrant Amendment Agreement

 

 

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: July 28, 2016 DARIOHEALTH CORP.  
     
     
  By:  /s/ Zvi Ben David  
    Name: Zvi Ben David  
    Title:

Chief Financial Officer, Treasurer and

Secretary

 

 

Exhibit 10.1

 

July __, 2016

 

Warrant Amendment Agreement

 

 

Dear Warrant Holder:

 

Reference is made to those certain Series A Common Stock Purchase Warrants, in the form attached hereto as Exhibit B , issued by LabStyle Innovations Corp., a Delaware corporation (the " Company "), to the purchasers listed on Exhibit A annexed hereto (each a " Purchaser " and collectively the " Purchasers "), each dated as set forth on Exhibit A (each a " Warrant "), pursuant to which the Company granted each Purchaser a right to acquire such number of shares of common stock, par value $0.0001 per share, of the Company, as set forth opposite such Purchaser’s name on Exhibit A , at a per share exercise price of $6.30 (subject to certain adjustments as provided in the Warrant). Each Warrant is one of a series of similar warrants issued by the Company pursuant to that certain Securities Purchase Agreement dated July 23, 2015 and/or August 28, 2015, by and among the Company and the Purchasers identified therein (the " Securities Purchase Agreement "). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Securities Purchase Agreement and the Warrant.

 

This letter agreement (the " Agreement ") is intended to document the agreement and understanding with respect to the circumstances under which the Company and each Purchaser agree to amend the terms of the Warrant as set forth herein.

 

The Company and the Purchaser have agreed as follows:

 

1.            Amendment of Warrant .

 

(a)            Amended Warrant Exercise Term . The Company and each Purchaser agrees that the Warrant Exercise Term (as defined in the Warrant) shall be amended to reflect _________, 2017, such that each Warrant shall expire on such date.

 

(b)            Exercise Price . The Exercise Price (as defined in the Warrant) per share of the Common Stock underlying the Warrants, as set forth in Section 1 of the Warrants, shall be amended to reflect $6.66, subject to adjustment as provided in the Warrants.

 

2.            Representations and Warranties of the Purchaser . Each Purchaser shall be bound by and observe all the provisions and conditions of the Securities Purchase Agreement applicable to such Purchaser and hereby confirms the accuracy of the representations and warranties of such Purchaser set forth in Section 3.2 of the Securities Purchase Agreement in all material respects.

 

3.            Representations and Warranties of the Company . The Company hereby confirms the accuracy of the representations and warranties of the Company set forth in Section 3.1 of the Securities Purchase Agreement in all material respects except as such representations and warranties may have been changed, supplemented or amended by disclosure in SEC Reports filed subsequent to the date of the applicable Securities Purchase Agreement.

 

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4.            Governing Law and Jurisdiction . This Agreement and the rights and obligations, of the parties hereunder shall be construed, enforced and interpreted according to the laws of the State of New York, without giving effect to its principles of conflict or choice of laws. Each party agrees that all legal proceedings concerning the interpretations and enforcement of this Agreement and the transaction contemplated hereunder shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the adjudication of any dispute hereunder or in connection herewith.

 

5.            Miscellaneous . This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and may not be modified or amended except by a written instrument duly executed by the parties. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and when a counterpart has been executed by each of the parties hereto, all of the counterparts, when taken together, shall constitute one and the same agreement. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

 

 

[signature page follows]

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Letter Agreement to be duly executed by their respective authorized signatories as of the date indicated below.

 


LABSTYLE INNOVATIONS CORP.

 

 

By:_____________________
Name:
Title:

 

Date: ________________

 

 

 

 

 

 

 

 

 

 

[Company Signature Page to Warrant Amendment Agreement]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Letter Agreement to be duly executed by their respective authorized signatories as of the date indicated below.

 


PURCHASER:

 


By:_________________
Name:
Title:


Date: ________________

 

 

 

 

 

 

 

 

 

[Purchaser Signature Page to Warrant Amendment Agreement]

 

 

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