0001104659-23-057156.txt : 20230508 0001104659-23-057156.hdr.sgml : 20230508 20230508161115 ACCESSION NUMBER: 0001104659-23-057156 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230504 FILED AS OF DATE: 20230508 DATE AS OF CHANGE: 20230508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raphael Erez CENTRAL INDEX KEY: 0001668046 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37704 FILM NUMBER: 23897845 MAIL ADDRESS: STREET 1: 9 HALAMISH STREET STREET 2: CAESAREA INDUSTRIAL PARK CITY: CAESAREA STATE: L3 ZIP: 38900 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DarioHealth Corp. CENTRAL INDEX KEY: 0001533998 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 452973162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 18 W 18TH ST., 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 646.665.4667 MAIL ADDRESS: STREET 1: 18 W 18TH ST., 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: LabStyle Innovations Corp. DATE OF NAME CHANGE: 20111101 4 1 tm2315002-1_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-05-04 0 0001533998 DarioHealth Corp. DRIO 0001668046 Raphael Erez 18 W. 18TH ST, 5TH FLOOR NEW YORK NY 10011 1 1 0 0 Chief Executive Officer 0 Common Stock 1112059 D Common Stock 37876 I By Dicilyon Consulting and Investment Ltd. Series B-2 Preferred Stock 3.37 2023-05-04 4 P 0 30 1000 A 2023-05-04 2026-05-04 Common Stock 30 D The amount shown represents the beneficial ownership of the issuer's securities held by Dicilyon Consulting and Investment Ltd. which may be deemed to be attributable to Mr. Raphael because Mr. Raphael possesses voting and dispositive power over the securities held by Dicilyon Consulting and Investment Ltd. by virtue of a proxy. Mr. Raphael disclaims beneficial ownership of the securities set forth herein. The Series B Preferred Stock will automatically convert into shares of common stock, subject to certain beneficial ownership limitations, including a non-waivable 19.99% ownership blocker, on the 15-month anniversary of the issuance date. The Series B Preferred Stock initially converts into shares of common stock at a conversion price of $3.37. In addition, the holders of Series B Preferred Stock will also be entitled dividends payable as follows: (i) a number of shares of Common Stock equal to five percent (5.0%) of the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock then held by such holder for each full quarter anniversary of holding for a total of four (4) quarters from the closing date, and (ii) a number of shares of common stock equal to ten percent (10%) of the number of shares of common stock issuable upon conversion of the Series B Preferred Stock then held by such holder on the fifth full quarter from the closing date. /s/ Erez Raphael 2023-05-08