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