UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices)
(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 | ||
| The |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 4, 2024, with the approval of the Compensation Committee of the Board of Directors of DarioHealth Corp. (the “Company”), the annual base salary of the Company’s Chief Financial Officer, Zvi Ben-David was increased to $350,000, maintained his target bonus of up to 40% of his base salary, and approved a potential one-time cash bonus of up to $100,000, subject to certain thresholds as to be determined by the Compensation Committee.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Amendment to Employment Agreement by and between LabStyle Innovation Ltd. and Zvi Ben-David, dated April 4, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 5, 2024 | DARIOHEALTH CORP. | ||
| By: | /s/ Zvi Ben David | ||
| Name: | Zvi Ben David | ||
| Title: | Chief Financial Officer, Treasurer and Secretary | ||
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of April 4, 2024, by and between Zvi Ben-David (the “Executive”) and LabStyle Innovation Ltd. (the “Company”). Each of the Company and the Executive shall be referred to collectively as the “Parties” and individually as a “Party.”
WHEREAS, the Company and the Executive entered into an Employment Agreement dated as of January 8, 2015 (the “Employment Agreement”) pursuant to which the Executive was employed by DarioHealth Corp. and the Company upon the terms and conditions therein; and
WHEREAS, the Parties desire to amend certain provisions of the Employment Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties agree with the others as follows:
1. Unless otherwise defined herein, all terms and conditions used in this Amendment shall have the meanings assigned to such terms in the Employment Agreement.
2. The following definitions in Exhibit A of the Employment Agreement are hereby deleted in their entirety and replaced with the following:
“Base Salary: $350,000 annually
Annual Bonus: Up to 40% of the base salary
Additional Bonus: Up to $100,000 during fiscal year ending December 31, 2024, subject to parameters set by the Compensation Committee of DarioHealth Corp.”
3. Except as herein amended, the Employment Agreement shall remain in full force and effect.
4. Further Assurances. Each Party hereto, without additional consideration, shall cooperate, shall take such further action and shall execute and deliver such further documents as may be reasonably requested by the other Party hereto in order to carry out the provisions and purposes of this Amendment.
5. Counterparts. This Amendment may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
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6. Headings. The headings of Articles and Sections in this Amendment are provided for convenience only and will not affect its construction or interpretation.
7. Waiver. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Amendment or any of the documents referred to in this Amendment will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege.
8. Severability. The invalidity or unenforceability of any provisions of this Amendment pursuant to any applicable law shall not affect the validity of the remaining provisions hereof, but this Amendment shall be construed as if not containing the provision held invalid or unenforceable in the jurisdiction in which so held, and the remaining provisions of this Amendment shall remain in full force and effect. If the Amendment may not be effectively construed as if not containing the provision held invalid or unenforceable, then the provision contained herein that is held invalid or unenforceable shall be reformed so that it meets such requirements as to make it valid or enforceable.
9. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to the choice of law principles thereof. Any disputes arising from this Amendment shall be resolved pursuant to Section 18 of the Employment Agreement.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Employment Agreement to be duly executed as of the day and year first above written.
| Company: | |
| LABSTYLE INNOVATION LTD. | |
| By: /s/ Erez Raphael | |
| Name: Erez Raphael | |
| Title: Chief Executive Officer | |
| Executive: | |
| /s/ Zvi Ben-David | |
| Zvi Ben-David |
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Cover |
Apr. 04, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 04, 2024 |
| Entity File Number | 001-37704 |
| Entity Registrant Name | DARIOHEALTH CORP. |
| Entity Central Index Key | 0001533998 |
| Entity Tax Identification Number | 45-2973162 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 122 W 57th St |
| Entity Address, Address Line Two | #33B |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10019 |
| City Area Code | 972 |
| Local Phone Number | 4-770-4055 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share |
| Trading Symbol | DRIO |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |