DarioHealth Corp S-3/A, filed May 3, 2024
DarioHealth Corp. (DRIO)
As filed with the Securities and Exchange Commission on May 3, 2024
Registration No. 333-278865
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DARIOHEALTH CORP.
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware (State or other jurisdiction of incorporation or organization) |
45-2973162 (I.R.S. Employer Identification No.) |
322 W. 57th St. #33B
New York, New York
Telephone: (972) 4-770-4055
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Mr. Erez Raphael
Chief Executive Officer
DarioHealth Corp.
322 W. 57th St. #33B
New York, New York
Telephone: (972) 4-770-4055
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Oded Har-Even, Esq.
Ron Ben-Bassat, Esq.
Sullivan & Worcester LLP
1251 Avenue of the Americas
New York, NY 10020
Telephone: (212) 660-5000
Facsimile: (212) 660-3001
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined by market and other conditions.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer: | ¨ | Accelerated filer: | ¨ |
| Non-accelerated filer: | x | Smaller reporting company: | x |
| 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 7(a)(2)(B) of Securities Act. ¨
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
EXPLANATORY NOTE
This Pre-Effective Amendment No.1 (the “Amendment”) is being filed to amend the Registration Statement on Form S-3 (File No. 333-278865), originally filed by the registrant on April 22, 2024 (the “Registration Statement”). The sole purpose of this Amendment is to include a revised Exhibit 23.2 consisting of the consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, dated April 22, 2024. Accordingly, this Amendment consists only of the cover page of the Registration Statement, this Explanatory Note, the Exhibit Index to the Registration Statement, the signature pages and Exhibit 23.2 filed herewith. This Amendment does not modify any provision of the prospectus contained in Part I or the balance of Part II of the Registration Statement.
Item 16. Exhibits
A list of exhibits filed with this registration statement is contained in the exhibits index, which is incorporated by reference.
EXHIBIT INDEX
* Previously filed
** Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on the 3rd day of May 2024.
| DARIOHEALTH CORP. | |||
| By: | /s/ Erez Raphael | ||
| Name: | Erez Raphael | ||
| Title: | Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Person | Capacity | Date | ||
| /s/ Erez Raphael | Chief Executive Officer | May 3, 2024 | ||
| Erez Raphael | (Principal Executive Officer) | |||
| /s/ Zvi Ben-David | Chief Financial Officer, Secretary and Treasurer | May 3, 2024 | ||
| Zvi Ben David | (Principal Financial and Accounting Officer) | |||
| * | Chairman of the Board of Directors | May 3, 2024 | ||
| Yoav Shaked | ||||
| * | Director | May 3, 2024 | ||
| Jon Kaplan | ||||
| * | Director | May 3, 2024 | ||
| Hila Karah | ||||
| * | Director | May 3, 2024 | ||
| Dennis Matheis | ||||
| * | Director | May 3, 2024 | ||
| Dennis M. McGrath | ||||
| * | Director | May 3, 2024 | ||
| Adam K. Stern |
* by Erez Raphael as Attorney-in-Fact
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in this Registration Statement (Form S-3) and related Prospectus of DarioHealth Corp. for the registration of common stock and to the incorporation by reference therein of our report dated April 22, 2024, with respect to the consolidated financial statements of Twill Inc. included in DarioHealth Corp.’s Current Report on Form 8-K dated April 22, 2024, filed with the Securities and Exchange Commission.
| /s/ Kost Forer Gabbay & Kasierer | |
| Tel-Aviv, Israel |
Kost Forer Gabbay & Kasierer |
| May 3, 2024 | A Member of EY Global |