DRIO 8-K
DarioHealth Corp. (DRIO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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. |
As previously disclosed, on July 10, 2026, the temporary medical leave of absence of Steven Nelson, President and Chief Commercial Officer of DarioHealth Corp. (the “Company”), was extended for an indefinite period.
On August 20, 2026, the Company and Mr. Nelson entered into a separation agreement (the “Separation Agreement”), pursuant to which Mr. Nelson will cease to serve as the Company’s President and Chief Commercial Officer effective September 1, 2026, and his employment with the Company will terminate effective September 30, 2026 (the “Separation Date”).
Pursuant to the Separation Agreement, Mr. Nelson will be paid all earned wages, including accrued and unused vacation time, and his current health insurance coverage will continue through September 30, 2026. In addition, subject to the terms of the Separation Agreement, the Company will reimburse Mr. Nelson for up to three months of continued health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following the Separation Date, at a monthly reimbursement amount of $2,600, or until Mr. Nelson becomes eligible for comparable benefits, if earlier. Mr. Nelson has also agreed to cooperate with the Company and its personnel to facilitate the transition of his role through December 31, 2026.
The Separation Agreement provides that Mr. Nelson’s outstanding equity awards will continue to be governed by the terms of the Company’s applicable equity incentive plan and the applicable award agreements and grant letters, and that any outstanding but unvested equity awards will expire upon termination of his employment. The Separation Agreement also contains a general release of claims by Mr. Nelson and provides for certain continuing confidentiality, non-solicitation, non-competition and other customary obligations.
In connection with Mr. Nelson’s separation, on August 20, 2026, the Company and Mr. Nelson entered into a consulting agreement (the “Consulting Agreement”), effective October 1, 2026, pursuant to which Mr. Nelson will provide certain advisory and consulting services to the Company through December 31, 2027, unless earlier terminated in accordance with its terms. The consulting services will include participation in monthly executive advisory calls, providing industry insights and market perspectives and, where appropriate, facilitating strategic introductions.
As consideration for the consulting services, the Company will grant Mr. Nelson 30,000 shares of restricted common stock, subject to approval by the Compensation Committee of the Company’s Board of Directors. The restricted shares will vest on the first anniversary of the grant date, or earlier upon a Change in Control (as defined in the Company’s 2020 Equity Incentive Plan). If the Company terminates the Consulting Agreement for any reason, 15,000 of the 30,000 restricted shares will immediately vest in full as of the effective date of such termination. If the Consulting Agreement ends prior to the expiration of its full term, the number of restricted shares granted to Mr. Nelson will be adjusted based on the actual duration of the Consulting Agreement.
Either party may terminate the Consulting Agreement upon 30 days’ written notice, with or without cause, and the Company may terminate the Consulting Agreement immediately for cause under the circumstances specified therein. The Consulting Agreement also contains customary confidentiality, intellectual property, non-solicitation and other restrictive covenants.
The foregoing descriptions of the Separation Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Separation Agreement and the Consulting Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1* | Separation Agreement, by and between DarioHealth Corp. and Steven Nelson, dated August 20, 2026. |
| 10.2* | Consulting Agreement, by and between DarioHealth Corp. and Steven Nelson, dated August 20, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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: August 21, 2026 | DARIOHEALTH CORP. | |
| By: | /s/ Chen Franco-Yehuda | |
| Name: | Chen Franco-Yehuda | |
| Title: | Chief Financial Officer, Treasurer and Secretary | |
Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT DARIOHEALTH CORP., TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.
August 19, 2026
Steven Nelson
[**]
Dear Steven:
Following our conversation, below are the terms and conditions (the “Agreement”) regarding your separation from employment with DarioHealth Corp. (the “Company”).
1. Termination of Employment. Your employment with the Company will terminate on September 30, 2026 (the “Separation Date”). Effective September 1, 2026, you will cease to serve as the Company's President and Chief Commercial Officer. You will be timely paid all earned wages (including accrued, unused vacation time) no later than October 16, 2026.
2. Benefits. Your current health insurance coverage will continue through the end of September 2026, with no further action required by you. Your eligibility to continue your current coverage under the Company’s group health insurance plan under COBRA will commence on the first day of the month following the month of the Separation Date. The company will reimburse you for up to three months of coverage under COBRA from the Separation Date or until you become eligible for comparable benefits earlier. The COBRA monthly reimbursement amount will be $2,600.00. The Company will provide you with separate written notification of your right to continue such coverage. If you elect such coverage, you will be responsible for remitting the monthly premium commencing after your Separation Date and providing proof of payment to the Company for reimbursement as stated above. Your right to participate in all other of the Company’s benefits plans and programs will end on the Separation Date.
3. Reference. As a matter of policy, the Company will only confirm your job title and dates of employment to prospective employers.
4. Expenses. To receive expense reimbursement for business expenses subject to reimbursement, the Company must receive sufficient documentation no later than September 30, 2026.
5. Cooperation. You agree to cooperate with the Company and its personnel in a commercially reasonable manner through December 31, 2026, to ensure a successful transition of your role.
6. Options and Capital Grants. All options and capital grants granted to the Employee during the Employment Term, shall be governed by the terms and conditions of the Company’s relevant option plan and the Employee’s relevant option agreements and/or grant letters. Any outstanding, but unvested options and capital grants shall expire upon and become of no force and effect on the Termination Date.
7. Advisory Role and Agreement. Following the Separation Date and execution of this Agreement, you and the Company will enter into an advisory agreement. The terms of that advisory agreement, including any equity compensation payable to you, will be mutually agreed upon by you and the Company and are subject to approval by the Compensation Committee of the Company's Board of Directors.
8. General Release of Claims.
In exchange for the promises and payment described in this Agreement, you (on behalf of yourself and your heirs, executors, administrators and assigns) hereby release and forever discharge the Company and all of their present and former officers, directors, principals, employees, agents, representatives, consultants, successors and assigns, in their official and individual capacities (collectively, the “Released Parties”), to the maximum extent permitted by law, from any and all suits, claims, demands, debts, sums of money, damages, interest, attorneys’ fees, expenses, actions, causes of action, judgments, accounts, promises, contracts, agreements, and any and all claims of law or in equity, whether now known or unknown, which you now have or ever have had against the Released Parties, or any of them, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Genetic Information Non discrimination Act, Family and Medical Leave Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, the Uniform Services Employment and Reemployment Act, the Immigration Reform and Control Act, the Pennsylvania Human Relations Act, the Pennsylvania Whistleblower Law, the Pennsylvania Equal Pay Law, the Pennsylvania Labor Anti-Injunction Act, the Pennsylvania Wage Payment and Collection Law, the Pennsylvania Minimum Wage Act, the Pennsylvania Constitution, all as amended, any other federal, state or local statute, regulation, ordinance or common law, and all claims related to or arising out of your employment or the termination of your employment with the Company. You also waive any right you may have to recover any compensation or damages in any action against any of the Released Parties brought by any governmental entity on your behalf or on behalf of any class of which you may be a member. This General Release of Claims shall not apply to (a) any claim that may arise after this Agreement is signed, (b) any claim that may not be waived by law, or (c) any claim by you to enforce this Agreement. You agree that, if you bring any action against any Released Party(ies) that is covered by this General Release of Claims, you will pay the fees and costs of such Released Party(ies) (including reasonable attorney’s fees) incurred in defending against such action. This General Release of Claims will not prevent you from filing, cooperating with, or participating in any governmental, administrative, or regulatory investigation or proceeding before the Equal Employment Opportunity Commission and comparable state agencies, the National Labor Relations Board, the Occupational Safety and Health Administration or the Securities and Exchange Commission, but you acknowledge and agree that you waive any right to, and shall not seek, accept or be entitled to, any monetary relief with respect to any claim released pursuant to this Agreement, provided, however, that you do not waive your right to receive an award from the Security and Exchange Commission’s whistleblower award program.
9. Return of Property. You acknowledge that all documents and materials relating to the business of, or the services provided by, the Company are the sole property of the Company. By signing this Agreement, you represent and warrant that, you shall (a) return to the Company all property of the Company, including (without limitation) electronic devices (including any laptop and key fob provided to you) and hard copies of documents; (b) to the extent that you have had originals of the Company’s electronic documents or files, return such originals to the Company; and (c) delete any of the Company’s documents or files from all of your personal devices (including, but not limited to, laptops, cell phones and tablets). While the Company will organize the collection and return of Company property, you agree to fully cooperate in the collection and return of the property.
10. Confidentiality. You agree to keep strictly confidential, not to make public and not to disclose to anyone in any manner the terms of this Agreement, except that you may discuss this Agreement with your immediate family, state and federal tax authorities, your attorneys, tax preparers, accountants or other professional advisers, as may be necessary to enforce this Agreement, upon court order, and/or for purposes protected and/or required by state or federal law.
11. Non-Disparagement. To the extent permitted by law, both you and the Company agree not to take any action or make any statement, written or oral, including but not limited to social media or any public medium that disparages the other party. Additionally, you agree not to take any action or make any statement, written or oral, that has the intended or foreseeable effect of harming the business or personal reputations of any of the Company’s officers, directors, principals, employees or agents. This undertaking, along with any other provision in this Agreement, shall not prevent truthful testimony under oath, truthful statements regarding unlawful employment practices, or the waiver of your right to report a violation of law to a governmental agency, or other rights protected by the National Labor Relations Act, or other rights that cannot be waived by law. Nothing in this Agreement, including the ongoing obligations discussed in Section 14, is intended to discourage you from exercising such rights.
12. Enforceability; Severability. If a court finds any term of this Agreement to be invalid or unenforceable, the parties agree that the court shall modify such term to make it enforceable to the maximum extent possible. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provisions, or any part, hereof.
13. Law Governing; Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of New York. You agree that all disputes arising under or out of this Agreement shall be brought in courts of competent jurisdiction within the State of New York and you hereby consent to jurisdiction in courts located in the State of New York with respect to all such matters.
14. Ongoing Obligations. You acknowledge and agree that you remain bound by certain post-employment obligations set forth in your Offer of Employment letter dated May 29, 2024 (the "Offer Letter"), which obligations survive the termination of your employment and this Agreement. These obligations include, without limitation: (a) protecting the Company's confidential information and intellectual property rights; (b) refraining from soliciting the Company's clients and customers for business opportunities or offering that compete with, or are similar to, the business of the Company, or employees for a period of twelve (12) months following your Separation Date. For clarity, this restriction shall not apply to client or business relationships established by you prior to your employment with the Company, provided there is no use of Company confidential information; (c) refraining from competing with the Company for a period of six (6) months following your Separation Date; and (d) returning all Company property upon separation. Nothing in this Agreement shall be construed to modify, limit, or supersede the obligations set forth in the Offer Letter, which remain in full force and effect in accordance with their terms.
15. Notice of Immunity and Protected Disclosures. As set forth in 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Furthermore, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s trade secrets to your attorney and use the trade secret information in the court proceeding if you: (i) file any document containing the trade secret under seal; and (ii) do not disclose the trade secret, except pursuant to court order. Nothing in this Agreement or the Offer Letter shall be construed to prevent disclosure of confidential information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.
16. Entire Agreement; No Representations. This Agreement constitutes the entire agreement between you and the Company concerning the terms and conditions of your separation from employment with the Company and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between you and the Company, with the exception of your ongoing obligations under the Offer Letter. You agree that the Company has not made any representations or promises to you regarding the meaning or implication of any provision of this Agreement other than as stated herein.
17. Modification and Waiver. This Agreement may be amended or modified only by a written instrument signed by you and an authorized representative of the Company. The failure of you or the Company at any time to require the performance of any provision of this Agreement shall in no manner affect the right of such party at a later time to enforce the same provision.
18. Acknowledgement and Time to Execute. You acknowledge and agree that you have been advised to consult with an attorney. You may have up to twenty-one (21) days from the date you receive this Agreement to sign it. If you sign the Agreement prior to the expiration of the twenty-one (21) day period, you did so voluntarily. You further acknowledge that you have carefully read and fully understand the terms of this Agreement, that you are entering into this Agreement knowingly and voluntarily, and that you have not relied on any statements or representations by the Company other than those contained in this Agreement. You understand that any changes to this Agreement, whether material or immaterial, do not restart the running of the twenty-one (21) day period. You have the right to revoke this Agreement within seven (7) days after you execute this Agreement. Your revocation or rescission may be sent by email to Ms. Liz Lomasney at [**]. If you revoke or rescind this Agreement (or any waiver or release within this Agreement), you will not be entitled to, and shall not receive, any consideration under this Agreement. This Agreement shall not become effective, and neither the Company nor you shall have any rights or obligations hereunder, until the eighth (8th) day after you sign and return this Agreement, and only if you have not made a revocation or rescission.
Please indicate your acceptance of this Agreement by signing and returning it to Ms. Liz Lomasney.
Sincerely,
| /s/ Chen Franco-Yehuda | ||
| Chen Franco-Yehuda | ||
| CFO, DarioHealth Corp. |
ACCEPTED AND AGREED:
| /s/ Steven Nelson | 8/20/2026 | |||
| Steven Nelson | Date |
Exhibit 10.2
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT DARIOHEALTH CORP., TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is made and entered on October 1, 2026 (the “Effective Date”), by and between DarioHealth Corp., a Delaware corporation with its principal place of business at 322 W 57th Street, #33B, New York, NY 10019 (the “Company”), and Steven Nelson, an individual having an address at [**] (the “Consultant”). Company and Consultant are referred to collectively as the “Parties” or each as a “Party”.
WHEREAS, the Company is engaged in digital services designed to help consumers manage and improve their well-being and life satisfaction (the “Company’s Business”); and
WHEREAS, the Company wishes the Consultant to render consulting services to the Company as described in this Agreement, and the Consultant is willing to provide the Company with such professional services on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:
| 1. | DUTIES |
| 1.1. | The Parties agree to coordinate the time and scope of the services or such other activities that the Consultant shall provide to the Company under this Agreement as described on Appendix A herein (the “Consulting Services”), provided, however, that the Consultant shall determine the manner of performing the Consulting Services. The Company shall determine, in its sole discretion, whether and how to use the end product resulting from the Consulting Services. |
| 1.2. | The Consultant represents that Consultant is licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Consulting Services. The Consultant shall utilize the highest professional skill, diligence, ethics and care in providing the Consulting Services. |
| 1.3. | The Consultant further represents and warrants to the Company that (i) the execution and delivery of this Agreement will not constitute a default under or conflict with any agreement or other instrument to which the Consultant is a party, including without limitation, any confidentiality or non-competition agreement, or to which the Consultant is bound and does not require the consent of any person or entity and (ii) the Consultant will not use, during the performance of the Consulting Services, any confidential or proprietary information of any third party. The Consultant shall advise the Company in the event that the Consultant becomes aware of a new restriction with respect to the Consultant’s involvement in the provision of the Consulting Services. In such event the Company shall have the right to terminate this Agreement immediately. |
| 1.4. | The Consultant further represents and warrants to the Company that the Consultant is the sole owner of all right, title and interest in all submissions made pursuant to this Agreement, consisting of any copyrightable material (the “Submissions”), including the copyrights therein, and that all Submissions are original. |
| 1.5. | The Consultant shall personally perform the Consulting Services, and shall not assign, subcontract or delegate the performance of the Consulting Services or any part thereof to any other person or entity, unless specifically approved by the Company in advance in writing. |
| 1.6. | Due to the nature of the Company’s Business and to ensure a secure digital work environment and compliance with laws and regulations, the Company may provide equipment and electronic devices, such as a laptop computer, to the Consultant for performing the Consulting Services (the “Equipment”). The Consultant hereby acknowledges that any Equipment is the sole property of the Company and must return the Equipment to the Company immediately upon the termination of this Agreement or at the Company’s request. The Consultant must fully cooperate with the Company in the return of the Equipment. |
| 2. | COMPENSATION |
| 2.1 | In consideration for the Consulting Services provided to the Company throughout the Term (as defined below), the Company will grant Consultant 30,000 shares of restricted stock of the Company. These restricted stock shares will vest on the first anniversary of the grant date, or immediately upon a Change in Control, as defined in the Company’s 2020 Equity Incentive Plan. Notwithstanding the foregoing, if the Company terminates this Agreement for any reason, 15,000 of the 30,000 restricted stock shares shall immediately vest in full as of the effective date of such termination. If the Agreement ends before the full Term, the number of restricted shares granted to the Consultant will be adjusted based on the actual duration of the Agreement. The grant of restricted stock shares is subject to approval by the Company’s Compensation Committee of the Board of Directors. The Consultant shall not be entitled to any other compensation and/or expense reimbursement of any nature. |
| 3. | REPORTS |
| 3.1. | Upon the request of the Company, the Consultant shall submit reports detailing the Consulting Services provided and a description of the work completed during each relevant period. |
| 4. | NATURE OF RELATIONSHIP |
| 4.1. | The Consultant will serve in the capacity of an independent contractor, and not as an employee of the Company, for all purposes, including, but not limited to, employee benefit programs, income tax withholding, health or other insurance, unemployment benefits, or otherwise. The Consultant shall not be entitled to benefits that may be afforded from time to time to Company employees, including without limitation, health benefits, disability benefits, vacations or holidays or payment therefor, sick leave, workers’ compensation, unemployment insurance and pension or retirement plan contributions. |
| 4.2. | The Company shall not withhold any amount from the compensation payable to the Consultant but shall issue to and file with the Internal Revenue Service a form 1099, if required, to report all compensation paid to Consultant. The Consultant shall be fully responsible for paying all federal, state and local taxes, including but not limited to income, Social Security and unemployment taxes. |
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| 4.3. | The Consultant is not an agent of the Company and shall not enter into any agreement or incur any obligations on the Company’s behalf, or commit the Company in any manner without the Company’s prior written consent. |
| 5. | TERM AND TERMINATION |
| 5.1. | The term of this Agreement will commence on the Effective Date and continue until December 31, 2027 (the “Term”), unless terminated earlier in accordance with the terms of this Agreement. |
| 5.2. | Either Party can terminate this Agreement with 30 days’ notice, with or without cause by providing the other Party at written notice. Such termination will be effective as specified in the notice, and the Consultant’s involvement with the Company shall cease accordingly. |
| 5.3. | The Company may terminate this Agreement immediately for cause, which shall include but not be limited to: (i) breach of this Agreement by the Consultant; (ii) the Consultant's failure to follow reasonable directions of the Company; or (iii) the Consultant's engagement in misconduct that injures the reputation or business of the Company. |
| 5.4. | Termination shall not relieve the Consultant of the Consultant’s continuing obligations under this Agreement, including, but not limited to, the requirements of Appendix B attached hereto. |
| 6. | INTELLECTUAL PROPERTY |
| 6.1. | The Parties acknowledge that intellectual property may result from the Consultant providing the Consulting Services under this Agreement. Any intellectual property and works of authorship developed under this Agreement will be deemed works-made-for-hire under federal copyright law, and all ownership rights will belong to the Company. If any intellectual property and works of authorship do not qualify as works-made-for-hire under federal copyright law, the Consultant hereby irrevocably grants, assigns, transfers, and conveys, or shall cause to be assigned, transferred, and conveyed to Company and its successors and assigns all rights, title, and interest of the Consultant in all intellectual property resulting from the Consulting Services provided under this Agreement. Consultant shall fully cooperate with the Company to take all necessary actions to implement this provision, including the execution of documents and filing of applications. |
| 7. | CONFIDENTIALITY, DEVELOPMENT RIGHTS AND RESTRICTIONS |
| 7.1. | Attached hereto as Appendix B are additional terms regarding confidentiality, intellectual property rights and other restrictions. These terms are incorporated into this Agreement and are fully binding on the Consultant. The terms set forth in Appendix B will remain in effect after the termination of this Agreement. |
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| 7.2. | In connection with this Agreement, there may be instances in which Consultant will be exposed to Confidential Information (as defined in Appendix B), including material non-public information concerning the Company, its employees, its representatives, its affiliates, or its securities. Consultant expressly acknowledges that federal and state securities laws prohibit any person who misappropriates material non-public information from purchasing or selling securities of the Company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Consultant further acknowledges that it is aware of the prohibition set forth in 17 CFR § 240.10b5-1 on trading securities on the basis of material non-public information, and further agrees that if it receives such material non-public information, it will at all times comply with 17 CFR § 240.10b5-1 and not trade such securities on the basis of any such material non-public information. |
| 8. | MISCELLANEOUS |
| 8.1. | Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to the principles of conflicts of law. The Parties hereby irrevocably submit to the exclusive jurisdiction of the federal and state courts located in New York City to resolve any dispute or matter arising out of or in connection with this Agreement. |
| 8.2. | Waiver. Any failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or any other provision herein and shall not prevent the Party from enforcing a subsequent breach of the provision. |
| 8.3. | Severability. If a provision of this Agreement is deemed unenforceable by a competent court due to invalidity or conflict with any law of a relevant jurisdiction, the validity of the remaining provisions shall not be affected. The rights and obligations of the Parties shall be construed and enforced as if this Agreement did not include the particular provision(s) held to be unenforceable. |
| 8.4. | Counterparts/Execution. This Agreement may be executed in counterparts, and all such counterparts when taken together shall be deemed an original and will constitute one and the same instrument. An electronic signature shall be deemed an original signature for all purposes. |
| 8.5. | Entire Agreement. This Agreement represents the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any and all prior negotiations, understandings, representations or agreements, whether written or oral. This Agreement cannot be modified, changed or amended except in writing signed by the Parties. |
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date:
| DARIOHEALTH CORP. | CONSULTANT | |||
| Signature: | /s/ Chen Franco-Yehuda | Signature: | /s/ Steven Nelson | |
| Full Name: | Chen Franco-Yehuda | Full Name: | Steven Nelson | |
| Title: | CFO | Email: | ||
| Date: | August 20, 2026 | Date: | August 20, 2026 | |
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Appendix A
CONSULTING SERVICES
The following services are the initial scope of Consulting Services, to be updated by the Parties from time to time:
| · | Monthly Executive Advisory Call. Participate in one monthly call with Erez Raphael (or his designee) to discuss business strategy, commercial priorities, market developments, and other matters where Steven’s historical knowledge of Dario may be helpful. |
| · | Industry Insights and Market Perspective. Provide periodic perspective on relevant healthcare industry trends, payer/employer developments, competitive activity, and commercial opportunities based on Steven’s experience and industry knowledge. |
| · | Strategic Introductions. From time to time, and where appropriate in Steven’s discretion, facilitate introductions or connections to industry participants, customers, partners, advisors, or other relevant contacts that may benefit Dario. |
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Appendix B
CONFIDENTIALITY, INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS
This is an Appendix B to the Consulting Agreement between the Company and the Consultant.
As further inducement to the Company’s entering into the Consulting Agreement, I agree to the following terms.
| 1. | Confidentiality |
I acknowledge that in the course of performing Consulting Services for the Company, I may (or may have) receive(d), learn(ed), be(en) exposed to, obtain(ed), or have (had) access to non-public information relating to the Company, its business, operations and activities, including without limitation commercial, financial, business or technical information, inventions, developments, processes, specifications, technology, know-how and trade secrets, information regarding marketing, operations, plans, activities, customers, suppliers, and business partners, whether written, oral, electronic or in any other media (“Confidential Information”), and hereby undertake: (a) to maintain the Confidential Information in strict confidence at all times and not to communicate, publish, allow access to, divulge or otherwise disclose or make available the Confidential Information in whole or in part, to any person or entity, directly or indirectly, and (b) not to use the Confidential Information for any purpose other than for the performance of the Consultant Services. I recognize that the Company may receive confidential or proprietary information from third parties, subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. In connection with such duties, such third party information shall be deemed Confidential Information hereunder.
Upon the earlier of the Company’s request or the termination of the Consulting Agreement, I shall return to the Company any and all documents and other tangible materials containing Confidential Information, and shall erase or destroy any computer or data files in my possession containing such Confidential Information, such that no copies or samples of Confidential Information shall remain with me.
All Confidential Information made available to, received by, or generated by me shall remain the property of the Company, and no license or other rights in or to the Confidential Information is granted hereby. All files, records, documents, drawings, specifications, equipment, notebooks, notes, memoranda, diagrams, blueprints, bulletins, formulas, reports, analyses, computer programs, and other data of any kind relating to the business of the Company, whether prepared by me or otherwise coming or having come into my possession, and whether or not marked or classified as Confidential Information, shall remain the exclusive property of the Company.
| 2. | Development Rights |
I acknowledge that all inventions, developments, improvements, mask works, trade secrets, modifications, discoveries, concepts, ideas, techniques, methods, know-how, designs, and proprietary information, whether or not patentable or otherwise protectable, which are or have been invented, made, developed, discovered, conceived or created, in whole or in part, by me, independently, or jointly with others, (a) related to the Company’s Business or research and development and are invented, made, developed, discovered or conceived during the term of the Consulting Agreement, (b) within the framework of the Consulting Agreement, or as a result of my relationship with the Company, or (c) with the use of any Company’s equipment, supplies, facilities, or proprietary information, shall be the sole and exclusive property of the Company (all of the above: the “IP Rights”). I shall have no rights, claims or interest whatsoever in or with respect to the IP Rights. I hereby irrevocably and unconditionally assign to the Company any and all rights and interests in the IP Rights.
7-9
I undertake to take all necessary measures and to fully cooperate with the Company, during and after the term of the Consulting Agreement, in order to perfect, enforce, and/or defend the IP Rights, as described above, and effectuate the Company’s title and interest therein, including without limitation as follows: (a) to promptly disclose to the Company any and all IP Rights; (b) to keep accurate records relating to the conception and reduction to practice of all IP Rights, which records shall be the sole and exclusive property of the Company and shall be surrendered to the possession of the Company, immediately upon their creation; and (c) to provide the Company with all information, documentation, and assistance, including the preparation or execution, as applicable, of documents, declarations, assignments, drawings and other data, all such information, documentation, and assistance to be provided at no additional expense to the Company, except for out-of-pocket expenses incurred by me at the Company’s request or with the Company’s prior written consent. For the removal of any doubt, I shall not be entitled to any additional compensation for fulfilling my duties hereunder.
| 3. | Assignment of Copyrights |
I hereby grant, transfer, assign, and otherwise convey to the Company, irrevocably and without reservation or limitation of any kind, the entire right, title, interest and ownership in the Submissions, including without limitation all registered and unregistered copyrights, and all subsidiary and derivative rights of every kind and character, in and to the Submissions throughout the world, for the full term of copyright and any renewals and extensions thereof that are or may be secured under the laws of the United States and all foreign countries, now or hereinafter in effect, including without limitation (a) the right to claim copyright and to obtain copyright registrations in the sole name of the Company under the laws of the United States and all foreign jurisdictions throughout the world, and (b) the right to bring actions for any and all past infringements of any of the copyrights in the Submissions which occurred from the time of creation of the Submissions through the date on which this instrument is executed, and the right to receive and retain the proceeds relating to such infringements.
I hereby expressly waive any and all rights arising under 17 U.S.C. § 106A, and any other provision of U.S. federal law or the law of any state, or under the law of any other country, that conveys rights of the same nature as those conveyed under 17 U.S.C. § 106A, or any other type of moral right in the Submissions.
| 4. | Non-Solicitation and Non-Intervention |
I agree that, so long as I am engaged with the Company as consultant, or advisor of Company and for a period of twelve (12) months thereafter, I shall not solicit for employment, directly or indirectly, any of Company’s' employees, current or previous, for engagement in a business that is competitive with the Company’s Business.
8-9
So long as I am engaged with the Company as consultant, or advisor of Company and at all times thereafter, I will not make any statement that is professionally or personally disparaging about, or adverse to, the interests of the Company, including, but not limited to, any statement that disparages any product, service, financing, financial condition, capability or other aspect of the business of the Company.
I hereby acknowledge that the provisions of this Section are reasonable to legitimately protect the Company’s Confidential Information, IP Rights and property (including intellectual property and goodwill) to which I, in my position in the Company, have been and will continue to be exposed, and that my compensation under the Consulting Agreement incorporates special consideration with respect to this non-competition undertaking.
| 5. | General |
I understand and agree that monetary damages would not constitute a sufficient remedy for any breach or default of the obligations contained in this Appendix B, and that the Company shall be entitled, without derogating from any other remedies, to seek injunctive or other equitable relief to remedy or forestall any such breach or default or threatened breach.
In the event that the extent or duration of any obligation hereunder exceeds or extends the duration allowed by law, such obligation shall be deemed to be the maximum extent or duration allowed by law.
The provisions of this Appendix B shall survive the termination of the Consulting Agreement.
IN WITNESS WHEREOF, I have executed this Appendix B on the Effective Date.
| CONSULTANT |
| Signature: | /s/ Steven Nelson | |
| Full Name: | Steven Nelson | |
| Date: | 8/20/2026 |