Securities Registration: Employee Benefit Plan (s-8)
December 16 2019 - 3:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 16, 2019
Registration No. 333-
United
States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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.)
|
8 HaTokhen Street, Caesarea Industrial Park,
Israel
(Address of Principal Executive Offices)
DarioHealth Corp.
Amended and Restated 2012 Equity Incentive
Plan
(Full title of the plan)
Mr. Erez Raphael
Chief Executive Officer
DarioHealth Corp.
8 HaTokhen Street
Caesarea Industrial Park
3088900, Israel
(Name, Address and Telephone Number of Agent
For Service)
Copies to:
Oded Har-Even, Esq.
Ron Ben-Bassat, Esq.
Zysman, Aharoni, Gayer and
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Telephone: (212) 660-3000
Facsimile: (212) 660-3001
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 the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
|
Amount to be
registered (1)(2)
|
Proposed maximum
offering price per share
|
Proposed maximum
aggregate offering price
|
Amount of
registration fee (3)
|
Shares of common stock, $0.0001 par value per share
|
225,000
|
$6.35
|
$1,428,750
|
$185.45
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.
|
|
|
(2)
|
Unless otherwise noted, all share amounts reflected in this Registration Statement on Form S-8 reflect amounts on a post-reverse stock split basis, after giving effect to the one-for-twenty (1:20) reverse stock split approved by the Board of Directors and stockholders of DarioHealth Corp. (the “Company”) that became effective November 18, 2019 (the “Split”).
|
(3)
|
The fee is based on the number of shares of common stock which may be issued under the plan this registration statement relates to and is estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sales price of the Company’s common stock as reported on the Nasdaq Capital Market on December 13, 2019.
|
Explanatory
note
This Registration Statement on Form S-8
relates to 225,000 (on a post-Split basis, or 4,500,000 shares on a pre-Split basis) shares of the Company’s common stock
to be issued in the future pursuant to the Company’s Amended and Restated 2012 Equity Incentive Plan, as amended (the “Plan”),
which are in addition to the 393,650 (on a post-Split basis, or 7,873,000 shares on a pre-Split basis) shares of common stock under
the Plan registered on the Company’s Form S-8 filed on May 17, 2016, on January 31, 2017, on May 24, 2017, on December 11,
2017, on May 21, 2018 and on December 3, 2018 (File Nos. 333-211417, 333-215829, 333-218208, 333-221985, 333-225176 and 333-228654
respectively) (together, the “Prior Registration Statement”).
This Registration Statement relates to securities
of the same class as those to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction
E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the content of the Prior
Registration Statement is incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3.
|
Incorporation of Documents by Reference.
|
The following documents, which have been
filed by the Company with the Commission are incorporated by reference in and made a part of this registration statement, as of
their respective dates:
|
(a)
|
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Commission on March 25, 2019;
|
|
(b)
|
The Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019, and September 30, 2019, as filed with the Commission on May 13, 2019, August 13, 2019, and October 28, 2019, respectively;
|
|
(c)
|
The Company’s Current Reports on Form 8-K, as filed with the Commission on May 21, 2019, May 22, 2019, July 2, 2019, July 9, 2019, November 6, 2019, November 15, 2019, December 3, 2019 and December 6, 2019, and the Company’s Current Report on Form 8-K/A filed with the Commission on December 3, 2019; and
|
|
(d)
|
The description of the Company’s common stock contained in its Registration Statement on Form 8-A filed with the Commission on February 25, 2016, including any amendments and reports filed for the purpose of updating such description.
|
All documents subsequently filed by us with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from
the date of filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated
by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits.
|
4.1
|
Composite Copy of Certificate of Incorporation, as amended as of July 28, 2016, of the Registrant (Incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2016).
|
|
|
|
|
4.2
|
Bylaws of the registrant (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-186054), filed with the Commission on January 16, 2013).
|
|
|
|
|
4.3
|
Amendment No. 1 to the registrant’s bylaws (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on November 29, 2018).
|
|
|
|
|
5.1*
|
Opinion of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP.
|
|
|
|
|
23.1*
|
Consent of Kost Forer Gabbay & Kasierer, A Member of Ernst & Young Global.
|
|
|
|
|
23.2*
|
Consent of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP (contained in Exhibit 5.1).
|
|
|
|
|
24.1*
|
Power of Attorney (included on signature page)
|
|
|
|
|
99.1
|
The registrant’s Amended and Restated 2012 Equity Incentive Plan (Incorporated by reference to Annex A to the Company’s Proxy Statement on Schedule 14A filed with the Commission on October 19, 2016).
|
|
|
|
|
99.2
|
The registrant’s First Amendment to the Amended and Restated 2012 Equity Incentive Plan (Incorporated by reference to Exhibit D to the Company’s Proxy Statement on Schedule 14A filed with the Commission on February 13, 2017).
|
|
|
|
|
99.3
|
The registrant’s Amendment to the Amended and Restated 2012 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 5, 2017).
|
|
|
|
|
99.4
|
The registrant’s Amendment to the Amended and Restated 2012 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 21, 2018).
|
|
|
|
|
99.5
|
The registrant’s Amendment to the Amended and Restated 2012 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 29, 2018).
|
|
|
|
|
99.6
|
The registrant’s Amendment to the Amended and Restated 2012 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 6, 2019).
|
|
|
|
|
99.7*
|
Reverse Stock Split Disclosure
|
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-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Caesarea, Israel, on the 16th day of December, 2019.
|
DARIOHEALTH CORP.
|
|
|
|
|
|
|
By:
|
/s/ Erez Raphael
|
|
|
|
Name: Erez Raphael
|
|
|
|
Title: Chief Executive Officer
|
|
power
of attorney and signatures
We, the undersigned officers and directors
of DarioHealth Corp., hereby severally constitute and appoint Erez Raphael and Zvi Ben David, and each of them individually, our
true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements,
including any post-effective amendments, to this registration statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power
and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments
to this registration statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities
Act, this registration statement on Form S-8 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
|
|
December 16, 2019
|
Erez Raphael
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Zvi Ben David
|
|
Chief Financial Officer, Secretary and Treasurer
|
|
December 16, 2019
|
Zvi Ben David
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Yoav Shaked
|
|
Chairman of the Board of Directors
|
|
December 16, 2019
|
Yoav Shaked
|
|
|
|
|
|
|
|
|
|
/s/ Yalon Farhi
|
|
Director
|
|
December 16, 2019
|
Yalon Farhi
|
|
|
|
|
|
|
|
|
|
/s/ Allen Kamer
|
|
Director
|
|
December 16, 2019
|
Allen Kamer
|
|
|
|
|
|
|
|
|
|
/s/ Hila Karah
|
|
Director
|
|
December 16, 2019
|
Hila Karah
|
|
|
|
|
|
|
|
|
|
/s/ Dennis M. McGrath
|
|
Director
|
|
December 16, 2019
|
Dennis M. McGrath
|
|
|
|
|
|
|
|
|
|
/s/ Glen Moller
|
|
Director
|
|
December 16, 2019
|
Glen Moller
|
|
|
|
|
|
|
|
|
|
/s/ Richard B. Stone
|
|
Director
|
|
December 16, 2019
|
Richard B. Stone
|
|
|
|
|
DarioHealth (NASDAQ:DRIO)
Historical Stock Chart
From Apr 2024 to May 2024
DarioHealth (NASDAQ:DRIO)
Historical Stock Chart
From May 2023 to May 2024