DarioHealth accelerates mandatory conversion of Series C & D preferred stock into common stock

DarioHealth Corp.

Effective Sept 18, 2025: all outstanding Series C, C-2, D, D-1, D-2, D-3 preferred convert to common stock or pre-funded warrants at holder's election.
Series A-1 certificate amended to give holders option to receive pre-funded warrants instead of common stock on conversion.
Each holder also receives all accrued unpaid dividends, including PIK shares, subject to beneficial ownership blockers.
Amendments approved by majority of preferred holders and Board; no new securities issued or sold.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DarioHealth Corp.: Amended and restated certificates of designation for Series A-1, Series C, C-2, D, D-1, D-2, and D-3 preferred stock to accelerate mandatory conversion period and provide option for pre-funded warrants (effective 2025-09-18).

Change: charter amendment
Effective: 2025-09-18

Exact text from the filing

On September 18, 2025, DarioHealth Corp. (the “Company”), upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock and the approval of the Company’s Board of Directors, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series A-1 Preferred Stock (the “Series A-1 Certificate of Designation”), an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C Preferred Stock (the “Series C Certificate of Designation”), an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C-2 Preferred Stock (the “Series C-2 Certificate of Designation”, collectively with the Series C Certificate of Designation, the “Series C Certificates of Designation”), an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series D Preferred Stock (the “Series

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Source: SEC EDGAR

accession 0001104659-25-091718

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