---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-093431"
form_type: "8-K"
ticker: "DRIO"
cik: "0001533998"
company_name: "DarioHealth Corp."
filed_at: "2025-09-25T23:59:59+00:00"
generated_at: "2026-05-17T05:39:48.868873+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# DarioHealth launches strategic review, raises $17.5M via private placement

## Summary
- Board formed Special Committee, engaged Perella Weinberg as advisor to explore sale, merger, or standalone.
- Raised $17.5M gross via private placement of 1.15M shares and 1.56M pre-funded warrants at $6.45/share.
- Series C-1 Preferred mandatory conversion accelerated; holders receive common stock or pre-funded warrants plus dividends.
- Offering closed September 23, 2025; net proceeds for general corporate purposes.
- Strategic review follows multiple unsolicited inbound inquiries from interested parties.

## SEC filing metadata
- accession: 0001104659-25-093431
- form_type: 8-K
- ticker: DRIO
- cik: 0001533998
- company_name: DarioHealth Corp.
- filed_at: 2025-09-25T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1533998/000110465925093431/0001104659-25-093431-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1533998/000110465925093431/tm2526967d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-093431
- JSON: https://secwatch.observer/filing/0001104659-25-093431.json
- Plain text: https://secwatch.observer/filing/0001104659-25-093431.txt

## Key facts
- Equity Issuances
  DarioHealth Corp. issued 2,713,180 shares of common stock of common stock to purchasers in a private placement for $6.45 per share.
  - Security: common stock
  - Shares: 2,713,180 shares of common stock
  - Purchaser: purchasers in a private placement
  - Consideration: $6.45 per share
  source text: health market, today announced a private placement for the purchase and sale of 2,713,180 shares of common stock (or common stock equivalents in lieu thereof) at a price of $6.45 per share for expected aggregate gross proceeds of approximately $ 17.5 million, before deducting offering expenses. The closing of the offering is expected to occur on or about
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533998/000110465925093431/0001104659-25-093431-index.htm
- Governance Changes
  DarioHealth Corp.: Amended Series C-1 Certificate of Designation to accelerate mandatory conversion period (effective 2025-09-25).
  - Change: charter amendment
  - Effective: 2025-09-25
  source text: On September 25, 2025, 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 C-1 Preferred Stock (the “Series C-1 Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series C-1 Certificate of Designation was amended to accelerate the mandatory conversion period of all outstanding shares of such series into shares of the Company’s common stock, or at each holder’s election in pre-funded warrants, effective as of September 25, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1533998/000110465925093431/0001104659-25-093431-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.