Business Context and Reporting Period
This Form 8-K filing by DarioHealth Corp. reports corporate governance changes effective February 28, 2017. The report details the appointment of two new directors to the Board of Directors to fill vacancies, a move tied to a private placement offering that commenced on January 9, 2017.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. However, it discloses specific transaction details related to a recent capital raise:
- Investment Amount: Approximately $2,500,000 aggregate purchase price.
- Investor: OurCrowd Qure (lead investor).
- Securities Issued: 892,858 shares of common stock and warrants to purchase 892,858 shares.
- Warrant Terms: Exercise price of $3.50 per share; exercisable after six months; expire on the 5-year anniversary.
Material Changes
The primary material change is the expansion of the Board of Directors and the reconstitution of the Nominating and Corporate Governance Committee:
- New Appointments: Yossi Bahagon and Allen Kamer were appointed as directors effective immediately.
- Committee Restructuring: The Nominating and Corporate Governance Committee now consists of Richard B. Stone (Chairman), Rami Yehudiha, Allen Kamer, and Yossi Bahagon.
- Contractual Obligation: The appointments fulfill a right granted to OurCrowd under the Securities Purchase Agreement to nominate two individuals to the Board.
Outlook, Risks, and Management Commentary
The filing contains no forward-looking guidance, financial outlook, or discussion of risks and contingencies. Management commentary is limited to the biographical backgrounds of the new directors, highlighting their expertise in digital health, medical informatics, and commercialization of health analytics:
- Yossi Bahagon: Managing Partner at OurCrowd; former CEO of Luminox Health Ltd.; former manager of the digital health wing at Clalit Health Services (Israel's largest HMO).
- Allen Kamer: Managing Partner at OurCrowd; former Chief Commercial Officer at Optum Analytics (UnitedHealth Group); co-founder of Humedica Inc. (acquired by UnitedHealth).
Investor Verification Checklist
- Verify the closing status and final terms of the $2.5 million private placement with OurCrowd Qure.
- Confirm the filing of the registration statement for the common stock and warrants within the required 60-day window post-closing.
- Review the updated Board composition and the specific voting rights or influence of the OurCrowd designees.
- Check for any subsequent filings regarding the company's liquidity position following this capital raise.