{"url_path":"/sec/drio/8-k/2026-07-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1533998/0001104659-26-085900-index.html","accession_number":"0001104659-26-085900","cik":"0001533998","ticker":"DRIO","issuer_name":"DarioHealth Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1533998/0001104659-26-085900-index.html","primary_entity_key":"0001533998","primary_entity_name":"DarioHealth Corp."},"word_count":844,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry into a Material Definitive Agreement.**\n\n \n\nOn July 22, 2026, DarioHealth Corp. (the “Company”) entered\ninto a Securities Purchase Agreement (the “Purchase Agreement”) with institutional investors, pursuant to which the Company\nagreed to issue and sell to the investors in a registered direct offering priced at-the-market under Nasdaq rules (the “Offering”)\nan aggregate of 2,437,060 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common\nStock”), and pre-funded warrants to purchase an aggregate of 1,017,499 shares of Common Stock (the “Pre-Funded Warrants”).\nEach Share is being sold at an offering price of $6.80 per share, and each Pre-Funded Warrant is being sold at an offering price of $6.7999,\nfor aggregate gross proceeds of approximately $23.5 million before deducting the Offering expenses. In addition, Dennis Matheis, a member\nof the Company’s Board of Directors, entered into a Purchase Agreement to purchase 14,430 shares of Common Stock at a purchase price\nof $6.93 per share. The Offering is expected to close on or about July 23, 2026, subject to satisfaction of customary closing conditions. \n\n \n\nThe Pre-Funded Warrants are\nexercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together\nwith any group that the holder is a member, would beneficially own more than 4.99% (or, at the election of the purchaser, 9.99%) of the\nnumber of shares of common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may terminate,\nincrease or decrease this percentage by providing at least 61 days’ prior notice to the Company. A holder of Pre-Funded Warrant\nis also subject to a limitation on exercise of the Pre-Funded Warrant if such exercise would result in such holder, together with any\ngroup that the holder is a member, beneficially owning more 9.99% of the number of shares of common stock outstanding immediately before\ngiving effect to such exercise, unless shareholder approval is obtained.\n\n \n\nThe Company agreed that, subject\nto certain exceptions, that for a period of thirty (30) days after the closing of the Offering (the “Restricted Period”) (i) the\nCompany will not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock\nor common stock equivalents or (ii) file any registration statement or amendment or supplement thereto, other than the final prospectus\nsupplement relating to this offering or a registration statement on Form S-8 in connection with any employee benefit plan (including\nthe Company’s Employee Stock Purchase Plan). Notwithstanding the foregoing, during the Restricted Period, the Company is permitted\nto make sales under its existing At-The-Market facility.\n\n \n\nOn July 22, 2026, the Company entered into a placement agent agreement\n(the “Placement Agent Agreement”) with A.G.P./Alliance Global Partners, as sole placement agent (the “Placement Agent”),\npursuant to which the Company engaged the Placement Agent as the exclusive placement agent in connection with the Offering. Pursuant to\nthe Placement Agent Agreement, the Company will pay the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds raised\nfrom the sale of the securities sold in the Offering, with the exception of a 1.0% cash fee for aggregate gross proceeds of the sale of\nsecurities raised from certain investors of which the Placement Agent and the Company mutually agreed upon. The Company also agreed to\nreimburse the Placement Agent at closing for legal and other expenses incurred by them in connection with the offering in an aggregate\namount up to $60,000. The Placement Agent Agreement also contains representations, warranties, indemnification and other provisions customary\nfor transactions of this nature. \n\n \n\nThe Offering is being made\npursuant to a Registration Statement (No. 333-294454) on Form S-3, which was declared effective by the Commission on March 27, 2026, as\nsupplemented by a prospectus supplement dated July 22, 2026.\n\n \n\nThe representations, warranties\nand covenants contained in the Securities Purchase Agreement were made solely for the benefit of the parties to the Securities Purchase\nAgreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is\nincorporated herein by reference only to provide investors with information regarding the terms of the Securities Purchase Agreement,\nand not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction\nwith the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission\n\n** **\n\n \n\n \n\n \n\nThe foregoing description of the Securities Purchase Agreement, the\nPlacment Agency Agreement, and Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to the\nfull text of the form of Securities Purchase Agreement, the Placment Agency Agreement and Pre-Funded Warrants, which are filed as Exhibits\n10.1, 10.2 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. A copy of the opinion of Sullivan\n& Worcester LLP, relating to the validity of the securities in connection with the Offering, is filed with this Current Report on\nForm 8-K as Exhibit 5.1."}