CAESAREA, Israel, August 17, 2017 /PRNewswire/ -- DarioHealth Corp. (NASDAQ: DRIO), a leading global digital health Company with mobile health and big data solutions, announced today that it has signed securities purchase agreements with domestic and non-U.S. investors for the sale of shares of the Company's common stock and shares of the Company's newly designated Series B Convertible Preferred Stock in concurrent private placement offerings. The Company expects to conduct a closing with respect to the offerings on or before August 22, 2017. Current shareholders have executed securities purchase agreements accounting for 54% of the securities to be sold in the offerings.
As a part of these private placement transactions, which totals $4.28 million in the aggregate before expenses and placement agent fees, the Company will issue 483,333 shares of common stock at a price per share of $1.80 and 1,894,446 shares of Series B Convertible Preferred Stock at a price per share of $1.80. The Series B Preferred Stock is convertible into shares of the Company's common stock at a 1:1 ratio and provides for a 6% dividend payable upon the conversion of the preferred shares. The holders of the Series B Preferred Stock will not be entitled to convert such preferred stock into shares of the Company's common stock until the Company obtains stockholder approval for such issuance. The Company has agreed to file a registration statement covering the resale of the shares of common stock sold in the offering, the shares of common stock underlying the Series B Convertible Preferred Stock and the shares of common stock issuable upon the payment of the dividend, within 60 days of closing.
The private placement was managed by the Company with the assistance of Aegis Capital Corp., which acted as the placement agent for a portion of the offerings.
The securities described herein have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About DarioHealth Corp.
DarioHealth Corp. is a leading global digital health company serving tens of thousands of users with dynamic mobile health solutions. We believe people deserve the best tools to manage their treatment, and harnessing big data, we have developed a unique way for our users to analyze and personalize their diabetes management. With our smart diabetes solution, users have direct access to track and monitor all facets of diabetes, without having the disease slow them down. The acclaimed Dario™ Blood Glucose Monitoring System all-in-one blood glucose meter and native smartphone app gives users an unrivaled method for self-diabetes management. DarioHealth is headquartered in Caesarea, Israel with a regional office in Burlington, Massachusetts. For more information, visit http://mydario.investorroom.com/.
Cautionary Note Regarding Forward-Looking Statements
This news release and the statements of representatives and partners of DarioHealth Corp. (the "Company") related thereto contain or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "plan," "project," "potential," "seek," "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue" are intended to identify forward-looking statements. For example, forward-looking statements are used in this press release when the Company discusses the proposed timing of the closing of the offerings. Readers are cautioned that certain important factors may affect the Company's actual results and could cause such results to differ materially from any forward-looking statements that may be made in this news release. Factors that may affect the Company's results include, but are not limited to, regulatory approvals, product demand, market acceptance, impact of competitive products and prices, product development, commercialization or technological difficulties, the success or failure of negotiations and trade, legal, social and economic risks, and the risks associated with the adequacy of existing cash resources. Additional factors that could cause or contribute to differences between the Company's actual results and forward-looking statements include, but are not limited to, those risks discussed in the Company's filings with the U.S. Securities and Exchange Commission. Readers are cautioned that actual results (including, without limitation, the timing for and results of the Company's commercial and regulatory plans for Dario™) may differ significantly from those set forth in the forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
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SOURCE DarioHealth Corp.
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