DarioHealth Corp. 8-K

What Happened
DarioHealth Corp. (DRIO) filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 2, 2026, after stockholder approval at its annual meeting on January 29, 2026. The amendment expressly authorizes the Company’s Board of Directors to alter and repeal the Company’s bylaws, while preserving the power of the Company’s stockholders to alter or repeal the bylaws.

Key Details

• Amendment filed: Amended and Restated Certificate of Incorporation filed February 2, 2026.
• Stockholder approval: Approved at the annual meeting of stockholders on January 29, 2026.
• Governance change: Board now expressly authorized to alter or repeal bylaws; stockholders retain their power to alter or repeal bylaws.
• Filing disclosure: The Amended Charter is included as Exhibit 3.1 to the Form 8-K.

Why It Matters
This is a corporate governance change disclosed in an 8-K (Item 5.03). For investors, it means the board has clearer, explicit authority to modify the company’s bylaws without waiting for a shareholder vote, though shareholders still retain their override power. That can allow the board to respond more quickly to governance or administrative needs; it does not change who ultimately controls bylaws authority under the charter as approved by stockholders.