DarioHealth Corp. Announces $23.5M Registered Direct Offering

What Happened
On July 22, 2026, DarioHealth Corp. announced it entered a Securities Purchase Agreement to sell 2,437,060 shares of common stock and pre-funded warrants to purchase 1,017,499 shares in a registered direct offering priced at-the-market under Nasdaq rules, for aggregate gross proceeds of approximately $23.5 million (before expenses). The Offering is expected to close on or about July 23, 2026. Board member Dennis Matheis agreed separately to buy 14,430 shares at $6.93 per share. The pre-funded warrants are immediately exercisable but include ownership limits (default 4.99%, or 9.99% if elected) and other exercise restrictions described in the agreement.

Key Details

• Offering size and price: 2,437,060 common shares at $6.80 each and 1,017,499 pre-funded warrants at $6.7999 each; gross proceeds ≈ $23.5M.
• Closing timing and registration: Offering made under Form S-3 (Reg. No. 333-294454) declared effective March 27, 2026; prospectus supplement dated July 22, 2026; expected close ~July 23, 2026.
• Placement agent terms: A.G.P./Alliance Global Partners acting as sole placement agent; cash fee of 6.0% of aggregate gross proceeds (1.0% for certain investors by agreement) and reimbursement of placement agent expenses up to $60,000.
• Transfer and exercise limits: Pre-funded warrants include exercise limits to prevent a holder (and its group) from beneficially owning more than 4.99% (or, if elected, 9.99%) post-exercise, with ability to change the elected threshold with 61 days’ notice; additional 9.99% ownership limitation applies without shareholder approval.

Why It Matters
This filing shows DarioHealth is raising equity capital that will increase the company’s outstanding securities and could lead to dilution when pre-funded warrants are exercised. The size of the raise (~$23.5M) and the placement-agent fees/costs are material to net proceeds. The 30-day restricted period limits the company from issuing most additional equity immediately after the Offering (though sales under its existing at‑the‑market facility remain allowed). Investors should note the exercise restrictions on the pre-funded warrants and that a board member participated in the Offering. Exhibits to the 8-K include the purchase and placement agreements, the form of pre-funded warrant, and counsel’s opinion.