UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 1825, 2025

DARIOHEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-37704		45-2973162
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

322 W 57th St., #33B, New York, New York 10019

(Address of Principal Executive Offices)

972- 4-770-6377

(Issuer’s telephone number)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.0001 per share		DRIO		The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 31.0301 ~~Material~~Entry ~~Modification~~into toa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

~~The~~On September 22, 2025, DarioHealth Corp. (the ~~disclosure~~“Company”) ~~set~~entered ~~forth~~into insecurities ~~Item~~purchase 5agreements (each, a “Purchase Agreement”) with accredited investors relating to an offering (the “Offering”) and the sale of an aggregate of 1,154,420 shares of common stock (the “Shares”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,558,760 shares of common stock (the “Pre-Funded Warrant Shares”), at a purchase price of $6.0345 ~~below~~per isshare ~~hereby~~and ~~incorporated~~$6.45 ~~herein~~per bypre-funded ~~reference~~warrant. The closing of the Offering completed on September 23, 2025.

~~Item~~The 5pre-funded warrants are exercisable immediately upon issuance and remain exercisable until exercised in full.03 ~~Amendments~~The Purchase Agreements contain representations and warranties that the parties made to ~~Articles~~the others in the context of ~~Incorporation~~all orof ~~Bylaws;~~the ~~Change~~terms and conditions of that agreement and in ~~Fiscal~~the ~~Year~~context of the specific relationship between the parties. In addition, pursuant to the terms of the Purchase Agreements, the Company has agreed to file a registration statement to register the Shares and the Pre-Funded Warrant Shares within 30 days following the closing date. The provisions of such agreements, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to that agreement. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the U.S. Securities and Exchange Commission.

OnThe ~~September 18,~~securities ~~2025, DarioHealth~~to ~~Corp.~~be ~~(the~~issued ~~“Company”),~~in ~~upon obtaining~~ the ~~vote~~Offering ~~of a majority of the holders of the relevant classes of preferred~~are ~~stock~~exempt ~~and~~from the ~~approval~~registration ofrequirements ~~the Company’s Board~~ of ~~Directors, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of~~ the ~~Company’s~~Securities ~~Series A-1~~Act ~~Preferred~~pursuant ~~Stock~~to ~~(the~~Section ~~“Series A-1 Certificate of Designation”~~4(a)~~, an~~(2) ~~Amended and Restated Certificate~~ of ~~Designation~~the ofSecurities ~~Preferences,~~Act ~~Rights~~ and/or ~~Limitations~~Rule ~~of the Company’s Series C Preferred Stock~~ 506(~~the “Series C Certificate of Designation”~~b), ~~an Amended and Restated Certificate~~ of ~~Designation of Preferences,~~ ~~Rights~~Regulation ~~and~~D ~~Limitations~~promulgated ofthereunder. ~~the~~The ~~Company’s~~securities ~~Series C-2~~have ~~Preferred~~not ~~Stock~~been ~~(the~~registered ~~“Series C-2~~under ~~Certificate of Designation”, collectively with~~ the ~~Series C~~Securities ~~Certificate~~Act ~~of Designation, the “Series C Certificates of Designation”), an Amended~~ and ~~Restated~~may ~~Certificate~~not ofbe ~~Designation~~resold ofin ~~Preferences, Rights and Limitations of~~ the ~~Company’s Series D Preferred Stock (the~~United ~~“Series D~~States ~~Certificate~~absent ofregistration ~~Designation”),~~or an ~~Amended~~exemption ~~and~~from ~~Restated~~registration. ~~Certificate~~This ofCurrent ~~Designation~~Report ofon ~~Preferences,~~Form ~~Rights and Limitations of the Company’s Series D~~8-1K ~~Preferred~~shall ~~Stock~~not ~~(the~~constitute ~~“Series D-1 Certificate of Designation”),~~ an ~~Amended~~ ~~and~~offer ~~Restated~~to ~~Certificate~~sell ~~of Designation of Preferences, Rights and Limitations of the Company’s Series D-2 Preferred~~or ~~Stock (~~the ~~“Series D-2~~solicitation ~~Certificate~~ of ~~Designation”) and~~ an ~~Amended~~offer ~~and~~to ~~Restated~~buy ~~Certificate~~nor ofshall ~~Designation~~there ofbe ~~Preferences, Rights~~any ~~and~~sale ~~Limitations~~ of ~~the~~these ~~Company’s~~securities ~~Series D-3~~in ~~Preferred~~any ~~Stock~~state ~~(the~~or ~~“Series D-3~~jurisdiction ~~Certificate~~in ofwhich ~~Designation”~~such offer, ~~collectively~~solicitation ~~with~~or ~~the~~sale ~~Series D~~would ~~Certificate~~be ofunlawful ~~Designation,~~prior ~~the~~to ~~Series D-1~~registration ~~Certificate~~or ofqualification ~~Designation~~under ~~and~~ the ~~Series D-2 Certificate~~securities oflaws ~~Designation, the “Series D Certificates~~ of ~~Designation”),~~any ~~all~~such ~~with~~state ~~the~~or ~~Secretary of State of the State of Delaware~~jurisdiction.

The ~~Series C~~forgoing ~~Certificates of~~description ~~Designation and Series D Certificates~~ of ~~Designation~~the ~~were~~Pre-Funded ~~amended~~Warrant and ~~to accelerate~~ the ~~mandatory~~Purchase ~~conversion~~Agreement ~~period~~are ofqualified ~~all~~by ~~outstanding shares~~reference ofto ~~each~~the ~~such~~full ~~series~~text ~~into shares~~ of ~~the~~these ~~Company’s common stock~~documents, orcopies atof ~~each~~which ~~holder’s~~are ~~election~~filed ~~in pre-funded warrants, effective~~ as ofExhibit ~~September 18, 2025~~4.1 ~~The Series A-~~and 10.1, ~~Certificate~~respectively, ~~of Designation was amended~~ to ~~provide~~this ~~holders~~Current ~~with~~Report ~~the~~on ~~option to~~Form ~~receive pre~~8-~~funded warrants in lieu of common stock~~K.

InItem ~~connection~~3.02 ~~with~~Unregistered ~~such mandatory~~Sales ~~conversion, each holder~~ of ~~preferred~~Equity stock will also receive all accrued and unpaid dividends, including any dividend shares or payment-in-kind shares, in addition to the conversion shares issuable upon conversion, subject to certain beneficial ownership blockersSecurities.

The ~~filings of the~~response ~~Series A-1~~to ~~Certificate~~this ofitem ~~Designation,~~is ~~the~~included ~~Series C~~in ~~Certificates of Designation and the Series~~Item D1.01, ~~Certificates~~Entry ~~of Designation~~into ~~were~~a ~~intended~~Material toDefinitive ~~amend and restate the terms mentioned above~~Agreement, and nois ~~additional~~incorporated ~~securities~~herein ~~were~~in ~~issued~~its ~~or sold as a result~~entirety.

~~The~~Item ~~foregoing~~5.03 ~~description of~~Amendments ~~the~~to ~~Company’s~~Articles ~~Series A-1 Certificate~~ of ~~Designation,~~Incorporation ~~Series C~~or ~~Certificate~~Bylaws; ofChange Designation, Series C-2 Certificate of Designation, Series D Certificate of Designation, Series D-1 Certificate of Designation, Series D-2 Certificate of Designation, and Series D-3 Certificate of Designation are qualified in ~~their~~Fiscal ~~entirety by reference to the full text of such documents, copies of which are filed as Exhibits 3~~Year.~~1, 3.2, 3.3, 3.4, 3.5, 3.6, and 3.7 to this Current Report on Form 8-K, respectively.~~

~~Item~~On ~~9.01~~September 25, ~~Financial~~2025, ~~Statements~~the Company, upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock and ~~Exhibits~~the approval of the Company’s Board of Directors, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C-1 Preferred Stock (the “Series C-1 Certificate of Designation”) with the Secretary of State of the State of Delaware.

~~(d)~~The Series ~~Exhibits~~C-1 Certificate of Designation was amended to accelerate the mandatory conversion period of all outstanding shares of such series into shares of the Company’s common stock, or at each holder’s election in pre-funded warrants, effective as of September 25, 2025.

3.1	Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock of DarioHealth Corp.
3.2	Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock of DarioHealth Corp.
3.3	Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C-2 Preferred Stock of DarioHealth Corp.
3.4	Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock of DarioHealth Corp.
3.5	Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Preferred Stock of DarioHealth Corp.
3.6	Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series D-2 Preferred Stock of DarioHealth Corp.
3.7	Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series D-3 Preferred Stock of DarioHealth Corp.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

In connection with such mandatory conversion, each holder of preferred stock will also receive all accrued and unpaid dividends, including any dividend shares or payment-in-kind shares, in addition to the conversion shares issuable upon conversion, subject to certain beneficial ownership blockers.

~~SIGNATURES~~The filing of the Series C-1 Certificates of Designation was intended to amend and restate the terms mentioned above, and no additional securities were issued or sold as a result.

~~Pursuant~~The toforegoing ~~the~~description ~~requirements~~ of the ~~Securities~~Company’s Series C-1 ~~Exchange~~Certificate ~~Act~~ of ~~1934,~~Designation ~~the~~is ~~Registrant~~qualified ~~has~~in ~~duly~~its ~~caused~~entirety ~~this~~by ~~report~~reference to bethe ~~signed~~full ontext ~~its~~of ~~behalf~~such bydocument, ~~the~~a ~~undersigned~~copy ~~hereunto~~of which ~~duly~~is ~~authorized~~filed as Exhibit 3.1 to this Current Report on Form 8-K.

Dated: September 19, 2025	DARIOHEALTH CORP.
	By:	/s/ Chen Franco-Yehuda
		Name:	Chen Franco-Yehuda
		Title:	Chief Financial Officer, Treasurer, and Secretary

Item 8.01

Other Events.

On September 22, 2025, the Company issued a press release relating to the announcement of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On September 25, 2025, the Company announced that its Board of Directors has initiated a comprehensive strategic review to maximize shareholder value following multiple unsolicited inbound strategic inquiries from interested parties. In relation to this review, the Company’s Board of Directors has established a special committee (the "Special Committee") of independent directors and engaged Perella Weinberg Partners as financial advisor. The Special Committee will consider a full range of potential opportunities including a sale, merger, strategic business combination, or continued execution of the Company's successful standalone strategy.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

3.1	Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C-1 Preferred Stock of DarioHealth Corp.
4.1	Form of Pre-Funded Warrant
10.1	Form of Securities Purchase Agreement
99.1	Press release dated September 22, 2025.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 25, 2025	DARIOHEALTH CORP.


	By:	/s/ Chen Franco-Yehuda
		Name:	Chen Franco-Yehuda
		Title:	Chief Financial Officer, Treasurer and Secretary

Filing Compare · DarioHealth Corp.