DarioHealth Corp美股招股说明书(2026-07-22版)

2,451,490 Shares of Common Stock Pre-Funded Warrants to Purchase 1,017,499 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering(i)2,437,060 shares of its common stock, $0.0001 par value per share (“Common Stock”), at an offering price of $6.80 per share, (ii)14,430 shares of Common Stock to a member our Board of Directors at an offering price of $6.93 per share and (iii)pre-fundedwarrants to purchase 1,017,499 shares of Common Stock, at an offering price of $6.7999 per pre-funded warrant, (each a “Pre-FundedWarrant” and collectively, the “Pre-Funded Warrants”), pursuant to this prospectus supplement and the accompanying prospectus. Thisprospectus supplement also relates to the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants. TheCommon Stock and the Pre-Funded Warrants are being sold on a “reasonable best efforts” basis. See “Plan of Distribution.” The Pre-Funded Warrants will not have an expiration date and will be exercisable immediately, subject to the exerciselimitations described herein. The exercise price for each Pre-Funded Warrant will be equal to $0.0001 per share of Common Stock. Weare offering to those purchasers whose purchase of our common stock in this offering would otherwise result in such purchaser,together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%)of our outstanding common stock immediately following the consummation of this offering, in lieu of purchasing common stock, Pre-Funded Warrants to purchase up to an aggregate of shares of our common stock. Each Pre-Funded Warrant will be exercisable for oneshare of our common stock at any time at the option of the holder until such Pre-Funded Warrant is exercised in full, provided that theholder will be prohibited from exercising Pre-Funded Warrants for shares of our common stock if, as a result of such exercise, theholder, together with its affiliates, would own more than 4.99% (or, at the election of the purchaser, 9.99%) of the total number ofshares of our common stock then issued and outstanding. However, any holder may increase or decrease such percentage to any otherpercentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such noticeto us. Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”), under the symbol “DRIO.” On July21, 2026, thelast reported sale price for our Common Stock on Nasdaq was $7.00 per share. There is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop. Inaddition, we do not intend to apply for the listing of the Pre-Funded Warrants on any national securities exchange or other nationallyrecognized trading system. Without an active trading market, we expect that the liquidity of the Pre-Funded Warrants will be limited. Investing in our securities involves a high degree of risk. Before making an investment decision, please read the informationin the section titled “Risk Factors” beginning on pageS-9 of this prospectus supplement and in the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. We have engaged A.G.P./Alliance Global Partners (the “Placement Agent”) to act as our sole placement agent in connectionwith this offering. The Placement Agent has agreed to use its reasonable best efforts to solicit offers for the securities offered by thisprospectus supplement and accompanying prospectus. The Placement Agent does not have any obligation to sell any specific numberor dollar amount of the securities being offered hereby, nor are we requiring any minimum purchase or sale of any specific number ofsecurities in order for us to consummate this offering. The Placement Agent is not purchasing or selling any of the securities we areoffering. Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offeringamount, Placement Agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the totalmaximum offering amounts set forth in this prospectus supplement. Since we will deliver the securities to be issued in this offeringupon our receipt of investor funds, there is no arrangement for funds to be received in escrow, trust or similar arrangement. There is nominimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as acondition to closing in this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce theamount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount ofsecurities sufficient to pursue our business goals described in this prospectus supplem