DRIO DarioHealth Corporation

 

 

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): July 24, 2023

 

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.)

 

18 W. 18th St, 5th Floor

New York, New York 10011

(Address of Principal Executive Offices)

 

972- 4-770-4055

(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 2.02 Results of Operations and Financial Condition.

 

On July 24, 2023, DarioHealth Corp. (the Company") issued a press release which provided certain preliminary unaudited results of operations for the second quarter ended June 30, 2023, based on currently available information. The preliminary unaudited results presented reflect the Company’s estimates based solely upon information available, and the Company’s final results could differ from these estimates due to the completion of the Company’s financial closing procedures, final adjustments and other developments that may arise between now and the time such unaudited consolidated financial statements for the quarter ended June 30, 2023 are issued. The Company expects to announce its full results for the three and six months ended June 30, 2023 on or before August 14, 2023.

 

A copy of the press release issued by the Company announcing the preliminary unaudited financial information for its fiscal quarter ended June 30, 2023, is furnished as Exhibit 99.1 hereto.

 

Item 8.01. Other Events.

 

On July 24, 2023, the Company announced preliminary unaudited revenue results for the three months ended June 30, 2023 of between $6.0 million and $6.15 million, driven by growth in its Business-to-Business (B2B) sales channel. Revenue from strategic partnerships was less than expected in the second quarter due to fewer milestone deliveries than anticipated. The Company also announced preliminary unaudited revenues for the six months ended June 30, 2023 were between $13 million and $13.15 million, resulting from the expected reduction in direct sales to consumers that took place during the same period. The Company also announced that it had preliminary unaudited cash and cash equivalents of $52.6 million as of June 30, 2023.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to statements related to the Company’s preliminary unaudited revenue results for the three and six months ended June 30, 2023 as well as its estimated cash and cash equivalents as of June 30, 2023. These statements involve risks and uncertainties, including the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company’s filings with the SEC, the documents incorporated by reference and therein, and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect the Company’s results of operations, which would, in turn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1		Press Release dated July 24, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: July 24, 2023	DARIOHEALTH CORP.
	By:	/s/ Zvi Ben David
		Name:	Zvi Ben David
		Title:	Chief Financial Officer, Treasurer and Secretary

 

 

Exhibit 99.1

 

Dario Launches Agreement with Large Regional Health Plan and
Announces Preliminary Results for Second Quarter of 2023 as well as Business Update

 

New account is set to launch in July 2023 for eligible members

 

New York, N.Y. – July 24, 2023 -- DarioHealth Corp. (Nasdaq: DRIO) (“Dario” or the “Company”), a leader in the global digital health market, announced today a new agreement with a large regional health plan (the “Plan”) to deliver highly personalized digital health solutions to more than 160,000 Plan members living with hypertension. The Plan is set to launch in late July 2023.

 

The Plan selected Dario’s digital solution for hypertension, part of the Company’s cardiometabolic product suite, to engage the Plan’s members with a highly personalized and consumer-centric approach to managing hypertension. Dario’s solution is proven to improve clinical outcomes and keep members engaged over time, and a streamlined implementation process made it easy for the Plan to launch and scale the program across eligible members.

 

“Dario’s proven ability to effectively drive outcomes-based engagement and deliver better results for our partners is a winning proposition for payers,” said Rick Anderson, President of Dario. “We are excited to launch our new partnership with the Plan this month and start engaging its members with highly personalized support to help improve hypertension outcomes.”

 

Dario Announces Preliminary Second Quarter Results and Business Update

 

Dario also announced today preliminary unaudited revenue results for the three months ended June 30, 2023 of between $6.0 million and $6.15 million, driven by growth in its Business-to-Business (B2B) sales channel, which has grown for the tenth quarter in a row due to the Company’s strategic shift in resources. Revenue from strategic partnerships was less than expected in the second quarter due to fewer milestone deliveries than anticipated.

 

Dario’s preliminary unaudited revenues for the six months ended June 30, 2023 were between $13 million and $13.15 million, resulting from the expected reduction in direct sales to consumers that took place during the same period.

 

Dario had preliminary unaudited cash and cash equivalents of $52.6 million as of June 30, 2023.

 

Strategic partnerships continue to mature and yielded two notable wins for Dario this quarter, including contracts with MedOne Pharmacy Benefits Solution (MedOne) attributed to Sanofi, and the Plan attributed to Solera. Both contracts are expected to contribute to revenue in 2023 and represent key milestone achievements for the respective partnerships.

 

The private labeled Aetna platform was delivered on schedule in the second quarter of the year with additional opportunities for revenue related to the development of the platform in the second half of the year. Dario now expects member enrollment will start in 2024, which may result in a larger opportunity for membership depending on partner sell-through to their customers.

 

“We believe that we are only beginning to realize the commercial potential of our strategic partners. MedOne and the Plan represent major wins for key strategic channel partners for Dario,” said Erez Raphael, Chief Executive Officer of Dario. “We are excited to see our focus on the partner channel yield meaningful revenue as we continue to nurture these important relationships to help scale opportunities for Dario.”

 

The above figures represent preliminary unaudited estimates and final quarterly reporting results may vary. The foregoing forward-looking statements reflect our expectations as of today's date. Given the number of risk factors, uncertainties and assumptions discussed below, actual results may differ materially. We do not intend to update our financial outlook until our next quarterly results announcement.

 

 

About DarioHealth Corp.

 

DarioHealth Corp. (Nasdaq: DRIO) is a leading digital health company revolutionizing how people with chronic conditions manage their health through a user-centric multi-chronic condition digital therapeutics platform. Our platform and suite of solutions deliver personalized and dynamic interventions driven by data analytics and one-on-one coaching for diabetes, hypertension, weight management, musculoskeletal pain, and behavioral health.

 

Our user-centric platform offers people continuous and customized care for health, disrupting the traditional episodic approach to healthcare. This approach empowers people to holistically adapt their lifestyles for sustainable behavior change, driving exceptional user satisfaction, retention, and results. Making the right thing to do the easy thing to do.

 

Dario provides its highly user rated solutions globally to health plans and other payors, self-insured employers, providers of care and directly to consumers. To learn more about Dario and its digital health solutions, or for more information, visit http://dariohealth.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This news release and the statements of representatives and partners of DarioHealth Corp. 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. For example, the Company is using forward-looking statements in this press release when it discusses the expected timing of the contract launches, its estimated revenues for the quarter, its estimated cash and cash equivalents as of June 30, 2023, that its contracts with MedOne and the Plan are expected to contribute to revenue in 2023 and represent key milestone achievements for the respective partnerships, the potential benefits that may be realized by users utilizing Dario’s platform, that member enrollment with Aetna will begin in 2024, its belief that it is only beginning to realize the commercial potential of its strategic partners and that member enrollment with Aetna may result in a larger opportunity for membership depending on partner sell-through to customers. 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. 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™ as described herein) 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.

 

 

DarioHealth Corporate Contact

 

Mary Mooney

VP Marketing

mary@dariohealth.com

+1-312-593-4280

 

Media Contact:

 

Scott Stachowiak

Scott.Stachowiak@russopartnersllc.com

+1-646-942-5630

 

 

v3.23.2

Cover	Jul. 24, 2023
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jul. 24, 2023
Entity File Number	001-37704
Entity Registrant Name	DARIOHEALTH CORP.
Entity Central Index Key	0001533998
Entity Tax Identification Number	45-2973162
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	18 W. 18th St
Entity Address, Address Line Two	5th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10011
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	DRIO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---