Jon Kaplan - May 4, 2023 Form 4 Insider Report for DarioHealth Corp. (DRIO)

Role: Director
Signature: /s/ Jon Kaplan
Stock symbol: DRIO
Transactions as of: May 4, 2023
Transactions value $: $30,000
Form type: 4
Date filed: 5/8/2023, 04:12 PM
Previous filing: Mar 3, 2023
Next filing: Mar 8, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DRIO	Series B-2 Preferred Stock	Purchase	$30K	+30		$1,000.00^*	30	May 4, 2023	Common Stock		$3.37	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Series B Preferred Stock will automatically convert into shares of common stock, subject to certain beneficial ownership limitations, including a non-waivable 19.99% ownership blocker, on the 15-month anniversary of the issuance date.
F2	The Series B Preferred Stock initially converts into shares of common stock at a conversion price of $3.37. In addition, the holders of Series B Preferred Stock will also be entitled dividends payable as follows: (i) a number of shares of Common Stock equal to five percent (5.0%) of the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock then held by such holder for each full quarter anniversary of holding for a total of four (4) quarters from the closing date, and (ii) a number of shares of common stock equal to ten percent (10%) of the number of shares of common stock issuable upon conversion of the Series B Preferred Stock then held by such holder on the fifth full quarter from the closing date.

Content

The Series B Preferred Stock will automatically convert into shares of common stock, subject to certain beneficial ownership limitations, including a non-waivable 19.99% ownership blocker, on the 15-month anniversary of the issuance date.

The Series B Preferred Stock initially converts into shares of common stock at a conversion price of $3.37. In addition, the holders of Series B Preferred Stock will also be entitled dividends payable as follows: (i) a number of shares of Common Stock equal to five percent (5.0%) of the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock then held by such holder for each full quarter anniversary of holding for a total of four (4) quarters from the closing date, and (ii) a number of shares of common stock equal to ten percent (10%) of the number of shares of common stock issuable upon conversion of the Series B Preferred Stock then held by such holder on the fifth full quarter from the closing date.