| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DarioHealth Corp. [ DRIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/18/2025(1) | C | 11,760(2) | A | $40.4(2) | 17,906 | I | By AKS Family Partners L.P. | ||
| Common Stock | 09/18/2025(1) | C | 8,435(3) | A | $16.6(3) | 26,341 | I | By AKS Family Partners L.P. | ||
| Common Stock | 09/24/2026(4) | A | 28,000 | A | $0 | 57,717 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Preferred Stock | $1,000 | 09/18/2025 | C | 250 | 02/21/2024 | 09/18/2025 | Common Stock | 11,760(2) | $1,000 | 0 | I | By AKS Family Partners L.P. | |||
| Series D-2 Preferred Stock | $1,000 | 09/18/2025 | C | 100 | 04/28/2025 | 09/18/2025 | Common Stock | 8,435(3) | $1,000 | 0 | I | By AKS Family Partners L.P. | |||
| Explanation of Responses: |
| 1. Pursuant to the Second Amended and Restated Certificates of Designation of Preferences, Rights and Limitations of the Series C Preferred Stock and the Series D-2 Preferred Stock filed with the Secretary of State of the State of Delaware, the mandatory conversion period of all outstanding shares of each such series was accelerated, and such shares automatically converted into shares of Common Stock effective September 18, 2025, together with all accrued and unpaid dividends, including dividend shares, subject to certain beneficial ownership limitations. |
| 2. AKS Family Partners L.P.'s 250 shares of Series C Preferred Stock automatically converted into 6,189 shares of Common Stock on September 18, 2025, at a conversion price of $40.40 per share. AKS Family Partners L.P. also received 5,571 shares of Common Stock in respect of accrued and unpaid dividends on the Series C Preferred Stock, for a total of 11,760 shares of Common Stock. The conversion occurred after the 20-for-1 reverse stock split effected on August 28, 2025, and all share amounts and prices are reported on a post-split basis. The Series C Preferred Stock was previously reported on the Reporting Person's Form 4 filed in September 2025 as 123,763 shares on a pre-split, as-converted basis. |
| 3. AKS Family Partners L.P.'s 100 shares of Series D-2 Preferred Stock automatically converted into 6,025 shares of Common Stock on September 18, 2025, at a conversion price of $16.60 per share. AKS Family Partners L.P. also received 2,410 shares of Common Stock in respect of accrued and unpaid dividends on the Series D-2 Preferred Stock, for a total of 8,435 shares of Common Stock. |
| 4. The restricted share award shall vest on the last day of the second-year anniversary after the grant date. |
| /s/ Adam Stern | 09/28/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||