Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.



Adoption of an amendment to the 2020 Equity Incentive Plan

On December 7, 2022, DarioHealth Corp. (the "Company") held its 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting"). At the 2022 Annual Meeting, the Company's stockholders approved an amendment (the "Plan Amendment") to the Company's Amended and Restated 2020 Equity Incentive Plan, as amended (the "2020 Plan"), which provides for a share reserve under the 2020 Plan of 3,868,514 shares of common stock and an increase to such amount for each of the calendar years ending on December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025, by an additional number of shares of common stock equal to six percent (6%) of the number of shares of common stock issued and outstanding on a Fully Diluted Basis (as defined in the 2020 Plan) on the immediately preceding December 31. The Plan Amendment was previously approved, subject to stockholder approval, by the Company's Board of Directors (the "Board"), upon the recommendation of the Board's Compensation Committee on October 3, 2022.

A detailed summary of the Plan Amendment is set forth in the Company's Definitive Proxy Statement on Schedule 14A for the 2022 Annual Meeting filed with the U.S. Securities and Exchange Commission on October 14, 2022 (the "Proxy Statement") under the caption "Proposal 2: Incentive Plan Proposal," which summary is incorporated herein by reference.

That detailed summary of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is attached as Annex A to the Company's Proxy Statement, and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The final voting results of the 2022 Annual Meeting are set forth below. Stockholders voted on the following proposals:

Proposal No. 1 - Election of Directors.

The stockholders elected the following directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):





Director Name          For        Against    Abstain   Broker Non-Votes
Hila Karah          11,309,066   1,716,541   44,975       4,233,336

Dennis Matheis      11,319,813   1,710,588   40,181       4,233,336

Dennis M. McGrath   9,803,299    3,222,302   44,981       4,233,336

Erez Raphael        12,826,044    232,018    12,520       4,233,336

Yoav Shaked         11,310,152   1,741,869   18,561       4,233,336

Adam K. Stern       12,986,045    57,691     26,846       4,233,336



Proposal No. 2 - Incentive Plan Proposal.

The stockholders approved the Plan Amendment. The Plan Amendment proposal required the affirmative vote of a majority of the votes cast at the 2022 Annual Meeting. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):











   For       Against    Abstain   Broker Non-Votes
9,340,879   3,672,599   57,104       4,233,336



Proposal No. 3 - Ratification of Auditors.

The stockholders ratified the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):





   For        Against    Abstain
15,380,546   1,919,212    4,160

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




  10.1     Amendment to the Company's Amended and Restated 2020 Equity Incentive
         Plan (incorporated by reference to the Company's Definitive Proxy
         Statement filed with the Securities and Exchange Commission on October
         14, 2022).
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document).

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