Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 7, 2021, DarioHealth Corp. (the "Company") completed the previously
announced acquisition of PsyInnovations, Inc. (dba wayForward) through the
merger of PsyInnovations into DarioHealth's wholly-owned subsidiary, WF Merger
Sub, Inc., which changed its name to PsyInnovations, Inc. in connection with the
merger (collectively, the "Merger"). Under the Agreement and Plan of Merger,
dated as of May 15, 2021, the Company paid, or will pay, aggregate consideration
("Merger Consideration") of (A) $6.0 million in cash and (B) up to $24.0 million
in shares of Company common stock, par value $0.0001 per share (the "Common
Stock"), including up to $5.0 million structured as an earn-out payable in
shares of Common Stock if behavioral health revenues from the Company exceed a
certain threshold in 2022, subject to customary working capital and other
adjustments as of the closing of the Merger (the "Closing"). $3.0 million of the
Merger Consideration, consisting of $2,750,000 in shares of Common Stock and
$250,000 in cash, will be subject to a hold-back for a minimum of eighteen (18)
months to secure indemnification obligations. The Company will issue an
aggregate of approximately 898,500 shares Common Stock in the Merger, including
the holdback shares, determined based on the 60-day volume weighted average
share price (VWAP) of $21.09 per share of the Common Stock traded on The Nasdaq
Stock Market LLC that ended on May 13, 2021, plus up to approximately 237,000
shares of Common Stock if the full earn-out is achieved.
Item 8.01 Other Information.
On June 8, 2021, the Company issued a press release announcing the Closing and
related matters. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press release, dated June 8, 2021
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DARIOHEALTH CORP. 
