DarioHealth announces the closing of wayForward Acquisition (Form 8-K)
DarioHealth announces the closing of the acquisition of wayForward
NEW YORK, June 8, 2021 – DarioHealth Corp. (Nasdaq: DRIO), a pioneer in the global digital therapy (DTx) market, today announced the completion of the previously announced acquisition of PsyInnovations, Inc. (dba wayForward) through the merger of PsyInnovations in DarioHealth’s wholly owned subsidiary, WF Merger Sub, Inc., which changed its name to PsyInnovations, Inc. as part of the merger. Pursuant to the merger agreement and plan, as of May 15, 2021, the Company has 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 common stock of the Company, with a par value of $ 0.0001 per share (the “Common Shares”), including up to 5, $ 0 million structured as a earn-out payable in common shares if the Company’s behavioral health earnings exceed a certain threshold in 2022, subject to usual working capital and other adjustments from the close of the Merger (the “Closing”). An amount of $ 3.0 million of the merger consideration, consisting of $ 2,750,000 in common shares and $ 250,000 in cash, will be withheld for at least eighteen (18) months to secure the indemnification obligations. The Company will issue a total of approximately 898,500 common shares as part of the merger, including hold-back shares, determined on the basis of the 60-day Volume Weighted Average Price (VWAP) of $ 21.09 per common stock share traded on the Nasdaq. Stock Market LLC which ended May 13, 2021, plus up to approximately 237,000 common shares if the earn-out is met.
The Company, through its subsidiary PsyInnovations, Inc., will employ the founders of PsyInnovations, Mr. Ritvik Singh and Dr. Navya Singh, respectively, as Managing Director, Head of Behavioral Health and Head of Behavioral Sciences, in accordance with the letters of offer. Mr. Singh’s Letter of Offer Provides for the Grant, Effective at Closing, of an Unqualified Stock Option to Purchase 75,000 Common Shares Pursuant to the Nasdaq Listing Rule 5635 (c) (4), outside of the Company’s existing 2020 shares. Incentive plan. The option is intended to be granted as an incentive to Mr. Singh to become an employee of the Company or its subsidiary, in accordance with Nasdaq Listing Rule 5635 (c) (4). The option will have an exercise price per share of $ 19.99 (the closing price of the common share on the Nasdaq stock market on June 4, 2021, the trading day preceding the closing date). 60,000 of the Option Shares will vest over a three-year period commencing on the Closing Date, subject to Mr. Singh’s continued employment by the Company or its subsidiary on the applicable vesting date. The remaining 15,000 option shares will vest when the Company or its subsidiary achieves specified income targets during the deployment of the wayForward platform, subject to Mr. Singh’s continued employment on the vesting date. .
About DarioHealth Corp.
DarioHealth Corp. (Nasdaq: DRIO) is a leading global digital therapy company that is revolutionizing the way people with chronic conditions manage their health. Dario’s next-generation digital therapy solutions, powered by AI, support more than just an individual’s illness. Dario offers adaptive and personalized experiences that drive behavior change through evidence-based interventions, intuitive and clinically proven digital tools, high-quality software, and coaching to help individuals improve their health and achieve results. significant results. Dario offers one of the highest rated diabetes and hypertension solutions on the market. The company’s cross-functional team operates at the intersection of life sciences, behavioral sciences and software technology and is rapidly expanding into new chronic diseases and geographies, using a performance-based approach to improve the health of its users. Dario does the right thing to make the easy thing to do. To learn more about DarioHealth and its digital health solutions, or for more information, visit http://dariohealth.com.
Caution regarding forward-looking statements
This press release and statements by representatives and partners of DarioHealth Corp. (the “Company”) relating thereto contain or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical statements made may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “plan”, “project”, “potential”, “seek”, “can”, “can”, “expect”, “believe”, “anticipate” “,” Intend, ” might ‘,’ estimate ‘or’ continue ‘are intended to identify forward-looking statements. Readers are cautioned that certain important factors may affect the actual results of the Company and could cause such results to differ materially from any forward-looking statements that may be made in this press release. Factors that may affect the Company’s results include, but are not limited to, regulatory approvals, product demand, market acceptance, product impact and competitive pricing, product development, marketing or technological difficulties, the success or failure of negotiations and exchanges, social and economic risks and 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, without limitation, the risks described in the documents filed by the Company with the United States Securities and Exchange Commission. United. Readers are cautioned that actual results (including, without limitation, the timing and results of the Company’s business and regulatory plans for Dario ™ as described herein) may differ materially from those set forth in the statements. prospective. The Company does not undertake to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
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DarioHealth Corp. published this content on June 08, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 08 Jun 2021 20:18:06 UTC.