Full Press Release Details
Announces Acquisition of Leading Digital Musculoskeletal Company Upright Technologies and $70 Million Financing
Expands DarioHealth's multi-condition
platform into the $213 billion musculoskeletal market and creates one of the most comprehensive digital health platforms
Financing supported by leading health care focused institutional
investors, including Nantahala Capital Management, LLC, Perceptive Advisors, Driehaus Capital Management, Farallon Capital Management,
Pura Vida Investments, and others priced at market pursuant to Nasdaq rules
Increases membership to more than 150,000
and combined proforma 2020 full-year revenue to more than $20 million
Company to host a conference call today,
January 27, 2021, at 8:30 am ET
NEW YORK, January 27, 2021 -- DarioHealth
Corp. (Nasdaq: DRIO), a pioneer in the global digital therapeutics (DTx) market, announced today the signing of a definitive agreement
to acquire digital musculoskeletal (MSK) company Upright Technologies Ltd. in a stock transaction. Dario will be adding Upright's
MSK solution to its digital therapeutic platform, which represents one of the most comprehensive multi-chronic condition platforms
in the market with approximately 150,000 users. It brings together complementary companies with industry-leading consumer engagement
and clinical outcomes delivered through a platform that combines advanced sensors, dynamic AI-driven behavior change, member journeys,
and coaching. Dario has concurrently announced definitive agreements with a syndicate of highly regarded healthcare institutional
investors to raise $70 million through a private placement of its common stock priced at the market pursuant to Nasdaq rules. Dario
has executed securities purchase agreements for the sale of an aggregate of 3,278,688 shares of its common stock at a purchase
price of $21.35 per share. Dario intends to use the net proceeds from the offering for general corporate purposes.
Upright is a leading digital MSK health
company focused on preventing and treating the most common MSK conditions through behavioral science, biofeedback, coaching, and
wearable tech. Upright has over 90,000 active
users and its clinically validated solution is recommended by more than 500 clinics worldwide.
Investors in the private placement included
Nantahala Capital Management, LLC Perceptive Advisors, Driehaus Capital Management, Farallon Capital Management, Pura Vida Investments,
Phoenix Insurance Ltd., More Provident Funds, and others. Cowen served as financial and capital
markets advisor to Dario for the acquisition transaction and private placement. Cowen, Stifel and SternAegis Ventures served as
placement agents for the financing. Upon closing of the private placement, Dario's cash balance is expected to exceed
$90 million. The private placement transaction is subject to customary closing conditions and is expected to close on or about
The acquisition of Upright is expected
to advance Dario's strategy in the following ways:
"MSK represents substantial costs
to our customers and drive a large percentage of employee absenteeism and lost productivity. It is consistently one of the top
priorities for clinical improvement and cost reduction for self-insured employers and health plans. Adding Upright's solution
to our integrated platform will substantially expand our opportunity to address a broader spectrum of our customers' needs,"
stated Rick Anderson, Dario's President and General Manager of North America. "In addition, Upright's focus on
building a solution loved by its members, its high level of engagement, and proven approaches in driving sustainable behavior change,
make it the perfect fit for us. Our commercial team is excited to take our new integrated solution to current and prospective customers."
"I am very pleased to be able to
achieve this milestone and expect that MSK will be a meaningful growth driver for our company for years to come," stated
Erez Raphael, Dario's Chief Executive Officer. "We are committed to delivering the industry's most comprehensive,
clinically proven solution for the management of chronic conditions, and the addition of Upright, which is an expansion of our
core competency, represents a significant step toward that goal. With similar approaches to building highly engaging and clinically
effective products and similar cultures, I anticipate a rapid and seamless integration," Mr. Raphael concluded.
"Similar to Dario, we have had great
success building our product with roots in the D2C market and have begun to make inroads into the B2B space. We believe there are
significant synergies that can be derived from being part of a broader digital health platform," stated Oded Cohen, Chief
Executive Officer and co-founder of Upright. "We believe that together with Dario, we can deliver an integrated, scalable,
virtual platform to reduce employer, payor, and provider healthcare costs and offer lasting and impactful health outcomes for end-users.
Dario stands apart from the rest with their shared consumer history and user-centric culture, and I look forward to working with
Erez and the team to drive this next phase of growth."
After the closing of the acquisition, Upright's
CEO and co-founder Oded Cohen will serve as Dario's General Manager of MSK product and will join Dario's Board of Directors.
to the terms of the purchase agreement, Dario agreed to acquire Upright for $31 million with $29.5 paid in stock and $1.5 million
in cash; after deducting outstanding debt and making working capital adjustments, the number of purchase shares issued was determined
based on the closing price of Dario's shares on the day prior to the signing of the term sheet, subject to a share price
collar which takes into effect recent market activity post-signing. Dario will issue approximately 1.7 million shares of common
stock to Upright shareholders at the closing, which is subject to customary closing conditions and expected to take place on or
about February 7, 2021.
DarioHealth unaudited revenues for 2020
are estimated to reach approximately $7.6 million, including estimated revenues of $2.12 million in the fourth quarter of 2020,
and Upright's unaudited revenues for 2020 are estimated to reach approximately $12.8 million. Dario's cash balance
as of December 31, 2020 was $28.6 million.
The securities described herein have not
been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an
applicable exemption from the registration requirements.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other
jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or other jurisdiction.
Conference Call and Webcast Information
Toll-Free: 1-877-407-0784
Toll/International: 1-201-689-8560
Israel Toll-Free: 1 809 406 247
Conference ID: DarioHealth Conference Call and Webcast
Participants are asked to dial-in approximately 10 minutes prior
to the start of the event. A replay of the call will be available approximately two hours after completion through February 10,
2021. To listen to the replay, dial 844-512-2921 (domestic) or 412-317-6671 (international) and use replay passcode 13715699.
About DarioHealth Corp.
DarioHealth Corp. (Nasdaq: DRIO) is a leading global digital
therapeutics company revolutionizing how people with chronic conditions manage their health. Dario's
next-generation, AI-powered, digital therapeutic solutions support more than just an individual's disease. Dario provides
adaptive, personalized experiences that drive behavior change through evidence-based interventions, intuitive, clinically proven
digital tools, high-quality software, and coaching to help individuals improve health and sustain meaningful outcomes. 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 science, and software technology and is rapidly expanding into new chronic conditions
and geographic markets, using a performance-based approach to improve its users' health. Dario makes the right thing to
do the easy thing to do. To learn more about DarioHealth and its digital health solutions, or for more information, visit http://dariohealth.com.
Cautionary Note Regarding Forward-Looking Statements
This news release and the statements of
representatives and partners of DarioHealth Corp. (the "Company") related thereto contain or may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "plan,"
"project," "potential," "seek," "may," "will," "expect," "believe,"
"anticipate," "intend," "could," "estimate," or "continue" are intended to identify
forward-looking statements. For example, the Company is using forward-looking statements in this press release when it discusses
the timing of the closing of the financing and Upright transactions, its expected cash balance after the closing of the financing
transaction, the expected number of shares to be issued by it pursuant to the Upright agreement, the expected benefits and advancement