Full Press Release Details
LabStyle Innovations Corp.
9 Halamish Street, P.O.B. 3052
Caesarea Industrial Park
To the Stockholders of LabStyle Innovations
LabStyle Innovations Corp. (the "Company")
is pleased to send you the enclosed notice of the 2015 Annual Meeting of Stockholders of the Company (the "Meeting")
to be held at 11:00 a.m. on Monday, June 15, 2015, at the law offices of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP,
1633 Broadway, 32nd Floor, New York, New York 10019.
The items of business for the Meeting are
listed in the following Notice of Annual Meeting of Stockholders and are more fully addressed in the attached Proxy Statement.
Please review in detail each of the Notice of Annual Meeting of Stockholders and the Proxy Statement, which are first being mailed
to stockholders of the Company on or about May 15, 2015. Also enclosed for your review is the Company's Annual Report on
Form 10-K for our fiscal year ended December 31, 2014.
The Notice of Annual Meeting of Stockholders
and Proxy Statement are also available on the Company's website at http://mydario.investorroom.com/ and on the Securities
and Exchange Commission's website at www.sec.gov. Copies of the Notice of Annual Meeting of Stockholders and Proxy Statement
may also be obtained without charge by writing to Zvi Ben-David, Chief Financial Officer, LabStyle Innovations Corp., 9 Halamish
Street, P.O.B. 3052, Caesarea Industrial Park, 38900, Israel.
Your vote is very important to us and
to our stockholders-please date, sign and return your proxy card in the enclosed envelope or vote online as soon as possible
to ensure that your shares will be represented and voted at the Meeting even if you cannot attend. If you attend the Meeting,
you may vote your shares in person even though you have previously signed and returned your proxy.
| Sincerely yours, | |
| /s/ Erez Raphael | |
| Erez Raphael | |
| President and Chief Executive Officer | |
| LabStyle Innovations Corp. |
WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE THE ENCLOSED PROXY CARD AND PROMPTLY MAIL IT IN THE ENCLOSED ENVELOPE OR VOTE ONLINE IN ORDER TO ASSURE
REPRESENTATION OF YOUR SHARES AT THE MEETING. YOUR PROXY, GIVEN THROUGH THE RETURN OF THE PROXY CARD, MAY BE REVOKED PRIOR
TO ITS EXERCISE BY FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
IF YOU HAVE ALREADY VOTED OR DELIVERED
YOUR PROXY FOR THE MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR
VOTE, YOU SHOULD REVOTE YOUR SHARES.
THE PROXY STATEMENT, OUR FORM OF PROXY
CARD, OUR QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERS ENDED MARCH 31, 2014, JUNE 30, 2014 AND SEPTEMBER 30, 2014, AND OUR ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014 ARE AVAILABLE ON THE INTERNET AT: http://mydario.investorroom.com/SECFilings
OR AT THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV.
LabStyle Innovations Corp.
9 Halamish Street, P.O.B. 3052
Caesarea Industrial Park
OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 15, 2015
The 2015 Annual Meeting of Stockholders
(the "Meeting") of LabStyle Innovations Corp. (the "Company") will be held at 11:00 a.m.
on Monday, June 15, 2015, at the law offices of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, 1633 Broadway, 32nd Floor,
New York, New York 10019, for the following purposes:
The Board unanimously
recommends a vote "FOR" the approval of each of the proposals to be submitted at the Meeting.
Stockholders of record of our Common Stock
at the close of business on May 11, 2015 (the "Record Date") will be entitled to notice of, and are cordially
invited to, attend this Meeting and to attend any adjournment or postponement thereof. However, to assure your representation
at the Meeting, please complete and sign the enclosed proxy card and return it promptly or vote online as described herein.
Even if you have previously submitted a proxy card, you may choose to vote in person at the Meeting. Whether or not you expect
to attend the Meeting, please read the attached Proxy Statement and then promptly complete, date, sign and return the enclosed
proxy card in order to ensure your representation at the Meeting.
If you hold your shares through a brokerage
firm, you may cast your vote by visiting www.proxyvote.com. If you are a registered stockholder, you may cast your vote
by visiting www.vstocktransfer.com/proxy. You may also have access to the materials for the Meeting by visiting the
website: http://mydario.com/.
of Common Stock entitles the holder thereof to one vote. Additionally, holders of our Series A convertible preferred stock
vote with the Common Stock as a single class on all matters for which our stockholders may vote or
act on an as-if-converted-to-Common Stock basis. A complete list of stockholders of record entitled to vote at this Meeting will
be available for ten days before this Meeting at the principal executive office of the Company for inspection by stockholders during
ordinary business hours for any purpose germane to this Meeting.
You are urged to review carefully the information
contained in the enclosed proxy statement prior to deciding how to vote your shares.
enclosed proxy statement are first being mailed to stockholders on or about May 15, 2015.
| BY ORDER OF THE BOARD OF DIRECTORS, | ||
| /s/ Zvi Ben-David | ||
| Zvi Ben-David | ||
| Secretary, Treasurer and Chief Financial Officer | ||
| Caesarea, Israel |
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW
YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.
| Page | |
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS | 1 |
| THE ANNUAL MEETING | 7 |
| PROPOSAL 1 ELECTION OF DIRECTORS | 11 |
| PROPOSAL 2 RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL 2015 | 25 |
| PROPOSAL 3 ia proposal | 26 |
| PROPOSAL 4 Reverse stock split proposal | 28 |
| PROPOSAL 5 INCENTIVE PLAN PROPOSAL | 34 |
| OTHER INFORMATION | 36 |
| Beneficial Ownership of Principal Stockholders, Officers and Directors | 36 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 37 |
| ANNEX A | IA Amendment |
| ANNEX B | RS Amendment |
| ANNEX C | Plan Amendment |
LABSTYLE INNOVATIONS CORP.
ANNUAL MEETING OF STOCKHOLDERS
to be held at 11:00 a.m. on June 15,
Zysman, Aharoni, Gayer and Sullivan &
1633 Broadway, 32nd Floor
New York, New York 10019
QUESTIONS AND ANSWERS ABOUT THESE PROXY
Why am I receiving this Proxy Statement?
This Proxy Statement describes the proposals
on which our Board would like you, as a stockholder, to vote at our 2015 Annual Meeting of the Stockholders, which will take place
at 11:00 a.m. on Monday, June 15, 2015, at the law offices of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, 1633 Broadway,
32nd Floor, New York, New York 10019.
This Proxy Statement also gives you information
on these proposals so that you can make an informed decision. We intend to mail this Proxy Statement and accompanying proxy card
on or about May 15, 2015, to all stockholders of record entitled to vote at the Meeting.
In this proxy statement, we refer to Labstyle
Innovations Corp. as the "Company", "we", "us" or "our" or similar terminology.
Who can vote at the annual meeting of stockholders?
who owned shares of our common stock, par value $0.0001 per share ("Common Stock") and shares of our Series
A convertible preferred stock, par value $0.0001 per share ("Series A Preferred"), on May 11, 2015 (the "Record
Date") may attend and vote at the Meeting. There were 30,108,131 shares of Common Stock outstanding on the Record Date.
There were 35,600 shares of Series A Preferred outstanding on the Record Date which are convertible into 8,980,832 shares of Common
Stock and which vote with the Common Stock as a single class on all matters for which our
stockholders may vote or act on an as-if-converted-to-Common Stock basis. All shares of Common Stock (including Series A Preferred
as if converted to Common Stock) have one vote per share and vote together as a single class. Information about the stockholdings
of our directors and executive officers is contained in the section of this Proxy Statement entitled "Beneficial Ownership
of Principal Stockholders, Officers and Directors" on page 36 of this Proxy Statement.
What is the proxy card?
The proxy card enables you to appoint Erez
Raphael, our President and Chief Executive Officer, and/or Zvi Ben-David, our Secretary, Treasurer and Chief Financial Officer,