DARIOHEALTH CORP. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (Form 8-K )
Section 1.01 Entering into a Material Definitive Agreement.
All obligations under the Credit Agreement are guaranteed by all wholly owned subsidiaries of the Company other than
During the term of the Loan Facility, interest payable in cash by the Company will accrue on any outstanding balance owing under the Loan Facility at an annual rate equal to the greater of (x) the adjusted SOFR rate (which is the forward-looking one-month term rate based on the guaranteed overnight rate administered by the
The Credit Agreement contains customary events of default, including with respect to non-payment of principal, interest, fees or other amounts; the material inaccuracy of any representation or warranty; non-compliance or breach of covenants; bankruptcy and insolvency events; material monetary misjudgments; impairment of any material definitive loan documentation; other significant adverse effects; key person events and change of control.
Each of the credit agreements and a pledge and guarantee agreement entered into by the company, the guarantors and the lender on
On the Closing Date, and in respect of the Initial Commitment Amount only, the Company agreed to issue to the Lender a warrant (the “Warrant”) to purchase up to 226,586 common shares of the Company, at an exercise price of
On the Closing Date, the Company and the Lender executed a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement with the
The foregoing description of the terms of the Credit Agreement, the Pledge and Security Agreement, the Registration Rights Agreement and the Warrant is not intended to be exhaustive and is qualified in its entirety by reference to Credit Agreement, the Pledge and Security Agreement, the Registration Rights Agreement and the Power of Attorney, copies of which are attached hereto as Schedules 10.1, 10.2, 10.3 and 4.1, respectively, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set out in Section 1.01 is incorporated by reference into this Section 2.03.
Item 8.01 Other Events.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits 4.1 Form of Warrant. 10.1^ Credit Agreement, dated
June 9, 2022, by and among the Company, as borrower, and OrbiMed Royalty and Credit Opportunities III, LP, as lender. 10.2 Pledge and Security Agreement, dated June 9, 2022, by and among the Company, Labstyle Innovation Ltd, Upright Technologies, Inc., Psyinnovations, Inc., and OrbiMed Royalty and Credit Opportunities III, LP. 10.3 Registration Rights Agreement, dated June 9, 2022, by and between the Company and OrbiMed Royalty and Credit Opportunities III, LP. 99.1 Press release of DarioHealth Corp.dated June 9, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). ^ Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) is the type that
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