What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-10 · 779 added, 894 removed, 1259 unchanged (57% of the section changed)

4 unchanged sentences

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

17 unchanged sentences

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting at December 31, 2024.

Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting on December 31, 2025.

Other Information

6 unchanged sentences

Chief Executive Officer and Director

Zvi Ben David

Chen Franco-Yehuda

Chief Financial Officer, Treasurer and Secretary

4 unchanged sentences

Lawrence Leisure

Erez Raphael has served as our Chief Executive Officer since August 9, 2013 and as a director of our company since December 2013.

Erez Raphael has served as our Chief Executive Officer since August 9, 2013.

Raphael served as Chairman of the Board of Directors from November 2014 to July 2018, and as a director from November 2014 to the present.

3 unchanged sentences

Raphael served as Head of Business Operations for Nokia Siemens Networks, where he was responsible for establishing and implementing a new portfolio business unit directed towards marketing and sales of complimentary products.

Prior to that, from 1998 to 2010, he held increasingly senior positions at Amdocs Limited (Nasdaq:DOX) where he was ultimately responsible for advising the Chief Technology Officer and implementing matters of overall business strategy.

Prior to that, from 1998 to 2010, he held increasingly senior positions at Amdocs Limited (Nasdaq:

DOX) where he was ultimately responsible for advising the Chief Technology Officer and implementing matters of overall business strategy.

Raphael holds a B.A.

in economics and business management from Haifa University.

in economics and business

management from Haifa University.

We believe Mr.

Raphael is qualified to serve on our Board of Directors because of his extensive experience with technology companies and in sales and marketing.

Zvi Ben David has served as our Chief Financial Officer, Treasurer and Secretary since January 7, 2015.

Ben David has over 25 years of experience in corporate and international financial management, including at both publicly-listed and private companies.

Since 2012, he has acted as an independent entrepreneur with, and investor in, various medical device ventures.

From 2005 to 2012, Mr.

Ben David served as the Chief Financial Officer of UltraShape Medical Ltd., a developer, manufacturer and marketer of innovative non-invasive technologies for fat cell destruction and body sculpting.

While with UltraShape, he helped lead the company through $35 million in private financing, followed by the company’s merger with a Tel Aviv Stock Exchange company and ultimately the company’s sale to Syneron Medical Ltd.

From 2000 to 2005, he served as Vice President and Chief Financial Officer of Given Imaging Ltd., where he was part of the management team that led that company’s 2001 initial public offering and 2004 follow-on offering, and served as a director of that company from its establishment in 1998 to 2000.

From 1995 to June 2000, Mr.

Ben David served as Vice President and Chief Financial Officer of RDC Rafael Development Corporation, one of Given Imaging Ltd.’s principal shareholders.

From 1994 to 1995, Mr.

Ben David served as manager of the finance division of Electrochemical Industries (Frutarom) Ltd., an Israeli company traded on the Tel-Aviv Stock Exchange and the American Stock Exchange, and from 1989 to 1993, Mr.

Ben David served as the manager of that company’s economy and control department.

From 1984 to 1988, Mr.

Ben David worked at Avigosh & Kerbs, an accounting firm in Haifa, Israel.

Ben David is a certified public accountant in Israel and holds a B.A.

in economics and accounting from Haifa University.

Nelson has served as our Chief Commercial Officer since June 5, 2024.

Chen Franco-Yehuda has served as the Company’s Chief Financial Officer, Treasurer and Secretary, since May 15, 2025.

Prior to joining our company, Ms.

Franco-Yehuda served as Chief Financial Officer, Treasurer and Secretary of Pluri Inc.

(Nasdaq, TASE:

PLUR), from March 2019 to October 2024.

Prior to that, Ms.

Franco-Yehuda served as Pluri’s Head of Accounting and Financial Reporting since July 2016, and Pluri’s Corporate Controller since May 2013.

Before joining Pluri, from October 2008 to April 2013, Ms.

Franco-Yehuda served as a manager of audit groups relating to public and private companies in various industries at PricewaterhouseCoopers (PwC) and also as a lecturer of accounting classes at the Open University of Israel from 2009 to 2014.

Franco-Yehuda also served as a board member and a member of the audit and compensation committee at Brenmiller Energy Ltd.

BRNG) between August 2022 to August 2025.

Franco-Yehuda holds a Bachelor’s degree in economics and accounting with high honors from Haifa University and is a certified public accountant in Israel.

Nelson has served as our Chief Commercial Officer since June 5, 2024, and as our President since July 10, 2025.

From October 2018 to September 2023, Mr.

3 unchanged sentences

Prior to Highmark, from 2012 to 2014, he served as the Senior Vice President of Executive Oversight at Allegheny Health Network, a healthcare company.

Earlier in his

Nelson was a Senior Vice President for General Nutrition Centers, General Manager of Brand Marketing & Promotions for MET-Rx &Worldwide Sports Nutrition, Vice President of International Marketing for 141 Communicator, and Director of Marketing & Omnicom Integration for GMR Marketing.

Earlier in his career, Mr.

Nelson was a Senior Vice President for GNC Holdings, LLC, General Manager of Brand Marketing and Promotions for MET-Rx Nutrition Inc., Vice President of International Marketing for 141 Communicator, and Director of Marketing & Omnicom Integration for GMR Marketing LLC.

Nelson holds a Bachelor of Science in education from the University of Pittsburgh at Johnstown and a Master of Arts in Business Administration from Ohio University.

4 unchanged sentences

Previously, he founded and served as Chief Executive Officer of Y-Med Inc.

from May 2004 through November 2009, until its sale to C.R.

from May 2004 until its sale to C.R.

in November 2009.

After the sale of Y-Med Inc., Mr.

Shaked served as the director of research at ThermopeutiX, a developer of innovative products for strokes and peripheral artery disease.

Shaked currently serves on the board of directors of several biotechnology companies, including Endospan, Vibrant Gastro, B-Lite (G&G Biotechnology) and Orasis Pharmaceuticals, the latter of which he serves as Chairman of the Board.

Shaked served as the director of research at ThermopeutiX, a developer of innovative products for strokes and peripheral artery diseases.

Shaked currently serves on the board of directors of several biotechnology companies, including Endospan Ltd., Vibrant Ltd., G&G Biotechnology Ltd., and Orasis Pharmaceuticals, Ltd., the latter of which he serves as Chairman of the board.

Shaked has a B.A.

13 unchanged sentences

Hila Karah has been a director of our company since November 23, 2014.

Karah is an independent business consultant and an investor in several high-tech, biotech and internet companies.

Karah has extensive experience in business consulting and as an investor in high-tech, biotech, and internet companies.

Karah serves as a managing partner at Pitango HealthTech VC.

From 2006 to 2013, she served as a partner and Chief Investment Officer of Eurotrust Ltd., a family office.

5 unchanged sentences

in molecular and cell biology from the University of California, Berkeley, and studied at the University of California, Berkeley-University of California, San Francisco Joint Medical Program.

We believe Ms.

Karah is qualified to serve on our Board of Directors because of her experience as an investor in and advisor to high-tech, biotech and internet companies.

McGrath has been a director of our company since November 12, 2013.

McGrath is a seasoned medical device industry executive with extensive public company leadership experience possessing a broad range of skills in corporate finance, business development, corporate strategy, operations, and administration.

McGrath is a seasoned medical device, diagnostic, and pharma industry executive with extensive public company leadership experience possessing a broad range of skills in corporate finance, business development, corporate strategy, operations, and administration.

After an 18 year career at PhotoMedex, Inc.

PHMD), he recently joined PAVmed, Inc (Nasdaq:

PAVM, PAVMW) as its Executive Vice President and Chief Financial Officer.

PHMD), he joined PAVmed, Inc (Nasdaq:

PAVM, PAVMZ), a multi-product, commercial stage, medical technology company in 2017 and presently serves as its President and Chief Financial Officer.

Additionally, upon the IPO of PAVmed’s majority owned subsidiary, Lucid Diagnostics, Inc.

LUCD) he was appointed its Chief Financial Officer.

Previously, from 2000 to 2017 Mr.

5 unchanged sentences

(Philadelphia Alliance for Capital and Technology) finalist for the 2011 Investment Deal of the Year, award winner for the SmartCEO Magazine 2012 CEO of the Year for Turnaround Company, and finalist for the Ernst & Young 2013 Entrepreneur of the Year.

He has extensive experience in mergers and acquisitions, both domestically and internationally, and particularly involving public company acquisitions, including Surgical Laser Technologies, Inc, (formerly, Nasdaq:

SLTI), ProCyte Corporation (formerly, Nasdaq:

PRCY), LCA Vision, Inc.

(formerly, Nasdaq:

LCAV) and Think New Ideas, Inc.

(formerly, Nasdaq:

Prior to PhotoMedex, he served in several senior level positions of AnswerThink Consulting Group, Inc.

(then, Nasdaq:

ANSR, now, The Hackett Group, Nasdaq:

HCKT), a business consulting and technology integration company, including from 1999 to 2000 as Chief Operating Officer of the Internet Practice, the largest division of AnswerThink Consulting Group, Inc., while concurrently during the merger of the companies, serving as the acting

Chief Financial Officer of Think New Ideas, Inc.

(then, Nasdaq:

THNK, now, Nasdaq:

HCKT), an interactive marketing services and business solutions company.

McGrath also served from 1996 until 1999 as Chief Financial Officer, Executive Vice President and director of TriSpan, Inc., an internet commerce solutions and technology consulting company, which was acquired by AnswerThink Consulting Group, Inc.

During his tenure at Arthur Andersen & Co., where he began his career, he became a Certified Public Accountant in 1981 and he holds a B.S., maxima cum laude, in accounting from LaSalle University.

In addition to serving as the audit and compensation committee chair and director of several biopharmaceutical and medical device companies, including our Company, Citius Pharmaceuticals, Inc.

CTXR), Citius Oncology, Inc (Nasdaq:

CTOR), and LIV Process, Inc.

formerly BioVector, Inc.

Previously from 2014 to 2024 Mr.

McGrath served as a director and audit chair of Cagent Vascular, Inc, and from 2007 to 2009 served as a director of Embrella Cardiovascular, Inc.

McGrath presently serves as a director and audit chair of several healthcare companies, including Citius Pharmaceuticals (Nasdaq:

CTXR), Citius Oncology, Inc.

CTOR), LivProcess, Inc., and as a founding member and director from its inception in 2014 until 2024 of Cagent Vascular, Inc.

Formerly, from 2007 to 2009, Mr.

McGrath served as a director of Embrella Cardiovascular, Inc.

(sold to Edwards Lifesciences Corporation, NYSE:

He also serves on the Board of Trustees for Manor College and the Board of Visitors for Taylor University.

He also serves as the Chairman emeritus of the Board of Trustees for Manor College.

We believe Mr.

McGrath is qualified to serve on our Board of Directors because of his accounting expertise and his experiences serving as an officer and director of public and private companies.

McGrath is qualified to serve on our Board of Directors because of his financial and accounting expertise and his experiences serving as an officer and director of public and private companies, particularly in the healthcare industry.

Lawrence Leisure has been a director of our company since February 25, 2025.

1 unchanged sentence

Since 2014, Mr.

Leisure has served as the Co-Founder and Co-Managing Partner of Chicago Pacific Founders, a private equity firm focused on senior living, provider services, value based care, and technology enabled services.

Leisure has served as the Co-Founder and Co-Managing Partner of Chicago Pacific Founders, a private equity firm focused on digital and AI-enabled businesses, and those serving the senior population.

Leisure is serving on the board of directors and the compensation committee of P3 Health Partners Inc.

PIII), a publicly traded health management company.

Leisure has also served on the boards of directors of several private companies backed by Chicago Pacific Founders as well as several venture capital backed companies.

Since 2009, he has served as Co-Founder and Chairman of Healthspottr, a strategic networking and consulting firm focused on health innovation and collaboration in the healthcare industry and he also served as the Co-Founder of the Employer Health Innovation Roundtable since 2015.

Leisure has also served on the board of directors of several private companies backed by Chicago Pacific Founders as well as several venture capital backed companies.

Prior to Chicago Pacific Partners, Mr.

1 unchanged sentence

Leisure was also employed by the venture capital firm, Kleiner Perkins, as an Operating Partner within the Life Sciences & Digital Health Practice.

Leisure is Chairman of the UCSF Rosenman Institute, member of the UCLA Anderson School of Management Board of Advisors, and a Senior Advisor at the Mussalem Center for BIODESIGN at Stanford University.

Leisure is a Senior Advisor at the Mussalem Center for BIODESIGN at Stanford University.

Leisure holds a B.A.

2 unchanged sentences

Leisure is qualified to serve on our Board of Directors because of his accounting expertise and his experiences serving as an officer and director of public and private companies.

Adam Stern has been a director of our company since March 1, 2020.

Stern, has been the head Private Equity Banking at Aegis Capital Corp.

and CEO of SternAegis Ventures since 2012 and was a member of our board of directors between October 2011 and May 2014.

Prior to Aegis, from 1997 to November 2012, he was with Spencer Trask Ventures, Inc., most recently as a Senior Managing Director, where he managed the structured finance group focusing primarily on the technology and life science sectors.

Adam Stern has been a director of our company since March 1, 2020 and previously served on our board of directors between October 2011 and May 2014.

Stern serves as the Head of Private Equity, Merchant & Venture Banking at ThinkEquity LLC, specializing in providing principal investment capital and strategic advisory services to high-growth private companies across technology, life sciences, and emerging growth sectors.

Prior to that, Mr.

Stern was the Head Private Equity Banking at Aegis Capital Corp.

and CEO of SternAegis Ventures since 2012 .

Prior to Aegis, from 1997 to November 2012, he was with Spencer Trask Ventures, Inc., as a Senior Managing Director, where he managed the structured finance group focusing primarily on the technology and life science sectors.

Stern held increasingly responsible positions from 1989 to 1997 with Josephthal & Co., Inc., members of the New York Stock Exchange, where he served as Senior Vice President and Managing Director of Private Equity Marketing.

He has been a FINRA licensed securities broker since 1987 and a General Securities Principal since 1991.

Stern is a director of Aerami Therapeutics Holdings (formerly Dance Biopharm, Inc.), Matinas BioPharma Holdings, Inc.

Adgero Biopharmaceuticals Holdings and Hydrofarm Holdings Group, Inc.

Stern is a former director of InVivo Therapeutics Holdings Corp.

NVIV), Organovo Holdings, Inc.

ONVO) and PROLOR Biotech Ltd., which was sold to Opko Health, Inc.

OPK) for approximately $600 million in 2013.

Stern holds a Bachelor of Arts degree with honors from The University of South Florida in Tampa.

Stern holds Series 7, 8, 9, 10, 24, 63, and 79 licenses and received a Bachelor of Arts degree with honors from The University of South Florida in 1997.

We believe Mr.

Stern is qualified to serve on our Board of Directors because of his experience in the capital markets, his experiences serving as a director of public and private companies and his experience with life sciences companies.

Scientific Advisory Board

We have established a Scientific Advisory Board (SAB), whose members will be available to us to advise on our scientific and business plans and operational strategies.

Below is the biography of our current SAB member.

David Horwitz – Advisory Board Member , is presently a Senior Consultant with Numerof & Associates and also President of DLH Biomedical Consulting.

He previously served as the Global Chief Medical Officer of the Johnson

and Johnson Diabetes Institute.

Prior to this, he was Vice President, Worldwide Clinical Affairs & Evidence-Based Medicine at LifeScan, Inc., a Johnson & Johnson company.

During his time at LifeScan, Dr.

Horwitz had, at various times, been responsible for Clinical Research, Medical Affairs, Regulatory Affairs, and Advocacy & Professional Affairs.

Horwitz has previously held faculty positions in the medical schools at the University of Chicago and the University of Illinois, where he was a clinical professor of medicine.

He is a Board-Certified internist and endocrinologist, and a Fellow of the American College of Physicians.

He has published over 100 articles in scientific and clinical journals, primarily in the areas of diabetes and metabolism.

He has completed a term as an industry representative on the Clinical Chemistry and Toxicology advisory panel of the U.S.

Food and Drug Administration.

He is presently serving as a volunteer physician for a charity-supported clinic.

Marilyn Ritholz –Advisory Board Member , is a Senior Psychologist at the Joslin Diabetes Center and treats both adults and adolescents with diabetes.

In addition, she is on the faculty at Beth Israel Deaconess Medical Center (BIDMC) and is an Assistant Professor of Psychology at Harvard Medical School.

Ritholz is an experienced qualitative researcher.

In collaboration with colleagues, she has explored qualitative aspects of healthcare regarding the patient-provider relationship, provider communication about diabetes complications, and psychosocial factors associated with diabetes technology, including continuous glucose monitoring.

She has published more than 20 qualitative articles on these topics.

Arnaud Robert – Advisory Board Member, is an accomplished international executive with 25 years of experience in creating new strategies, transforming companies, and driving business outcomes by leveraging digital, AI, and technology.

His journey through the realms of Disney, Nike, Viking Cruises, Shaw Communications, and most recently at Sanofi as the EVP & Chief Digital Officer, has been marked by thoughtful leadership and deep digital transformations across business, operations, technology, people, and culture.

He also launched several best-in-class experiences, including the Nike Apple watch running app and Disney Movies Anywhere (precursor to Disney+), both used by millions of consumers and widely profiled in the media.

Currently, Arnaud is managing director of an advisory firm that helps CEOs, Private Equity Partners, and a large consultancy achieve their strategic objectives through M&A, operational excellence, and digital / AI / GenAI solutions.

Arnaud was voted Business Transformation Top 150 (2022), Top 100 Global CDOs (2022 & 2023), and is a former member of the World Economic Forum Media Council.

He holds a PhD in Computer Science from the Swiss Institute of Technology and has filed 50 patents.

Board Composition

Our business is managed under the direction of our Board of Directors.

Our Board of Directors currently consists of seven members.

Pursuant to the terms of the placement agency agreement between us and Aegis Capital Corp., dated October 22, 2019, we granted Aegis the right to nominate an individual to the Board of Directors for a period of three years, which resulted in the appointment of Mr.

Our Board of Directors currently consists of seven members and one observer.

Pursuant to the Callodine Loan Facility, the Callodine Lenders have appointed one representative to attend all meetings of the Board of Directors (the “ Board Observer ”) in a non-voting capacity during the term of the Callodine Credit Agreement.

The Board Observer is required to keep all information provided by the Company confidential, and we reserve the right to exclude the Board Observer from accessing any materials, meetings, or portions thereof if (a) the Board of Directors, based upon advice from counsel, believes that exclusion is necessary to protect attorney-client privilege or confidential information, or (b) the Board of Directors reasonably believes that such access could significantly impact the Board of Directors’ consideration of a specific matter.

Pursuant to the terms of the placement agency agreement between us and Aegis Capital Corp.

(“Aegis”), dated October 22, 2019, we granted Aegis the right to nominate an individual to the Board of Directors for a period of three years, which resulted in the appointment of Mr.

Stern to serve on our Board of Directors.

There are no arrangements between our directors and any other person pursuant to which our directors were nominated or elected for their positions.

Except for the foregoing, there are no arrangements between our directors and any other person pursuant to which our directors were nominated or elected for their positions.

Except as set forth herein, none of our directors or executive officers have been involved, in the past ten years and in a manner material to an evaluation of such director’s or officer’s ability or integrity to serve as a director or executive officer, in any of those “Certain Legal Proceedings” more fully detailed in Item 401(f) of Regulation S-K, which include but are not limited to, bankruptcies, criminal convictions and an adjudication finding that an individual violated federal or state securities laws.

Additionally, none of our directors or executive officers have been involved in any material proceedings to which such director or executive officer was a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Meetings of the Board

Our Board of Directors met in person or telephonically seven times during the fiscal year ended December 31, 2025 and acted by unanimous written consent on eleven occasions.

Each member of our then current Board of Directors was present for at least 86% or more of the Board of Directors meetings held.

Board Committees

7 unchanged sentences

Our Audit Committee oversees our corporate accounting, financial reporting practices and the audits of financial statements.

For this purpose, the Audit Committee has a charter (which is reviewed annually) and performs several

The Audit Committee charter is available on our website at dariohealth.investorroom.com under the “For Investors / Corporate Governance” section.

For this purpose, the Audit Committee has a charter (which is reviewed annually) and performs several functions.

The Audit Committee charter is available on our website at www.dariohealth.investorroom.com under the “For Investors--Corporate Governance” section.

The Audit Committee:

4 unchanged sentences

● oversees all aspects our systems of internal accounting control and corporate governance functions on behalf of the Board of Directors.

The Audit Committee met telephonically on five occasions during the fiscal year ended December 31, 2025 and acted by unanimous written consent on four occasions.

Each of the members of the Audit Committee attended 100% of the meetings held by the Audit Committee during the time each director served as a member of the committee.

Compensation Committee

4 unchanged sentences

The Compensation Committee has a charter (which is reviewed annually) and performs several functions.

The Compensation Committee charter is available on our website at dariohealth.investorroom.com under the “For Investors / Corporate Governance” section.

The Compensation Committee charter is available on our website at www.dariohealth.investorroom.com under the “For Investors--Corporate Governance” section.

The Compensation Committee has the authority to directly engage, at our expense, any compensation to consultants, or other advisers as it deems necessary to carry out its responsibilities in determining the amount and form of employee, executive and director compensation.

The Compensation Committee met in person on one occasion during the fiscal year ended December 31, 2025 and acted by unanimous written consent on twelve occasions.

Each of the members of the Compensation Committee attended 100% of the meetings held by the Compensation Committee during the time each director served as a member of the committee.

Nominating and Corporate Governance Committee

4 unchanged sentences

This committee also has the authority to oversee the hiring of potential executive positions in our company.

The Nominating and Corporate Governance Committee operates under a written charter, which will be reviewed and evaluated at least annually.

The Nominating and Corporate Governance Committee operates under a written charter, which is reviewed and evaluated at least annually.

The Nominating and Corporate Governance Committee acted by unanimous written consent on five occasions during the fiscal year ended December 31, 2025.

Director Independence

4 unchanged sentences

Code of Ethics

On March 5, 2013, our Board of Directors adopted a Code of Business Conduct and Ethics and Insider Trading Policy which applies to all insiders including our principal executive officer, principal financial officer, and principal

accounting officer.

Our Code of Business Conduct and Ethics is available on our website at www.mydario.com under the Investors/Governance section.

On May 15, 2022, our Board of Directors adopted our updated Code of Conduct which is available on our website at https://dariohealth.investorroom.com/CorporateGovernance.

The information on our website is not incorporated by reference into this Report.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Ethics by posting such information on the website address specified above.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Conduct by posting such information on the website address specified above.

Insider Trading Policy

19 unchanged sentences

(Chief Executive Officer)

Zvi Ben David

Chen Franco Yehuda

(Chief Financial Officer)

Richard Anderson

(Former President)

Zvi Ben David

(Former Chief Financial Officer)

Steven Nelson

(Chief Commercial Officer) (20)

Tomer Ben Kiki

(Former Chief Operations Officer) (20)

Certain compensation paid by the company is denominated in New Israeli Shekel (or the NIS).

Certain compensation paid by the company is denominated in NIS.

Such compensation is calculated for purposes of this table based on the annual average currency exchange for such period.

6 unchanged sentences

Raphael’s monthly salary, most recently on April 1, 2021, when his monthly salary was increased to NIS 137,466 (approximately $37,078 per month).

(2) In March 2023, Mr.

(2) In January 2025, Mr.

Raphael was paid a bonus of $249,860 for his performance during 2024.

(3) On September 11, 2025, Mr.

Raphael was granted 60,000 restricted shares of our common stock under our 2020 Equity Incentive Plan.

On March 6, 2024, Mr.

3 unchanged sentences

These benefits, as well as other social benefits under Israeli law, are included as part of his “All Other Compensation.”

(5) In accordance with her employment agreement with our Company effective May 15, 2025, Ms.

Franco is entitled to a monthly salary and additional compensation (excluding social benefits under applicable Israeli law) of NIS 82,000 (approximately $26,000).

(6) On April 18, 2025, the Board of Directors appointed Ms.

Chen Franco-Yehuda to serve as the Company’s Chief Financial Officer, Treasurer and Secretary, effective as of May 15, 2025.

In connection with her appointment, the Company agreed to issue Ms.

Franco-Yehuda 25 ,000 restricted shares of the Company’s common stock, pursuant to the Company’s Amended and Restated 2020 Equity Incentive Plan, as amended.

On September 11, 2025, Ms.

Franco was granted 5,000 restricted shares of our common stock under our 2020 Equity Incentive Plan.

(7) In addition to her salary, Ms.

Chen Franco-Yehuda is entitled to receive a mobile phone during her employment as well as reimbursements for expenses accrued.

These benefits, as well as other social benefits under Israeli law, are included as part of her “All Other Compensation.”

(8) In accordance with his employment agreement with our company effective January 8, 2015, Mr.

4 unchanged sentences

Since March 2015, the Compensation Committee has approved several increases to Mr.

Ben David’s salary, most recently on March 1, 2024, when his monthly salary was updated to NIS 105,000 (approximately $28,471)

(6) In March 2023, Mr.

Ben David was paid a bonus of $31,479 for his performance during 2022.

Ben David’s salary, on March 1, 2024, when his monthly salary was updated to NIS 105,000 (approximately $28,471).

On April 18, 2025, the Company, through its wholly owned subsidiary Labstyle Innovation Ltd., executed a Termination of Employment and Separation Agreement with Mr.

Ben David, pursuant to which Mr.

Ben David’s position as Chief Financial Officer, Secretary and Treasurer, terminated effective May 15, 2025.

We also agreed to pay Mr.

Ben-David, in lieu of his notice period and accrued vacation, a reduced monthly payment of 52,500 NIS (approximately $14,266) for the period from July 1, 2025 through December 31, 2025, and 47,775 NIS (approximately $12,982) for the period January 1, 2026 through October 31, 2027.

The amounts payable to Mr.

Ben David pursuant to the Termination of Employment and Separation Agreement are reflected in the compensation amounts reported in the table above.

(9) On March 6, 2024, Mr.

1 unchanged sentence

(10) In addition to his salary, Mr.

Ben David is entitled to receive a mobile phone during his employment as well as reimbursements for expenses accrued.

Ben David was entitled to receive a mobile phone during his employment as well as reimbursements for expenses accrued.

These benefits, as well as other social benefits under Israeli law, are included as part of his “All Other Compensation.”

(9) In accordance with his employment agreement, effective in January 2020, Mr.

Anderson was entitled to a monthly salary of $27,916.67.

As of April 2022, Mr.

Anderson was entitled to a monthly salary of $33,333.33.

(10) In April 2023, Mr.

Anderson was paid a bonus of $80,000 for his performance during 2022.

(11) On March 6, 2024, Mr.

Anderson was granted 750,000 options to purchase shares of our common stock under our 2020 Equity Incentive Plan, at an exercise price of $1.68 per share.

(12) In addition to his salary, Mr.

Anderson was entitled to participate in any and other benefit plans and programs that we may offer to our employees from time to time according to the terms of such plans and our practices and policies as well as reimbursements for expenses accrued.

These benefits are included as part of his “All Other Compensation.”

(11) In accordance with his employment agreement, effective in June 2024, Mr.

5 unchanged sentences

These benefits are included as part of his “All Other Compensation.”

(16) In accordance with his employment agreement, effective in February 2024, Mr.

Ben-Kiki was entitled to a monthly salary of $35,417.

(17) On February 15, 2024, Mr.

Ben-Kiki was granted 717,946 options to purchase shares of our common stock as an inducement grant pursuant to Nasdaq Listing Rule 5635 (c)(4), at an exercise price of $2.55 per share.

On November 4, 2024, Mr.

Ben-Kiki was granted a Warrant to purchase 319,653 shares of our common stock at an exercise price of $0.9475 per share.

(18) In addition to his salary, Mr.

Ben-Kiki was entitled to participate in any and other benefit plans and programs that we may offer to our employees from time to time according to the terms of such plans and our practices and policies as well as reimbursements for expenses accrued.

These benefits are included as part of his “All Other Compensation.”

All compensation awarded to our executive officers was independently reviewed by our Compensation Committee.

9 unchanged sentences

Raphael kept his monthly salary and shall be eligible for an annual bonus equal to up to 60% of his annual base salary.

Raphael’s employment agreement expires on December 31, 2020.

In the event Mr.

1 unchanged sentence

Raphael for good reason as provided thereby, or in conjunction with a change of control, Mr.

Raphael shall be entitled to receive 24 months base salary and severance payment pursuant to applicable Israeli severance law, provided, however, that in the event such termination occurs during the final year of the term, or within the last 6 months of a renewal period of the term, Mr.

within the last 6 months of a renewal period of the term, Mr.

Raphael shall be entitled to receive 12 months base salary and severance payment pursuant to applicable Israeli severance law.

4 unchanged sentences

Raphael is entitled to certain expense reimbursements and other standard benefits, including vacation, sick leave, contributions to a manager’s insurance policy and study fund and car and mobile phone allowances.

On February 12, 2020, we extended the term of Mr.

Raphael’s employment to expire on December 31, 2022.

Zvi Ben David , Chief Financial Officer, Treasurer and Secretary – On January 8, 2015, LabStyle Innovation Ltd., our Israeli subsidiary, entered into a Personal Employment Agreement with Mr.

Pursuant to the terms of his employment agreement, as amended, Mr.

Ben David is entitled to a monthly salary of NIS 105,000 (approximately $28,471) and a target bonus equal to 40% of his base salary.

Ben David's employment agreement may be terminated by either party at will upon 90 days prior written notice or terminated by us for cause, as defined under the employment agreement.

In the event the employment agreement is terminated by us at will, Mr.

Ben David shall be entitled to receive 90 days of severance plus any required severance payment pursuant to applicable Israeli severance law.

In the event the employment agreement is terminated by us for cause, Mr.

Ben David will only be entitled to a severance pay under applicable Israeli severance law.

The employment agreement also includes a twelve-month non-competition and non-solicitation provision, certain confidentiality covenants and assignment of any of his company-related inventions to the company.

Under the terms of the employment agreement, Mr.

Ben David is entitled to certain expense reimbursements and other standard benefits, including vacation, sick leave, contributions to a manager’s insurance policy and study fund and mobile phone allowances.

Steven Nelson, Chief Commercial Officer – On June 5, 2024, we appointed Mr.

On February 12, 2020, we extended Mr.

Raphael’s employment term to expire on December 31, 2022.

The employment agreement has since renewed automatically, continuing for additional one-year terms.

According to the agreement, if we and Mr.

Raphael do not mutually agree to extend or terminate the agreement before the end of any set term, as is the current situation, the employment agreement will automatically renew and continue for additional one-year terms following the expiration date.

Chen Franco-Yehuda, Chief Financial Officer, Treasurer and Secretary — On April 18, 2025, the Board appointed Ms.

Franco-Yehuda, as our Chief Financial Officer, Treasurer and Secretary effective May 15, 2025.

In connection with her appointment, we, through our wholly owned subsidiary Labstyle Innovation Ltd., entered into an employment agreement and a standard indemnification agreement with Ms.

Franco-Yehuda.

Pursuant to the terms of her Employment Agreement, we agreed to pay Ms.

Franco-Yehuda a monthly salary of NIS 82,000 (approximately $26,000), as well as a target bonus equal to a gross amount of up to six times her base salary, subject to meeting certain milestones as annually approved by the Compensation Committee and/or the Board.

Franco-Yehuda’s employment agreement may be terminated by either party at will upon 90 days prior written notice or terminated by us for cause, as defined under the employment agreement.

In the event the employment agreement is terminated by us or by her at will, Ms.

Franco-Yehuda shall be entitled to receive a minimum of 90 days of severance plus any required severance payment pursuant to applicable Israeli severance law, including an adjustment period where she will continue to receive severance (whereby Ms.

Franco will accrue one month of an adjustment period for each year of her employment, commencing as of April 27, 2025, but in no event will the adjustment period exceed six (6) months in the aggregate).

In the event the employment agreement is terminated by the Company for cause, Ms.

Franco-Yehuda will only be entitled to a severance pay under applicable Israeli severance law.

In the event of a change of control of the Company, Ms.

Franco-Yehuda will be entitled to a six (6) month adjustment period and a full acceleration of any unvested awards.

The Employment Agreement also includes a twelve-month non-competition and non-solicitation provision, certain confidentiality covenants and assignment of any of her company-related inventions to the company.

Under the terms of the Employment Agreement, Ms.

Franco-Yehuda is entitled to certain expense reimbursements and other standard benefits, including vacation, sick leave, contributions to a manager’s insurance policy and study fund and mobile phone allowances.

In addition, we issued to Ms.

Franco-Yehuda 25,000 restricted shares of Common Stock, pursuant to our Amended and Restated 2020 Equity Incentive Plan, as amended.

The restricted shares vest over three years, with one third of such shares vesting on April 27, 2026, and the remaining shares vesting in equal quarterly amounts.

On September 11, 2025, we issued 5,000 restricted shares Common Stock to Ms.

Chen Franco-Yehuda, pursuant to our Amended and Restated 2020 Equity Incentive Plan.

The restricted shares vest in two equal installments on the last day of each successive annual anniversary after the grant date over a two-year period.

Steven Nelson, Chief Commercial Officer and President – On June 5, 2024, we appointed Mr.

Nelson as our Chief Commercial Officer.

15 unchanged sentences

Nelson becoming an employee of the Company, in accordance with Nasdaq Listing Rule 5635(c)(4).

Richard Anderson, Former President and General Manager of North America – On January 7, 2020, we appointed Mr.

Anderson as our President and General Manager of North America.

In connection with Mr.

Anderson’s appointment, we agreed to pay Mr.

Anderson an annual base salary of $335,000.

Anderson was also entitled to certain expense reimbursements and other standard benefits, including vacation and sick leave.

On April 1, 2022 Mr.

Anderson’s base salary was increased to $400,000.

In addition, Mr.

Anderson was entitled to receive an annual incentive bonus of up to $250,000, subject to certain milestones and performance targets.

In addition, and in conjunction with his appointment as President and General Manager of North America, we agreed to issue Mr.

Anderson a stock option to purchase up to 90,000 shares of common stock at an exercise price of $8.41 per share, subject to vesting.

Anderson was also issued a stock option to purchase up to 90,000 shares of common stock at an exercise price of $8.41 per share, subject to vesting and the achievement of certain business revenue targets.

In that regard, Mr.

Anderson’s option will vest as follows:

(i) 22,500 shares shall vest following fiscal year 2020 if our business-to-business revenues reach or exceed $6 million in the aggregate, or a pro-rated amount equal to the percentage achievement of such target, assuming the Company’s GAAP revenues in 2020 will reach at least $11 million in the aggregate;

(ii) 22,500 shares shall vest following fiscal year 2021 if our business-to-business revenues reach or exceed $15 million in the aggregate, or a pro-rated amount equal to the percentage achievement of such target, assuming the Company’s GAAP revenues in 2021 will reach at least $19.5 million in the aggregate;

(iii) 22,500 shares shall vest following fiscal year 2022 if our business-to-business revenues reach or exceed $40 million in the aggregate, or a pro-rated amount equal to the percentage achievement of such target, assuming the Company’s GAAP revenues in 2022 will reach at least $38 million in the aggregate;

and (iv) 22,500 shares shall vest following fiscal year 2023 if our business-to-business revenues reach or exceed $80 million in the aggregate, or a pro-rated amount equal to the percentage achievement of such target, assuming the Company’s GAAP revenues in 2023 will reach at least $62 million in the aggregate.

The performance options for 2020, 2021, 2022 and 2023 did not vest and have expired.

On May 30, 2024, we and Mr.

Anderson, mutually agreed that Mr.

Anderson would cease serving in his role as President of the Company and would continue as a consultant and member of Advisory Board.

Tomer Ben-Kiki, Former Chief Operating Officer .

Ben-Kiki acted as the Company’s Chief Operating Officer between February 15, 2024 and August 7, 2024.

Ben-Kiki’s employment agreement he was entitled to earn an annual salary of $212,000 for his work in the United States, and 65,000 NIS per month for his work in Israel.

Ben-Kiki was also entitled to a bonus of up to 20% of his base salary, subject to certain performance objectives as defined by the Board of Directors.

In addition, he was entitled to receive a stock option to purchase up to 1,017,947 shares of Common Stock, at an exercise price of $2.55 per share, which were granted as an inducement material to Mr.

Ben-Kiki becoming an employee of the company, in accordance with Nasdaq Listing Rule 5635(c)(4)..

On August 7, 2024, we and Tomer Ben-Kiki, mutually agreed that Mr.

Ben-Kiki would be relieved from his role as Chief Operating Officer and re-assigned to serve in a non-executive management role as our Chief Technology Officer.

In connection with his departure from his role, we made a consulting agreement with Mr.

Outstanding Equity Awards at December 31, 2024

On September 11, 2025, we issued 30,000 restricted shares of Common Stock to Mr.

Nelson, pursuant to our Amended and Restated 2020 Equity Incentive Plan.

The restricted share vest on the last day of the second-year anniversary after the grant date.

Zvi Ben David , Former Chief Financial Officer, Treasurer and Secretary – On January 8, 2015, LabStyle Innovation Ltd., our Israeli subsidiary, entered into a Personal Employment Agreement with Mr.

Pursuant to the terms of his employment agreement, as amended, Mr.

Ben David is entitled to a monthly salary of NIS 105,000 (approximately $28,471) and a target bonus equal to 40% of his base salary.

The employment agreement also included a twelve-month non-competition and non-solicitation provision, certain confidentiality covenants and assignment of any of his company-related inventions to the company.

Under the terms of the employment agreement, Mr.

Ben David was entitled to certain expense reimbursements and other standard benefits, including vacation, sick leave, contributions to a manager’s insurance policy and study fund and mobile phone allowances.

On April 18, 2025, the Company, through its wholly owned subsidiary Labstyle Innovation Ltd., executed a Termination of Employment and Separation Agreement with Mr.

Ben David, pursuant to which Mr.

Ben David’s position as Chief Financial Officer, Secretary and Treasurer, terminated effective May 15, 2025.

We also agreed to pay Mr.

Outstanding Equity Awards on December 31, 2025

Option Awards

unexercisable

(Chief Executive Officer)

Chen Franco Yehuda

(Chief Financial Officer, Secretary and Treasurer)

Zvi Ben David

February 12, 2026

(Chief Financial Officer, Secretary and Treasurer)

Richard Anderson

January 30, 2026

(President and General Manager of North America)

January 19, 2031

March 6, 2034

(Former Chief Financial Officer, Secretary and Treasurer)

Steven Nelson

(Chief Commercial Officer)

Tomer Ben-Kiki

February 15, 2034

(Former Chief Operating Officer)

(Chief Commercial Officer and President)

Total Option Shares

(1) Vests in 12 equal quarterly installments over a three-year period.

(2) One third vests after one year followed by 8 equal quarterly amounts over the following two years.

(3) Unvested options were cancelled.

(1) 60,000 stock awards shall vest in two equal installments of 30,000 on the last day of each successive annual anniversary after the grant date over a two-year period.

(2) 25,000 stock awards vest as follows:

(a) 8,334 RSUs vest on April 27, 2026;

and (b) 16,666 RSUs vest in eight equal quarterly installments of 2,083 on July 27, 2026, and every three months thereafter.

(3) 5,000 stock awards shall vest in two equal installments of 2,500 on the last day of each successive annual anniversary after the grant date over a two-year period.

(4) 12,500 vests in 6 equal quarterly amounts over the following two years.

(5) 30,000 stock awards shall vest on the last day of the second-year anniversary after the grant date.

We do not have any formal policy that requires us to grant, or avoid granting, equity-based compensation at certain times.

4 unchanged sentences

In March 2013, our Board of Directors adopted the following non-employee director remuneration policy:

Cash Payments

Our non-employee directors (currently Messrs.

Shaked, Matheis, McGrath, Kaplan, Stern and Ms.

Shaked, Matheis, McGrath, Leisure, Stern and Ms.

Karah) will receive the following cash payments for each fiscal year:

(i) $50,000 per year, to be paid quarterly in arrears and (ii)

$20,000 for Board committee service, to be paid quarterly in arrears.

Commencing the second quarter of 2024 Messrs Shaked, Mathies, Kaplan, Stern and Ms.

(i) $50,000 per year, to be paid quarterly in arrears and (ii) $20,000 for Board committee service, to be paid quarterly in arrears.

Commencing the second quarter of 2024 Messrs Shaked, Mathies, Leisure, Stern and Ms.

Karah have waived their cash compensation.

Stock and Option Awards

On March 6, 2024, the Compensation Committee of our Board of Directors approved the following issuances, each was done under our 2020 Equity Incentive Plan:

(i) 90,000 restricted shares of our common stock to Mr.

(ii) 80,000 restricted shares of our common stock to Mr.

and (iii) 70,000 restricted shares of our common stock to each of Ms.

On February 24, 2025, our Compensation Committee of our Board of Directors, (i) approved to accelerate the vesting of 1 ,750 restricted shares of our Common Stock;

(ii) approved the grant of 1,500 restricted shares of Common Stock to Mr.

On September 11, 2025, the Compensation Committee approved the following issuances, pursuant to our Amended and Restated 2020 Equity Incentive Plan:

(i) 20,000 restricted shares of our Common Stock to each of Mr.

Shaked, and Ms.

The restricted shares vest in two equal installments on the last day of each successive annual anniversary after the grant date over a two-year period;

and (ii) 20,000 restricted shares of our Common Stock to each of Mr.

Stern and Mr.

On February 24, 2025, our Compensation Committee of our Board of Directors approved to accelerate the vesting of 35,000 restricted shares of our common stock as well as approved the grant of 30,000 restricted shares of Common Stock to Mr.

The restricted share vest on the last day of the second-year anniversary after the grant date.

All such grants include a change in control section that accelerates the vesting day in case of change in control event.

Compensation Committee Review

The Compensation Committee shall, if it deems necessary or prudent in its discretion, reevaluate and approve in January of each such year (or in any event prior to the first board meeting of such fiscal year) the cash and equity awards (amount and manner or method of payment) to be made to non-employee directors for such fiscal year.

The Compensation Committee shall, if it deems necessary or prudent in its discretion, reevaluate and approve each year the cash and equity awards (amount and manner or method of payment) to be made to non-employee directors for such fiscal year.

In making this determination, the Compensation Committee shall utilize such market standard metrics as it deems appropriate, including, without limitation, an analysis of cash compensation paid to independent directors of our peer group.

4 unchanged sentences

New directors joining our Board of Directors shall be entitled to a pro-rated portion (based on months to be served in the fiscal year in which they join) of cash and stock option or other equity incentive awards (if applicable) for the applicable fiscal year at the time they join the board.

Prior Awards to Management

On November 4, 2024, our Compensation Committee approved amendments to certain previously issued awards of restricted shares of common stock in the aggregate amount of 68,750 and 250,000 shares of common stock, respectively, granted to Mr.

Erez Raphael, our Chief Executive Officer, and Mr.

Zvi Ben David, our Chief Financial Officer, in the aggregate amount of 23,750 and 125,000 shares of common stock, respectively, on May 18, 2022 and March 6, 2024 (collectively, the “Prior Awards”) to permit an immediate acceleration of the unvested portion of the Prior Awards in the event of change in control of the Company.

Summary Director Compensation Table

3 unchanged sentences

Dennis Matheis

Amount shown does not reflect dollar amount actually received.

Instead, this amount reflects the aggregate grant date fair value of each stock option granted in the fiscal year ended December 31, 2024, computed in accordance with the provisions of ASC 718.

Assumptions used in accordance with ASC 718 are included in Note 9 to our consolidated financial statements included in this Annual Report.

Lawrence Leisure

(1) 7,738 stock awards are outstanding as of December 31, 2025.

(2) No option awards are outstanding as of December 31, 2024.

(2) 5,579 stock awards are outstanding as of December 31, 202 5 .

(4) No option awards are outstanding as of December 31, 2024.

(3) 6,881 stock awards are outstanding as of December 31, 2025 .

1 unchanged sentence

(5) 10,965 stock awards are outstanding as of December 31, 2025 .

(8) No option awards are outstanding as of December 31, 2024.

(6) 13,665 stock awards are outstanding as of December 31, 2025 .

(10) No option awards are outstanding as of December 31, 2024.

(7) 8,918 stock awards are outstanding as of December 31, 2025 .

(12) No option awards are outstanding as of December 31, 2024.

(8) 12,900 stock awards are outstanding as of December 31, 2025 .

Kaplan resigned from the Board of Directors on February 23, 2025.

5 unchanged sentences

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially owned, subject to applicable community property laws.

Except as otherwise indicated, each person or entity named in the table has sole voting

and investment power with respect to all shares of our capital shown as beneficially owned, subject to applicable community property laws.

In computing the number and percentage of shares beneficially owned by a person, shares that may be acquired by such person within 60 days of the date of this Annual Report are counted as outstanding, while these shares are not counted as outstanding for computing the percentage ownership of any other person.

4 unchanged sentences

Erez Raphael (2)

Zvi Ben David (3)

Richard Anderson (5)

Tomer Ben Kiki (6)

Chen Franco-Yehuda (3)

Lawrence Leisure

Hila Karah (9)

Yoav Shaked (10)

Adam Stern (5)

3 unchanged sentences

Nantahala Capital Management, LLC.

Solid Financial, LLC.

Tasso Partners, LLC.

Craig Kallman 2015 Living Trust (9)

less than 1%.

(1) Percentage ownership is based on 7, 300 , 406 shares of our common stock outstanding as of March 11, 2026 and, for each person or entity listed above, warrants or options to purchase shares of our common stock which exercisable within 60 days of such date.

(2) Includes 1,315,242 vested restricted shares.

Also includes 37,876 shares of our common stock, held by Dicilyon Consulting and Investment Ltd.

(2) Includes 1,894 shares of our common stock, held by Dicilyon Consulting and Investment Ltd.

Erez Raphael is the natural person with voting and dispositive power over our securities held by Dicilyon Consulting and Investment Ltd.

1 unchanged sentence

is 10 Nataf St., Ramat Hasharon 4704063, Israel.

(3) Includes 27,827 vested options to purchase common stock and 523,312 vested restricted shares.

Includes 1,786 shares owned by his spouse, for which Mr.

Ben David disclaims beneficial ownership except to the extent of his pecuniary interest therein.

(4) Excludes 500,000 options which are not vested.

(5) Includes 867,902 vested options to purchase common stock and 93,695 vested restricted shares.

Excludes 198,750 options which are not vested.

(6) Includes 398,294 vested options to purchase common stock and 106,552 vested warrants to purchase common stock.

Excludes 213,101 warrants which are not vested.

(7) Includes 116,411 vested restricted shares.

(8) Includes 162,500 vested restricted shares and warrants to purchase 125,000 shares of common stock.

(9) Includes 150,356 vested restricted shares.

(10) Includes 143,350 vested restricted shares.

Includes 1,667 shares owned by his spouse, for which Mr.

Shaked disclaims beneficial ownership except to the extent of his pecuniary interest therein.

(11) Includes 133,017 vested restricted shares.

Includes 250 C preferred shares exercisable into 124,000 shares of common stock.

Includes warrants exercisable into 507,648 shares of common stock, subject to a contractual beneficial ownership limitation of 4.99%.

(12) Includes 52,084 vested options to purchase common stock and 70,120 vested restricted shares.

Excludes 2,916 options which have not been vested.

(13) Based solely on information contained in Form 13G/A filed with the SEC on February 14, 2025, and data provided by the holder.

Includes 277,546 pre-funded warrants to purchase common stock issued in May 2019 and preferred shares convertible into 933,451 shares of common stock, subject to a contractual beneficial ownership limitation of 9.99% and excludes preferred shares convertible into 3,803,747 shares of common stock, 386,129 pre-funded warrants issued on July 31, 2020, and 331,814 pre-funded warrants issued on February 28, 2022.

(14) Based solely on information contained in Form 13G/A filed with the SEC on February 12, 2025.

The securities are held in discretionary accounts managed by Solid Financial LLC, where the firm has the power to vote and dispose of such securities on behalf of its clients.

(15) Based solely on information contained in Form 13G filed with the SEC on December 13 2024, and data provided by the holder.

Includes (i) 1,394,721 shares of Common Stock, (ii) shares of Preferred C Stock convertible into 1,222,772 shares of Common Stock, and (iii) shares of Preferred C-2 Stock convertible into 23,364 shares of Common Stock, 385,000 warrants to purchase common stock which are beneficially owned by Dana Carrera is the trustee of the GCL Family Trust, and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.

(3) Includes 8,334 restricted shares which vest within 60 days.

(4) Includes 14,584 vested options to purchase common stock and 4,750 shares of common stock purchased privately as reported on Form 4.

(5) Includes warrants exercisable into 25,383 shares of common stock.

subject to a contractual beneficial ownership limitation of 4.99%.

(6) Includes 2,750 vested options to purchase common stock.

(7) Based on information contained in Form 13G/A filed with the SEC on February 13, 20256, and data provided by the holder.

(i) 610,691 shares of Common Stock and (ii) 1,140,444 pre-funded warrants to purchase Common Stock, subject to a contractual beneficial ownership limitation of 9.99%.

(8) Based on information contained in Form 13G/A filed with the SEC on November 12, 2025.

Consists of (i) 7 12 , 871 shares of common stock and (ii) pre-funded warrants exercisable into 1,113,078 shares of common stock, which contain a contractually stipulated 9.99% ownership restriction and which are beneficially owned by Dana Carrera, which is the trustee of GCL Family Trust, and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.

(9) Based on information contained in Form 13G filed with the SEC on December 16, 2025, and data provided by the holder.

Includes (i) 604,803 shares of common stock held by the Reporting Person, and (ii) pre-funded warrants exercisable into 124,031 shares of common stock, which contain a contractually stipulated 9.99% ownership restriction (and which are beneficially owned by Craig Kallman, who is the trustee of the Trust), and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.

Certain Relationships and Related Party Transactions

5 unchanged sentences

All transactions (if any) between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.

On December 28, 2023, we entered into a placement agency agreement (the “Placement Agency Agreement”) with Aegis Capital Corp.

(“Aegis”), as amended on January 31, 2024, with respect to the offering of the Series C Preferred Stock.

On December 28, 2023, we entered into a placement agency agreement with Aegis, as amended on January 31, 2024, with respect to the offering of the Series C Preferred Stock.

Pursuant to the terms of the placement agency agreement, in connection with each closing of the offering, we agreed to pay Aegis an aggregate cash fee representing 10% of aggregate proceeds raised in the offering (and fees representing 5% and 1.5% for certain company introduced investors), non-accountable expense allowance representing 3% of aggregate proceeds raised in the offering (and fees representing 1.5% and none for certain Company introduced investors).

In addition, we will issue to Aegis or its designees warrants (the “Placement Agent Warrant”) to purchase shares of common stock representing 14.5% of the equivalent shares of Common Stock issuable upon initial conversion of the Series C Preferred Stock at an exercise price equal to the consolidated bid price of the common stock as of the date of such closing.

In addition, we will issue to Aegis or its designees warrants to purchase shares of common stock representing 14.5% of the equivalent shares of Common Stock issuable upon initial conversion of the Series C Preferred Stock at an exercise price equal to the consolidated bid price of the common stock as of the date of such closing.

The placement agent warrant provides for a cashless exercise feature and are exercisable for a period of five years from the date of closing.

We also granted the Placement Agent the right of first refusal, for a twelve (12) month period after the final closing of the offering, to serve as the Company’s lead or co-placement agent for any proposed private placement of our securities (equity or debt) that is proposed to be consummated to investors in the United States with the assistance of a registered broker dealer.

Adam Stern, a member of our Board of Directors, has an interest, and will receive fees due to Aegis.

On April 3, 2020, we entered into a financial advisory agreement with Aegis Capital Corp., pursuant to which we agreed to pay Aegis Capital Corp.

(“Aegis”) certain a fee of up to 3% of any proceeds from sales derived by us through commercial transactions entered into with parties introduced by Aegis.

In addition, on April 3, 2020, we entered into a Sales Fee Agreement with Aegis, pursuant to which we agreed to pay Aegis a fee of up 4.5% of consideration we may receive in a business development transaction (including, any joint-venture, partnership, strategic collaboration or investment, licensing transaction, co-promotion or distribution agreement or other profit or revenue sharing, or similar business arrangement) from parties introduced by Aegis.

We also granted the Aegis the right of first refusal, for a twelve (12) month period after the final closing of the offering, to serve as the Company’s lead or co-placement agent for any proposed private placement of our securities (equity or debt) that is proposed to be consummated to investors in the United States with the assistance of a registered broker dealer.

Adam Stern, a member of our Board of Directors, has an interest, and received fees due to Aegis.

On April 3, 2020, we entered into a financial advisory agreement with Aegis Capital Corp., pursuant to which we agreed to pay Aegis certain a fee of up to 3% of any proceeds from sales derived by us through commercial transactions entered into with parties introduced by Aegis.

from parties introduced by Aegis.

To date, we have not paid Aegis any fees as a result of these agreements.

5 unchanged sentences

On February 24, 2025, we and NearWater entered into a Second Amendment to the Consulting Agreement pursuant to which we agreed to pay NearWater a monthly retainer of $5,000 beginning on September 1, 2024, increasing to $10,000 per month on January 1, 2025.

In September 2025, the Compensation Committee approved the grant of 20,000 restricted shares subject to time vesting to the director.

The time-vesting restricted shares shall vest on the last day of the second-year anniversary commencing on the respective grant date.

The restricted shares were issued under Amended and Restated 2020 Equity Incentive Plan.

Lawrence Leisure, a member of our Board of Directors, is a Member of NearWater.

Leisure has in interest in, and will receive, the compensation due to NearWater.

To the best of our knowledge, other than as set forth above, there were no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the

immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the ordinary course of business).

Leisure has an interest in, and will receive, compensation due to NearWater.

Principal Accounting Fees and Services

The following table sets forth fees billed to us by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, our independent registered public accounting firm, during the fiscal years ended December 31, 2024 and December 31, 2023 for:

The fees for services provided by our independent registered public accounting firm to the Company and paid in the last two fiscal years were as follows:

(i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements;

8 unchanged sentences

Audit Committee Policies

The Audit Committee of our Board of Directors is solely responsible for the approval in advance of all audit and permitted non-audit services to be provided by the independent auditors (including the fees and other terms thereof), subject to the de minimus exceptions for non-audit services provided by Section 10A(i)(1)(B) of the Exchange Act, which services are subsequently approved by the Board of Directors prior to the completion of the audit.

subject to the de minimus exceptions for non-audit services provided by Section 10A(i)(1)(B) of the Exchange Act, which services are subsequently approved by the Board of Directors prior to the completion of the audit.

None of the fees listed above are for services rendered pursuant to such de minimus exceptions.

On March 12, 2025, our Audit Committee dismissed Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm.

In addition, on March 12, 2025, our Audit Committee appointed Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, or PwC, as our independent registered public accounting firm for the fiscal year ending December 31, 2025, whose appointment took place upon the dismissal of our former auditors.

As of December 31, 2025, we have accrued approximately $265,000 for the annual audit fees and tax fees for the fiscal year ending December 31, 2025, which we expect to pay PwC during fiscal year 2026.

Exhibits, Financial Statement Schedules.

The following exhibits are filed with this Annual Report.

Composite copy of Certificate of Incorporation, as amended (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2020).

Amended and Restated Certificate of Incorporation, as amended on February 2, 2026 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2026).

Bylaws (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 19, 2024).

Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Convertible Preferred Stock of the Company ( incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on December 3, 2019).

Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2023).

Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock of DarioHealth Corp.

(incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on June 28, 2024).

Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Preferred Stock ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2023).

Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B-2 Preferred Stock ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2023).

Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Preferred Stock of DarioHealth Corp.

(incorporated by reference to Exhibit 3.2 filed with the Company’s Current Report on Form 8-K filed on June 28, 2024).

Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B-3 Preferred Stock ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2023).

Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B-3 Preferred Stock of DarioHealth Corp.

(incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on September 13, 2024).

Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2024).

Certificate of Designation of Preferences, Rights and Limitations of Series C-1 Preferred Stock ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2024).

Certificate of Designation of Preferences, Rights and Limitations of Series C-2 Preferred Stock ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2024).

Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2024).

Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Preferred Stock ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2024).

Certificate of Designation of Preferences, Rights and Limitations of Series D-2 Preferred Stock ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2025).

Certificate of Designation of Preferences, Rights and Limitations of Series D-3 Preferred Stock ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2025).

Form of Pre-Funded Warrant ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2019).

4 unchanged sentences

Form of Warrant to be issued to OrbiMed Royalty and Credit Opportunities III, LP ( incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022).

Form of Warrant issued to Avenue Venture Opportunities Fund L.P.

( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2023).

Form of Warrant Amendment Agreement, dated June 14, 2023 ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2023).

1 unchanged sentence

Form of Placement Agent Warrant ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2024).

Form of Amendment to Warrant issued to Avenue Venture Opportunities Fund II, L.P.

and Avenue Venture Opportunities Fund, L.P.

( incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024).

Form of Second Amendment to Warrant issued to Avenue Venture Opportunities Fund II, L.P.

and Avenue Venture Opportunities Fund, L.P.

Form of Third Amendment to Warrant issued to Avenue Venture Opportunities Fund II, L.P.

and Avenue Venture Opportunities Fund, L.P.

Form of Warrant (incorporated by reference to Exhibit 4.1 filed with the Company’s Current Report on Form 8-K filed on May 6, 2025).

Personal Employment Agreement, dated January 8, 2015, between the Company and Zvi Ben David (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 9, 2015).

Amended and Restated 2012 Equity Incentive Plan of the Company ( incorporated by reference to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 19, 2016).

Termination of Employment and Separation Agreement, dated April 18, 2025, between DarioHealth Corp.

and Zvi Ben-David (incorporated by reference to Exhibit 10.2 filed with the Company’s Current Report on Form 8-K filed on April 21, 2025).

Amendment to the Amended and Restated 2012 Equity Incentive Plan of the Company (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 6, 2019).

2020 Equity Incentive Plan of the Company ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2020).

Amended and Restated 2020 Equity Incentive Plan of the Company ( incorporated by reference to Annex A of the Company’s Definitive Prospectus on Form DEF 14A filed with the Securities and Exchange Commission on December 22, 2025).

Amended and Restated Employment Agreement, dated as of July 25, 2017, between Erez Raphael and LabStyle Innovation Ltd.

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2017).

Employment Agreement, dated as of September 22, 2013, and as amended on August 1, 2014, April 27, 2015 and May 1, 2016, between Dror Bacher and Labstyle Innovation Ltd.

(incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2017).

Amendment No.

1 unchanged sentence

(incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2020).

Stock Option Agreement between DarioHealth Corp.

and Richard Anderson (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2020).

Conditional Stock Option Agreement between DarioHealth Corp.

and Richard Anderson (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2020).

Representative Form of Indemnification Agreements between DarioHealth Corp.

and each of its directors and officers (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2020).

Share Purchase Agreement by and among DarioHealth Corp., LabStyle Innovation Ltd., Upright Technologies Ltd., Vertex C (C.I.) Fund L.P., as holder representative and certain holders of Upright’s outstanding securities, dated January 26, 2021 (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2021).

First Amendment to the 2020 Equity Incentive Plan (incorporated by reference to Annex A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2021).

Form of 2022 Securities Purchase Agreement ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2022).

Termination of Employment and Separation Agreement dated January 23, 2023, by and between Dror Bacher and Labstyle Innovation Ltd.

( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2023).

Amendment to the Company’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 14, 2022).

Agreement and Plan of Merger by and among DarioHealth Corp., WF Merger Sub, Inc., PsyInnovations, Inc., and certain representatives of the former equity holders of PsyInnovations, Inc., dated May 15, 2021 ( incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022).

Amendment to Agreement and Plan of Merger by and between the Company and certain representatives of the former equity holders of PsyInnovations, Inc., dated July 7, 2022 ( incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022).

Credit Agreement, dated June 9, 2022, by and among the Company, as borrower, and OrbiMed Royalty and Credit Opportunities III, LP, as lender ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2022).

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 ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2022).

Registration Rights Agreement, dated June 9, 2022, by and between the Company and OrbiMed Royalty and Credit Opportunities III, LP ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2022).

Exclusive Preferred Partner, Co-Promotion, Development Collaboration and License Agreement by and between Sanofi US Services, Inc.

and DarioHealth Corp., dated February 28, 2022 ( incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2022).

Technology Purchase Agreement by and among Physimax Technologies Ltd., Labstyle Innovation Ltd.

and DarioHealth Corp., dated January 18, 2022 ( incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2022).

Redemption Agreement by and between DarioHealth Corp.

and Richard Allan Anderson dated June 9, 2022.

Form of Preferred Exchange Agreement by and between DarioHealth Corp.

and certain holders of Series A-1 Preferred Stock, dated September 20, 2022 (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2023)

Form of Securities Purchase Agreement for Series B, Series B-1, and Series B-2 Preferred Stock ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2023).

Loan and Security Agreement, dated May 1, 2023, by and among the Company, as borrower, and Avenue Venture Opportunities Fund II, L.P., as lender ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2023).

Form of Preferred Agreement with Series A-1 Convertible Preferred Stockholders ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2023).

Amended and Restated Exclusive Preferred Partner, Co-Promotion, Development Collaboration and License Agreement by and between Sanofi US Services, Inc.

and DarioHealth Corp., dated July 10, 2023 ( incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2023).

Agreement and Plan of Merger dated February 15, 2024, by and among DarioHealth Corp., Twill Merger Sub, Inc., Twill, Inc.

1 unchanged sentence

Lock Up/Leak Out Agreement dated February 15, 2024, by and among DarioHealth Corp., Titan Trust 2024 I, a Delaware statutory trust, and WhiteHawk Capital Partners LP, a Delaware limited partnership ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2024).

Series C Securities Purchase Agreement ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2024).

Amendment No.

1 to Placement Agency Agreement dated January 31, 2024 ( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2024).

First Amendment to Loan and Security Agreement and Supplement, dated February 15, 2024, by and among DarioHealth Corp., PsyInnovations, Inc., LabStyle Innovation Ltd., Avenue Venture Opportunities Fund II, L.P.

and Avenue Venture Opportunities Fund, L.P.

( incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2024).

Personal Employment Agreement, dated February 16, 2024, between DarioHealth Corp.

and Tomer Ben-Kiki (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2024).

Personal Employment Agreement, dated February 16, 2024, between LabStyle Innovation Ltd.

and Tomer Ben-Kiki (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2024).

Offer Letter dated May 29, 2024, by and between DarioHealth Corp.

and Steven Nelson (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on June 5, 2024).

Series D Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 18, 2024).

Amendment to Offer Letter dated May 29, 2024, by and between DarioHealth Corp.

and Steven Nelson (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2025).

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on December 18, 2024).

Third Amendment to Loan and Security Agreement and Supplement, dated December 17, 2024, by and among DarioHealth Corp., PsyInnovations, Inc., LabStyle Innovation Ltd., Avenue Venture Opportunities Fund II, L.P.

and Avenue Venture Opportunities Fund, L.P.

(incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on December 18, 2024).

Credit Agreement, dated April 30, 2025, by and among the Company, as borrower, Callodine Commercial Finance, LLC, as agent and lender, and the financial institutions party thereto from time to time as lenders (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on May 6, 2025).

Personal Employment Agreement, dated April 18, 2025, between DarioHealth Corp.

and Chen Franco-Yehuda (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on April 21, 2025).

Form of Amended and Restated Lock-Up Agreement (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on May 29, 2025)

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 filed with the Company’s Current Report on Form 8-K filed on September 25, 2025).

Form of Warrant Amendment (incorporated by reference to Exhibit 4.1 filed with the Company’s Current Report on Form 8-K filed on November 10 , 2025).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on September 25, 2025).

Form of Second Amended and Restated Lock-Up Agreement (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025).

First Amendment to Credit Agreement, dated November 5, 2025, by and among the Company, as borrower, Callodine Commercial Finance, LLC, as agent and lender, and the financial institutions party thereto from time to time as lenders (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on November 10 , 2025).

Insider Trading Policy .

1 unchanged sentence

Consent of Kost Forer Gabbay and Kaiserer .

Consent of Kesselman & Kesselman .

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934.

1 unchanged sentence

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Clawback Policy.

( incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2024).

Clawback Policy ( incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2024).

The following financial statements from the Company’s annual report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language):

12 unchanged sentences

Chief Executive Officer

/s/ Zvi Ben David

Zvi Ben David

/s/ Chen Franco-Yehuda

Chen Franco-Yehuda

Chief Financial Officer, Secretary and Treasurer

4 unchanged sentences

Director (Principal Executive Officer)

/s/ Zvi Ben David

/s/ Chen Franco Yehuda

Chief Financial Officer, Secretary and

March 19, 2026

Zvi Ben David

Chen Franco Yehuda

Treasurer (Principal Financial and Accounting Officer)

18 unchanged sentences

AS OF DECEMBER 31, 2025

Report of Independent Registered Public Accounting Firm (PCAOB - Firm ID:

Reports of Independent Registered Public Accounting Firm (PCAOB - Firms ID:

Consolidated Balance Sheets

5 unchanged sentences

- - - - - - - - - - - - - - -

Kost Forer Gabbay & Kasierer

Report of Independent Registered Public Accounting Firm

To the board of directors and stockholders of DarioHealth Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of DarioHealth Corp.

and its subsidiaries (the “Company”) as of December 31, 2025, and the related consolidated statements of comprehensive loss, changes in stockholders' equity and cash flows for the year ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Liquidity assessment

As discussed in Note 1f to the consolidated financial statements, management believes that its cash and cash equivalents and short-term bank deposits, are sufficient funds to support its operation for at least the next 12 months.

The Company expects to incur future net losses and the transition to profitability is dependent upon, among other things, the successful commercialization of the Company’s products and the achievement of a level of revenues adequate to support the cost structure.

The principal considerations for our determination that performing procedures related to liquidity assessment is a critical audit matter are the estimation and execution uncertainty regarding the Company’s future cash flows and management’s judgments and assumptions in estimating these cash flows to conclude the Company would have sufficient liquidity to fund its operations for at least the next 12 months.

This in turn led to a high degree of auditor subjectivity and judgment to evaluate the audit evidence supporting the liquidity conclusions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with our overall opinion on the consolidated financial statements.

Our audit procedures included, among others, testing the reasonableness of the forecasted revenue, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund its operations for at least the next 12 months.

We assessed the appropriateness of the forecast assumptions by comparing prior period forecasts to actual results, comparing forecasted revenue to recent historical financial information, inquiring of management regarding the mitigating actions to reduce costs and manage cash flows and assessing whether the mitigating actions were within the Company's control, testing the relevant underlying data generated to prepare the forecast scenarios and determining whether there was adequate support for the assumptions underlying the forecast, considering the terms of the Company's existing loan facility , and evaluating management's analysis of the impact of the above assumptions on the forecasted cash flows.

/s/ Kesselman & Kesselman

Certified Public Accountants (Isr.)

A member firm of PricewaterhouseCoopers International Limited

Tel Aviv, Israel

March 1 9 , 2026

We have served as the Company's auditor since 2025.

Ernst & Young (Israel) Ltd

144 Menachem Begin Road, Building A

1 unchanged sentence

+972-3-6232525

+972-3-5622555

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

We have audited the accompanying consolidated balance sheets of DarioHealth Corp.

and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.

and its subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of comprehensive loss, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

13 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Kost Forer Gabbay & Kasierer

144 Menachem Begin Road, Building A,

Tel-Aviv 6492102, Israel

+972-3-6232525

+972-3-5622555

Revenue Recognition

Description of the Matter

As described in Note 2 and Note 6 to the consolidated financial statements, a significant portion of the Company's revenue is derived from agreements with enterprise business market groups to provide a mobile and web-based digital therapeutics health management programs, data license and related development and implementation services.

The Company contracts with customers often include promises to transfer multiple promises to provide goods and services, which are accounted for separately if they are distinct performance obligations.

In such contracts, the transaction price is then allocated to the distinct performance obligations on a relative standalone selling price basis and revenue is recognized when control of the distinct performance obligation is transferred.

The accounting for contracts with multiple promises requires the company to exercise significant judgment in determining revenue recognition for these contracts and includes:

(a) identification and determination of whether products and services are considered distinct performance obligations that should be accounted for separately based on the terms and conditions of the relevant agreements, (b) determination of stand-alone selling prices for each distinct performance obligation that are not sold separately.

(c) the pattern of transferring control (i.e., timing of when revenue is recognized) for each distinct performance obligation.

Given these factors, the related audit effort in evaluating management’s judgments in determining revenue recognition for these customer contracts was extensive and required a high degree of auditor judgment..

How We Addressed the Matter in Our Audit

For a sample of customers, we:

(1) obtained and read contract source documents, including master agreements, and other documents that were part of the agreement and evaluating management's identification of the contract and the distinct performance obligations based on the terms of the arrangements and the company's accounting policies, (2) tested management’s identification of significant terms for completeness, including the identification and determination of distinct performance obligations, (3) evaluating the methodology and reasonableness of management’s assumptions used for the estimate of stand-alone selling prices on a sample basis for products and services that are not sold separately (4) tested management’s calculations of revenue and the associated timing of revenue recognition.

In addition, we have also evaluated the Company’s disclosures in relation to this matter.

Kost Forer Gabbay & Kasierer

144 Menachem Begin Road, Building A,

Tel-Aviv 6492102, Israel

+972-3-6232525

+972-3-5622555

Going concern assessment

Description of the Matter

As discussed in Note 1 to the consolidated financial statements, the Company has incurred operating losses and negative cash-flow from operations since inception.

The Company’s operations are dependent on its ability to raise additional funds.

This dependency will continue until the Company will be able to completely finance its operations by generating revenue from its products and services.

Management has concluded that, based on its current projections and plans, the Company will be able to satisfy its liquidity requirements for at least one year from the date these financial statements were issued.

We identified the assessment of liquidity and the Company’s ability to continue as a going concern as a critical audit matter due to the subjective judgments required of management to conclude the Company would have sufficient liquidity to sustain itself for at least a year beyond the date of the issuance of the consolidated financial statements.

This in turn led to a high degree of auditor subjectivity and judgment to evaluate the audit evidence supporting the liquidity conclusions.

How We Addressed the Matter in Our Audit

In addressing the matter, our audit procedures included, among others, assessing the reasonableness of forecasted revenue, operating expenses and sources of cash used in management’s assessment to determine whether the company has sufficient liquidity to fund operations for at least one year from the consolidated financial statement issuance date.

This testing included inquiries with management, comparison of prior period forecasts to actual results and consideration of positive and negative evidence impacting management’s forecasts and liquidity.

We also performed sensitivity analyses to assess the impact of changes in the key assumptions included in management's liquidity forecast models.

In addition, we assessed the adequacy of the company’s going concern disclosures included in note 1 to the consolidated financial statements.

Business combinations

Description of the Matter

As described in Note 4 to the consolidated financial statements, On February 15, 2024, the Company acquired 100% of the equity shares of Twill Inc.

The fair value of the consideration was estimated to be 34,456 $Twill Acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”.

Auditing the Company's accounting for the Twill Acquisition was complex due to the significant estimation uncertainty in determining the fair values of identified intangible assets, which consisted of technology of $ 5.6 million and customer relationships of $13.7 million.

The significant estimation uncertainty in determining the fair values of identified intangible assets was primarily due to the sensitivity of the respective fair values to underlying assumptions about the future performance of the acquired business.

The significant assumptions used to estimate the fair value of the technology and customer relationships intangible assets included discount rates and certain assumptions that form the basis of the forecasted results, such as revenue growth rates, profitability margins and estimated costs.

These significant assumptions are forward-looking and could be affected by future economic and market conditions.

Kost Forer Gabbay & Kasierer

144 Menachem Begin Road, Building A,

Tel-Aviv 6492102, Israel

+972-3-6232525

+972-3-5622555

How We Addressed the Matter in Our Audit

To test the estimated fair value of the developed technology and customer relationships intangible assets, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions used by the Company, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

For example, we compared the significant assumptions to current industry, market and economic trends and to the Company's budgets and forecasts, and Twill’s historical operating results.

We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates.

Our valuation specialists’ procedures included, among others, developing a range of independent estimates for the discount rates used in the valuation models and comparing those to the discount rates selected by management.

/s/ KOST FORER GABBAY & KASIERER

A Member of Ernst & Young Global

We have served as the Company’s auditor since 2012.

We have served as the Company’s auditor from 2012 to 2025.

Tel-Aviv, Israel

March 10, 2025

A member firm of Ernst & Young Global Limited

DARIOHEALTH CORP.

19 unchanged sentences

CONSOLIDATED BALANCE SHEETS

dollars in thousands (except stock and stock data)

dollars in thousands (except stock and per share data)

LIABILITIES AND STOCKHOLDERS’ EQUITY

25 unchanged sentences

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of the consolidated financial statements.

*) Represents an amount lower than $1.

(**) See note 1e regarding reverse share split

The accompanying notes are an integral part of the consolidated financial statements.

DARIOHEALTH CORP.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

dollars in thousands (except stock and stock data)

dollars in thousands (except stock and per share data)

Consumer hardware

10 unchanged sentences

Operating loss

Interest expenses

Other financial expenses (income), net

Total financial expenses (income), net

Loss before taxes

Income taxes (benefit)

Deemed dividend (contribution)

3 unchanged sentences

Weighted average number of common stock used in computing basic and diluted net loss per share**

(**) See note 1e regarding reverse share split.

The accompanying notes are an integral part of the consolidated financial statements.

2 unchanged sentences

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

dollars in thousands (except stock and stock data)

dollars in thousands (except stock and per share data)

Preferred Stock

2 unchanged sentences

Exercise of options

Exercise of warrants

Exercise of pre-funded warrant to common stock

Extinguishment of preferred stock in connection with preferred stock modification

3 unchanged sentences

Stock-based compensation

Issuance of Common Stock, net of issuance cost

Common stock related to earnout consideration

Issuance of warrants related to loan agreement, net of issuance cost

Issuance of preferred stock, net of issuance cost

Modification of warrants

Balance as of December 31, 2024

Exercise of options

Round-up of shares due to reverse share split effectuated on August 28, 2025

Exercise of pre-funded warrant to common stock

Extinguishment of preferred stock in connection with preferred stock modification

Issuance of common stock and prefunded warrant, net of issuance cost

Modification of preferred stock

Deemed dividend related to issuance of preferred stock

Conversion of preferred stock to common stock

Issuance of warrants to service providers

Conversion of preferred stock to common stock and prefunded warrant

Stock-based compensation

Issuance of preferred stock, net of issuance cost

Modification of warrants

Issuance of warrants in connection with Callodine Loan Facility, net of issuance cost

Modification of Avenue warrants

Balance as of December 31, 2025

*) Represents an amount lower than $1.

(**) See note 1e regarding reverse share split.

The accompanying notes are an integral part of the consolidated financial statements.

6 unchanged sentences

Stock-based compensation

Depreciation and impairment

Change in operating lease right of use assets

Amortization of acquired intangible assets

Depreciation and impairment

Change in fair value of warrant liability

Accrued interest on short term bank deposits

Non-cash financial expenses

Changes in operating assets and liabilities, net of effects of businesses acquired:

Decrease in trade receivables, net

5 unchanged sentences

Change in operating lease liabilities

Change in fair value of warrant liability

Non-Cash financial expenses

Net cash used in operating activities

Cash flows from investing activities:

Purchase of property and equipment

Purchase of short-term investments

Proceeds from redemption of short-term investments

Purchase of property and equipment, net

Investments in short-term bank deposits

Payments for business acquisitions, net of cash acquired

1 unchanged sentence

Cash flows from financing activities:

Proceeds from issuance of common stock, net of issuance costs

Proceeds from issuance of common stock and prefunded warrants, net of issuance costs

Proceeds from issuance of preferred stock, net of issuance costs

Proceeds from borrowings on credit agreement

Proceeds from borrowings on credit agreement, Net of issuance cost

Repayment of long-term loan

Net cash provided by financing activities

Decrease in cash, cash equivalents and restricted cash and cash equivalents

Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents

Effect of exchange rate differences on cash, cash equivalents and restricted cash and cash equivalents

5 unchanged sentences

Right-of-use assets obtained in exchange for lease liabilities

Exercise of pre-funded warrant to common stock upon acquisition

Purchase of property and equipment on credit

Exercise of pre-funded warrants to common stock upon acquisition

DARIOHEALTH CORP.

13 unchanged sentences

(“LabStyle”), which was incorporated and commenced operations on September 14, 2011, in Israel.

Its principal business activity is to hold the Company’s intellectual property and to perform research and development, manufacturing, marketing, and other business activities.

On February 15, 2024 (the “Closing Date”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Twill, Inc.

(“Twill”), (see note 4).

Pursuant to the provisions of the Merger Agreement, on the Closing Date, TWILL Merger Sub, Inc.

Its principal business activity is to hold the Company’s intellectual property and to perform research and development, manufacturing, marketing, and other general and administrative business activities.

On February 15, 2024, the Company acquired Twill, pursuant to the terms of an Agreement and Plan of Merger (the “Twill Agreement”).

Pursuant to the provisions of the Twill Agreement, Twill Merger Sub, Inc.

(“Merger Sub”) was merged with and into Twill, the separate corporate existence of Merger Sub ceased and Twill continued as the surviving company and a wholly owned subsidiary of the Company.

3 unchanged sentences

Twill deploys a full spectrum of science-backed care solutions-including digital therapeutics, coaching, community, and well-being products for pharma, health plans, enterprises, and individuals everywhere.

The Company has incurred net losses since its inception.

As of December 31, 2024, The Company has incurred recurring losses and negative cash flows since inception and has an accumulated deficit of $ 390,343 as of December 31, 202 4 .

For the year ended December 31, 202 4 , the Company used approximately $ 38,562 of cash in operations.

Management believes the Company has sufficient funds to support its operation for at least a period of twelve months from the date of the issuance of these consolidated financial statements.

The Company expects to incur future net losses and our transition to profitability is dependent upon, among other things, the successful development and commercialization of the Company’s products and the achievement of a level of revenues adequate to support the cost structure.

Until the Company achieves profitability or generates positive cash flows, it will continue to be dependent on raising additional funds to fund its operations.

The Company intends to fund its future operations through cash on hand, additional private and/or public offerings of debt or equity securities or a combination of the foregoing.

There are no assurances, however, that the Company will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of its product offerings.

The Company’s common stock (the “Common Stock”) is listed on the Nasdaq Capital Market under the symbol “DRIO”.

The Company has, through its wholly owned subsidiary, PsyInnovations Inc., a company located in India, DarioHealth Services, which serves as the Company’s primary research and development center.

DarioHealth Services is engaged in software development and other research and development activities in support of the Company’s operations.

Effective as of August 28, 2025, the Company effected a reverse stock split of its outstanding shares of Common Stock at a ratio of twenty -for- one (the “Reverse Stock Split”).

The Reverse Stock Split, which was approved by the Company’s board of directors under authority granted by the Company's stockholders at the Company’s 2025 Annual Meeting of Stockholders held on July 23, 2025, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on August 25, 2025 (the “Certificate of Amendment”).

All issued and outstanding share and per share amounts included in the accompanying consolidated financial statements have been adjusted to reflect the Reverse Stock Split for all periods presented.

An additional 53,518 shares of Common Stock were included in the Company’s issued and outstanding shares as a result of rounding-up fractional shares into whole shares as a result of the Reverse Stock Split.

DARIOHEALTH CORP.

2 unchanged sentences

dollars in thousands

NOTE 1:- GENERAL (Cont.)

As of December 31, 2025, we has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit of $ 452,078 as of December 31, 2025.

For the year ended December 31, 2025, we incurred approximately $ 25,941 of negative cash flows in operations.

Management believes we have sufficient funds to support its operation for at least a period of twelve months from the date of the issuance of these consolidated financial statements.

Our current operating budget includes various assumptions concerning the level and timing of cash receipts and cash outlays for operating expenses and capital expenditures.

We expect to incur future net losses and its transition to profitability is dependent upon, among other things, the successful commercialization of our products and the achievement of a level of revenues adequate to support the cost structure.

Until we achieve profitability or generates positive cash flows, it will continue to be dependent on raising additional funds to fund its operations.

We intend to fund our future operations including meeting its covenants related to loan facility, through cash on hand, additional private and/or public offerings of debt or equity securities, cost-saving plan intended to reduce operating expenses and extend its cash runway, or a combination of the foregoing.

There are no assurances, however, that we will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of its product offerings.

The Company’s common stock (the “Common Stock”) is listed on the Nasdaq Capital Market under the symbol “DRIO”.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

16 unchanged sentences

Monetary accounts denominated in currencies other than the dollar are re-measured into dollars in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

All transaction gains and losses of the re-measurement of monetary balance sheet items are reflected in the consolidated statements of comprehensive loss as financial income or expenses, as appropriate.

8 unchanged sentences

The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Short-term bank deposits:

Short-term bank deposits are non-tradable deposits with maturities of more than three months but less than one year.

Non-tradable deposits are presented at their cost, including accrued interest.

Short-term restricted bank deposits:

Short-term restricted bank deposits are restricted deposits with maturities of up to one year and are pledged in favor of the bank as a security for the bank guarantees issued to the landlords of the Company’s offices and credit card payments.

The short-term restricted bank deposits are denominated in NIS and USD and bear interest at an average rate of 4.56 % and 5.2 % as of December 31, 202 4 and 202 3 , respectively.

The short-term restricted bank deposits are denominated in NIS and Indian Rupee and bear interest at an average rate of 2.49 % and 4.56 % as of December 31, 2025 and 2024, respectively.

The short-term restricted bank deposits are presented at their cost, including accrued interest.

As of December 31, 202 4 , and 202 3 , the Company had a short-term restricted bank deposit which are used as collateral for rent in the amount of $ 175 and $ 229 , respectively.

As of December 31, 202 4 , and 2023, the Company had short-term restricted bank deposits which were used as collateral for credit payments in amounts of $ 0 and $ 63 , respectively.

The following table provides a reconciliation of the cash balances reported on the balance sheets and the cash, cash equivalents and short-term restricted bank deposits balances reported in the statements of cash flows:

Cash, and cash equivalents as reported on the balance sheets

Cash, restricted cash, cash equivalents, and restricted cash and cash equivalents as reported in the statements of cash flows

As of December 31, 2025, and 2024, the Company had a short-term restricted bank deposit which is used as collateral for rent in the amount of $ 229 and $ 175 , respectively.

Trade receivables, net:

3 unchanged sentences

As of December 31, 2025, and 2024, the credit loss allowance was $ 158 and $ 169 , respectively.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Inventories are stated at the lower of cost or net realized value.

5 unchanged sentences

Work-in-process is immaterial, given the typically short manufacturing cycle, and therefore is disclosed in conjunction with raw materials.

Total write-downs during the years ended December 31, 202 4 , and 202 3 amounted to $ 301 and $ 121 , respectively.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Property and equipment:

19 unchanged sentences

The Company uses judgment in determining the SSP for its performance obligations.

To determine SSP, the Company maximizes the use of observable standalone sales and observable data, where available.

In instances where performance obligations do not have observable standalone sales, the Company may use alternative methods to estimate the standalone selling price, such as cost plus margin approach.

DARIOHEALTH CORP.

3 unchanged sentences

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

To determine SSP, the Company maximizes the use of observable standalone sales and observable data, where available.

The Company’s payment terms are generally 45 days or less.

9 unchanged sentences

Revenue from tangible hardware is recognized when control of the hardware is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment.

The revenues from fixed-price services are recognized ratably over the contract period as the services have a consistent continuous pattern of transfer to a customer during the contract period.

The revenues from fixed-price service arrangements are recognized over time based on the pattern of transfer of services to the customer.

Commercial revenue – B2B2C

1 unchanged sentence

Such programs include live clinical coaching, content, automated journeys, hardware, and lifestyle coaching, currently supporting diabetes, prediabetes and obesity, hypertension, behavioral health (BH) and musculoskeletal health (MSK).

At contract inception, the Company assesses the type of services being provided and assesses the performance obligations in the contract.

At contract inception, the Company assesses the type of services being provided and assesses the performance obligations in the contract , as well as the relevant contractual terms in contracts.

These solutions integrate access to the Company’s web-based platform, and clinical and data services to provide an overall health management solution.

The promises to transfer these goods and services are not separately identifiable and are considered a single continuous service comprised of a series of distinct services recognized over time that are substantially the same and have the same pattern of transfer (i.e., distinct days of service).

Revenues related to the Company's newly acquired Twill platform are recognized over time, since the customer simultaneously receives and consumes the benefits provided by the Company’s performance.

Revenues related to the Twill platform are recognized over time, since the customer simultaneously receives and consumes the benefits provided by the Company’s performance.

Revenues related to health management programs and to the Twill platform are recognized using a time-elapsed measure of progress, since those services have a consistent continuous pattern of transfer to the customer.

To the extent the transaction price includes variable consideration, revenue is recognized using the variable consideration allocation exception, or, if the allocation exception is not met, the Company recognizes revenue ratably based on estimates of the variable consideration to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

When the variable consideration allocation exception is met, the Company recognizes revenue each month using either on a per engaged member per month (PEMPM) or a per employee per month (PEPM) basis.

Since the acquisition of Twill (note 4), the Company also provides professional services and advertisement serving services related to the Twill platform.

Revenues related to professional services are recognized over time, since the customer simultaneously receives and consumes the benefits provided by the Company’s performance.

When the variable consideration allocation exception is met, the Company recognizes revenue each month using either on a per engaged member per month (PEMPM) or a per member per month (PMPM) basis.

DARIOHEALTH CORP.

4 unchanged sentences

The Company generally recognizes revenues for professional services using an input method, based on labor hours consumed, which the Company believes best depicts the transfer of the services to the customer.

Revenues related to advertisement serving services are recognized when impressions are delivered.

The Company recognizes revenue from the display of advertisements in the contracted period in which the impressions are delivered.

Impressions are considered delivered when an advertisement is displayed.

Certain of the Company’s contracts include client performance guarantees and a portion of the fees in those contracts are subject to performance-based metrics such as clinical outcomes or minimum member utilization rates.

3 unchanged sentences

Commercial revenue - Strategic partnerships

The Company has also entered into contracts (Note 6) with a preferred partner and a health plan provider in which the Company provides data license, development and implementation services.

We have also entered into contracts with a preferred partner and a health plan provider in which we provide data license, development and implementation services.

Cost of revenues:

Cost of revenues is comprised of the cost of production, data center costs, shipping and handling inventory, hosting services, personnel and related overhead costs, depreciation of production line and related equipment costs, amortization of costs to fulfill a contract and inventory write-downs.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Concentrations of credit risk:

10 unchanged sentences

The Company has no off-balance-sheet concentration of credit risk.

As of December 31, 2024, and as December 31, 2023, the Company's major customer accounted for 41.6 % and 0 %, respectively of the Company's accounts receivable balance.

For the year ended December 31, 2024 and December 31, 2023, the Company's major customer accounted for 24.6 % and 0 %, respectively, of the Company's revenue in the period.

As of December 31, 2024, and as December 31, 2023, the Company's major customer accounted for 0 % and 66.5 %, respectively of the Company's accounts receivable balance.

For the year ended December 31, 2024, and December 31, 2023, the Company's major customer accounted for 0 % and 29.9 %, respectively, of the Company's revenue in the period.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

As of December 31, 2025, and December 31, 2024, the Company's major customers accounted for 30.5 % and 41.6 %, respectively, of the Company's accounts receivable balance.

For the year ended December 31, 2025, the Company had no major customer, of the Company's revenue in the period.

For the year ended December 31, 2024, the Company's major customers accounted for 24.6 %, of the Company's revenue in the period.

Income taxes:

6 unchanged sentences

As of December 31, 2025, and 2024, no liability for unrecognized tax benefits was recorded.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Research and development costs:

12 unchanged sentences

The Company has historically not paid dividends and has no foreseeable plans to pay dividends.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Fair value of financial instruments:

10 unchanged sentences

Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

2 unchanged sentences

The carrying amounts of cash and cash equivalents, short-term restricted bank deposits, trade receivables, other accounts receivable and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments.

The Company's Loan Facility, and warrants liability were measured at fair value using Level 3 unobservable inputs (see note 8).

The Company's Avenue Loan Facility, and warrants liability were measured at fair value using Level 3 unobservable inputs (see note 8).

The Callodine Loan Facility was initially measured at fair value using Level 3 unobservable inputs and has been subsequently measured at amortized cost (see note 7).

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance.

2 unchanged sentences

Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter.

The liability-classified warrants are recorded under non-current liabilities.

Changes in the estimated fair value of the warrants are recognized in “Financial expenses, net” in the consolidated statements of comprehensive loss.

The liability-classified warrants are recorded under current and non-current liabilities.

Changes in the estimated fair value of the warrants are recognized in “Other financial expenses (income), net” in the consolidated statements of comprehensive loss.

Basic and diluted net loss per share:

1 unchanged sentence

The two-class method requires income available to common stockholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

The Company's Convertible Preferred shares would be entitled to dividends that would be distributed to the holders of Common Stock, based on the conversion ratio, assuming conversion of all Convertible Preferred shares into shares of Common Stock.

The Company’s basic net loss per share is calculated by dividing net loss attributable to common and preferred stockholders by the weighted-average number of shares, without consideration of potentially dilutive securities.

The Company’s basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares, pre-funded warrants and vested restricted stock without consideration of potentially dilutive securities.

The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities.

Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of Common Stock are anti-dilutive.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Severance pay:

14 unchanged sentences

Legal costs incurred in connection with loss contingencies are expensed as incurred.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Lessee accounting:

10 unchanged sentences

The Company’s IBR is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Certain leases include options to extend or terminate the lease.

14 unchanged sentences

In case the Company reduces the estimated useful life for any asset, the remaining unamortized balance is amortized over the revised estimated useful life (see Note 11).

Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Goodwill represents the excess of the purchase price in a business combination over the fair value of the net identifiable tangible and intangible asset acquired.

Under ASC 350, "Intangible - Goodwill and Other" ("ASC 350"), goodwill is not amortized, but rather is subject to an annual impairment test.

3 unchanged sentences

If the carrying value of a reporting unit would exceed its estimated fair value, the Company would have recognized an impairment of goodwill for the amount of this excess.

For the years ended December 31, 2024 and 2023, no impairment of goodwill has been recorded.

On December 31, 2025, the Company performed a quantitative assessment for goodwill impairment.

The assessment utilizes the Company’s market capitalization plus an appropriate control premium.

There was no impairment of goodwill recorded for the years ended December 31, 2025 and 2024 as the fair value exceeded the carrying amount of the reporting unit for each of these years.

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), enacted in March 2020 in response to the COVID-19 pandemic, provided refundable employee retention credits, which could be used to offset payroll tax liabilities.

In March 2021, the American Rescue Plan Act (“ARPA”) was enacted.

ARPA includes several provisions, such as measures that extend and expand the employee retention credit, previously enacted under the CARES Act, through September 30, 2021.

Measures not related to income-based taxes within the CARES Act include (1) allowing an employer to defer payment of its share of Social Security payroll taxes that would otherwise be due from the date of enactment through December 31, 2020 over the following two years and (2) allowing eligible employers subject to a significant decline in gross receipts due to the COVID-19 pandemic to receive a credit on qualified wages against their employment taxes each quarter, with any excess credits eligible for refunds.

The Company’s subsidiary, Twill qualified for the employee retention credit based on a significant decline in gross receipts of approximately 62 % in the third quarter of 2020 as compared to the third quarter of 2019, which occurred prior to the Company’s acquisition of Twill, and eligibility continued through the fourth quarter of 2020.

Twill also qualified for the third quarter of 2021 based on a significant decline in gross receipts compared to the corresponding 2019 period.

During 2025, the Company received approximately $ 334 of employee retention credit refunds from the Internal Revenue Service related to the third and fourth quarters of 2020.

In addition, the Company has filed for an additional employee retention credit refund related to the third quarter of 2021, which remains subject to the United States Internal Revenue Service review and approval.

The employee retention credit received was recorded as a reduction of research and development expenses, sales and marketing expenses and general and administrative expenses in the manner in which the qualified wages and related costs were classified.

DARIOHEALTH CORP.

4 unchanged sentences

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for the fiscal years beginning after December 15, 2024.

The Company adopted the ASU 2023-07 during the year ended December 31, 2024, on a retrospective basis which resulted in updated segment disclosures.

See Note 18 in the accompanying notes to the consolidated financial statements for further detail.

Recently issued accounting pronouncements, not yet adopted:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.

2 unchanged sentences

The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024.

Early adoption is permitted, and the amendments should be applied on a prospective basis.

The Company is currently evaluating the effect of adopting the ASU on its disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses.

The Company implemented the new income tax disclosures prospectively.

The implementation of ASU 2023-09 affected disclosures only and had no impact on the Company’s financial condition or results of operations (See Note 15 Taxes on Income).

Recently issued accounting pronouncements, not yet adopted:

(i) In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses.

The ASU requires, among other items, additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the Statements of Operations.

1 unchanged sentence

The Company is currently evaluating the effect of adopting the ASU on its disclosures.

NOTE 3:- OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES

Prepaid expenses

Costs to fulfill a contract

Government authorities

(ii) In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers.

Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years.

Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively.

ASU 2025-05 is not expected to have a material impact on the Company’s consolidated financial statements.

(iii) In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

ASU 2025-06 provides targeted improvements to the accounting for internal-use software costs by replacing the existing project-stage model with a principles-based approach to determine when capitalization of costs should begin.

ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027 on a prospective basis, with early adoption permitted.

The Company is currently evaluating the potential impact that ASU 2025-06 will have on its consolidated financial statements.

(iv) In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period.

The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application.

The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years.

DARIOHEALTH CORP.

2 unchanged sentences

dollars in thousands

NOTE 3:- OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES

Prepaid expenses

Costs to fulfill a contract

Government authorities

NOTE 4:- ACQUISITIONS

Acquisition of Twill

On February 15, 2024, the Company completed the merger and the associated acquisition of all issued and outstanding shares of Twill for an aggregate consideration of (A) $ 10.0 million in cash, and (B) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 10,000,400 shares of the Company’s Common Stock, per value $ 0.0001 per share (the "common stock").

In addition, the Company issued stock options to purchase up to 148,173 shares of Common Stock and a combination of warrants and restricted stock units (“RSUs”) to acquire up to 88,326 shares of Common Stock to certain employees and officers of Twill.

The Company accounted for the stock options, warrants and RSUs separately from the acquisition.

The Company incurred acquisition-related costs in a total amount of $ 857 , which were included in general and administrative expenses in the Consolidated Statements of Comprehensive loss.

of which 17,500 shares were exercised into shares of Common Stock in May 2025.

The acquisition of Twill advances the Company’s strategy to evolve from a point solution to a comprehensive multi condition platform.

With the integration of Twill, the Company believes it can achieve multiple advantages as well as synergies in multiple fronts like its product offering, commercial channels, improved clients and member experience.

Preliminary purchase price allocation:

Purchase price allocation:

Pursuant to ASC 805, the total purchase price was allocated to Twill’s net tangible and intangible assets based on their estimated fair values as set forth below.

1 unchanged sentence

A portion of the acquisition price was recorded as goodwill due to the synergies with Twill and is not expected to be deductible for tax purposes.

The allocation of the purchase price to the assets acquired and liabilities assumed based on management’s estimate of fair values at the date of acquisition as follows:

DARIOHEALTH CORP.

3 unchanged sentences

NOTE 4:- ACQUISITIONS (Cont.)

The allocation of the purchase price to the assets acquired and liabilities assumed based on management’s estimate of fair values at the date of acquisition as follows:

Cash and cash equivalents

14 unchanged sentences

Total purchase consideration

Following are details of the purchase consideration allocated to acquired intangible assets:

period (Years)

16 unchanged sentences

December 31, 2024

The Company recognized $ 2,001 of a deferred tax liability which relates to the purchase price allocation fair value adjustments, other than goodwill.

The Company is planning to file a consolidated tax return in the U.S.

together with Twill and to utilize the benefit of the Company's loss carryforwards against the future taxable income of Twill and consequently decreased its valuation allowance in an amount equal to the deferred tax liability recognized in the business combination.

In 2024, the Company recognized $ 2,001 of a deferred tax liability which relates to the purchase price allocation fair value adjustments, other than goodwill.

The Company filing a consolidated tax return in the U.S.

together with Twill and utilize the benefit of the Company's loss carryforwards against the future taxable income of Twill and consequently decreased its valuation allowance in an amount equal to the deferred tax liability recognized in the business combination.

Supplemental Unaudited Pro Forma Information

The following table sets forth a summary of the unaudited pro forma results of the Company as if the acquisition of Twill, which closed in February 2024, had taken place had Twill been acquired as of January 1, 2023.

December 31, 2024

Total revenues

6 unchanged sentences

Finished products

Total write-downs during the years ended December 31, 2025, and 2024 amounted to $ 320 and $ 301 , respectively.

DARIOHEALTH CORP.

3 unchanged sentences

The Company is operating a multi-condition healthcare business, empowering individuals to manage their chronic conditions and take steps to improve their overall health.

The Company generates revenue directly from individuals through a la carte offering and membership plans.

The Company also contracts with enterprise business market groups to provide digital therapeutics solutions for individuals to receive access to services through the Company’s commercial arrangements.

Agreement with Preferred Partner

On February 28, 2022, the Company entered into an exclusive preferred partner, co-promotion, development and license agreement for a term of five (5) years (the “Exclusive Agreement”).

Pursuant to the Exclusive Agreement, the Company will provide a license to access and use certain Company data.

The contract included fixed and variable amounts, which were fully constrained.

In addition, the Company may provide development services for new products of the other party.

During fiscal year 2022 and 2023, three development plans were approved and accounted for as separate contracts.

The Company's measured the progress of the development services performance obligations using an input method, based on labor hours consumed as the Company believes that this method best depicts the transfer of services to the customer.

In the years ended December 31, 2022, and 2023, the Company recognized revenues in the amounts of $ 5,506 and $ 4,592 , respectively.

During fiscal 2024, the Company provided a price concession to the preferred partner in the amount of $ 1,088 to resolve an outstanding dispute.

As a result, the Company has recorded the price concession amount as a reduction in revenue.

On December 26, 2024, the agreement with the preferred partner was terminated.

Concurrently, the Company entered into a new agreement (the "New Agreement") to provide its SaaS services.

As part of these arrangements, the preferred partner shall pay $ 1,580 .

The Company accounted for the termination and the creation of a new contract as a contract modification.

Since the additional services were not priced at SSP, the contract modification was accounted for prospectively.

Under the new contract, the Company will provide the preferred customer with SaaS and professional services and ad-serving services.

During the year ended December 31, 2024, the Company recognized revenues related to the modified contract in the amount of $ 292 .

Agreement with National Health Plan

On October 1, 2021, the Company entered into a Master Service Agreement (the “MSA”) and a statement of work (“SOW”, and such SOW, the “October SOW”) with a national health plan (“Health Plan”).

Pursuant to the October SOW, the Company will provide the Health Plan access to the Company’s web and app-based platform for behavioral health.

The Company has concluded that the contract contained a single performance obligation – to provide access to the Company’s platform.

The consideration in the contract was based entirely on customer usage.

On August 2022, the Company entered into an additional SOW (the “August SOW”) with the Health Plan according to which the Company will provide implementation services and shall develop additional features to be included in the platform.

The Company concluded that the August SOW should be accounted for as a separate contract.

The Company has concluded that the August SOW contained two performance obligations as follows:

(i) Digital Behavioral Health Navigation Platform Implementation.

This performance obligation includes configuration and implementation of the platform.

(ii) Enhancements to the Digital Behavioral Health Navigation Platform.

This performance obligation includes adding additional features and capabilities to the platform.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

- REVENUES (Cont.)

The August SOW includes a fixed consideration in the amount of $ 2,650 .

The Company allocated the consideration between the two performance obligations based on standalone selling prices.

The Company determined the standalone selling prices based on the expected cost plus a margin approach.

On February 21, 2023, and July 1, 2024, the Company entered into change orders with the Health Plan according to which the Company will provide additional implementation services and shall develop additional features to be included in the platform.

The change orders include a fixed consideration in the amount of $ 90 and $ 85 , respectively.

For the year ended December 31, 2023, the Company recognized revenues of $ 962 .

The August SOW was completed during the second quarter of 2023.

The Company generates revenues from contracts with enterprise business market groups to provide digital therapeutics solutions for individuals to receive access to services through the Company’s commercial arrangements Business-to-Business-to-Consumer (“B2B2C”).

The Company also generates revenue directly from individuals through a la carte offering and membership plans.

Revenue Source:

The following table represent the Company total revenues for the year ended December 31, 202 5 and 202 4 disaggregated by revenue source:

Commercial - Business-to-Business-to-Consumer (“B2B2C”)

Commercial - B2B2C

Commercial - Strategic partnerships

6 unchanged sentences

Balance, beginning of the period

Additions through acquisition of Twill

New performance obligations

2 unchanged sentences

Costs to fulfill a contract

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

The Company defers costs incurred to fulfill contracts that:

1 unchanged sentence

(2) are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contract;

- REVENUE (Cont.)

expected to be recovered through revenue generated under the contract.

and (3) are expected to be recovered through revenue generated under the contract.

Contract fulfillment costs are expensed as the Company satisfies its performance obligations and recorded into cost of revenue.

Costs to fulfill a contract are recorded in other accounts receivable and prepaid expenses and long-term assets.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

- REVENUE (Cont.)

Costs to fulfill a contract consist of (1) deferred consumer hardware costs incurred in connection with the delivery of services that are deferred, and (2) deferred costs incurred, related to future performance obligations which are capitalized.

14 unchanged sentences

Loan Facility

On May 1, 2023, the Company refinanced its existing $ 25,000 credit facility with a new $ 30,000 credit facility in the Loan and Security Agreement, and Supplement thereto (the “LSA” or the “Avenue Loan Facility”) by and between the Company and its subsidiary PsyInnovations Inc., collectively as the borrowers (the “Borrowers”) and Avenue Venture Opportunities Fund II, L.P.

On April 30, 2025, the Company refinanced its existing $ 30,000 credit facility with a new $ 32,500 credit agreement (the “Credit Agreement”), by and among the Company as borrower, the financial institutions party thereto from time to time as lenders, and Callodine Commercial Finance, LLC (in its capacity as agent for all lenders, “Agent”, and collectively with other lenders, “Lenders” and each a “Lender”) (the “Callodine Loan Facility”).

Under the terms of the Credit Agreement, each Lender agreed to make a multi-draw term loan (each a “Term Loan”) in which the Company borrowed $ 32,500 at the time of closing on April 30, 2025.

In addition, the Company may at its option draw an aggregate of up to an additional $ 17,500 .

$ 2,500 of such additional Term Loan is subject to the achievement of certain revenue and gross margin thresholds and the sole discretion of the Agent and the Lenders.

$ 15,000 of such additional Term Loan is subject to the discretion of the Agent and the Lenders.

The Credit Agreement has a five-year term that matures in April 2030.

Principal repayments on the Term Loan are not due until May 2028, at which point the Company is required to make equal quarterly principal installments in the amount of $ 1,367 , with all remaining outstanding principal due on the Term Loan Maturity Date of April 30, 2030.

The outstanding principal balance under the loan shall bear interest at a per annum rate of interest equal to (i) the Secured Overnight Financing Rate (“SOFR”), (as defined in the Credit Agreement) plus (ii) seven and three-quarters of one percent ( 7.75 %).

Upon maturity and/or upon an event of default (or upon any acceleration), interest shall automatically accrue without notice to the Company at a rate per annum equal to the lesser or (i) three percent ( 3 %) over the Contract Rate (as defined in the Credit Agreement), or (ii) the maximum rate of interest permitted to be charged by applicable laws or regulations until paid.

The Company paid certain fees with respect to the Term Loan, including a closing fee and an agent fee.

Voluntary prepayments of the Term Loan prior to the third anniversary of the closing are also subject to certain pre-payment penalties.

In connection with the funding of the closing amount, the Company agreed to issue the Lenders a warrant to purchase an aggregate of 105,707 shares of our Common Stock, with an exercise price of $ 16.56 , which shall have a term of seven years from the issuance date.

In addition, up to $ 2,500 of the loaned amount can be converted into shares of our Common Stock at a price of $ 19.87 per share.

The Company concluded that the Callodine Loan Facility and the Warrant are freestanding financial instruments since these instruments are legally detachable and separately exercisable.

The Company has concluded that the Warrant meets all the conditions to be classified as equity pursuant to ASC 480 and ASC 815-40.

In addition, the Callodine Loan Facility is measured at amortized cost.

With respect to the Initial Commitment Amount only, the fair value of the Callodine Loan Facility is recognized in connection with the Company’s Credit Agreement.

The fair value of the Callodine Loan Facility was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

The fair value of the Callodine Loan Facility, which is reported within non-current liabilities (Maturity Date - April 30, 2030) on the consolidated balance sheets, was estimated by the Company as of April 30, 2025 such that the value of the instruments granted by the Company under the Callodine Loan Facility equals the net principal amount (net of origination fees).

The Callodine Loan Facility incorporates comparisons to instruments with similar covenants, collateral, and risk profiles and was obtained using a discounted cash flow technique.

On the date of Callodine Loan Facility origination, or April 30, 2025, the discount rate was arrived at by calibrating the loan amount of $ 32,500 with the fair value of the warrants of $ 1,234 and the loan terms interest rate equal to the greater of (i) The SOFR, and(ii) 4.0 % plus a margin of 7.75 %.

The implied internal rate of return of the loan resulted with B rating U.S.

dollar zero coupon discount curve plus a 11.473 % credit curve.

Interest expense related to the Callodine Loan Facility that measured at amortized cost were recorded within “Interest expense” in the consolidated statements of comprehensive loss.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 7:- DEBT (Cont.)

On August 15, 2025, the Company did not meet one of the financial covenants under the Credit Agreement.

Upon an Event of Default (as defined in the Credit Agreement) under the Credit Agreement, interest shall accrue to at a rate per annum equal to the lesser of (i) three percent ( 3 %) over the Contract Rate (as defined in the Credit Agreement), or (ii) the maximum rate of interest permitted to be charged by applicable laws or regulations, until paid.

The Company notified Callodine of its intention to utilize an Equity Cure (as defined in the Credit Agreement) to address the event of default.

On November 5 , 2025, the Company entered into an Amendment to the Credit Agreement with the Lenders.

Among other things, the amendment (i) resets financial covenants and waives financial-covenant testing for the second and third quarters of 2025;

(ii) replaces the minimum cash covenant with a $ 10,000 minimum consolidated unencumbered liquid assets covenant;

(iii) adds monthly 13 -week cash-flow reporting when liquidity is below certain amount (subject to an EBITDA exception);

(iv) clarifies that Tranche B is uncommitted and at lender discretion;

and (v) increases the exit fee by $ 150 (waived if a change-of-control prepayment fee is triggered).

In connection therewith, the Company repriced the Warrant to purchase up to 105,707 shares of Common Stock issued to the lenders on April 30, 2025, at an exercise price $ 16.56 per share, to permit an amendment to the exercise price of such Warrants to $ 15.35 .

In addition, conversion right of the lender in the amount of $ 2,500 was amended to a conversion price of $ 15.35 per share.

During the year ended December 31, 2025, the Company recorded interest expenses related to the Callodine Loan Facility in the amount of $ 3,020 .

Avenue Loan Facility (Repaid)

On April 30, 2025, the Company Extinguished and repaid in full its $ 30,000 Avenue Loan Facility, which was originally entered into on May 1, 2023, in connection with the closing of the new Callodine Loan Facility.

The Avenue Loan Facility was a four-year secured credit facility by and between the Company and its subsidiary PsyInnovations Inc., collectively as the borrowers, and Avenue Venture Opportunities Fund II, L.P.

and Avenue Venture Opportunities Fund, L.P., collectively as the lenders (the "Avenue Lenders").

The LSA provides for a four-year secured credit facility in an aggregate principal amount of up to $ 40,000 , of which $ 30,000 was made available on the closing date (the “Initial Tranche”) and up to $ 10,000 (the “Discretionary Tranche”) may be made available on the later of July 1, 2023, or the date the Avenue Lenders approve the issuance of the Discretionary Tranche.

On May 1, 2023, the Borrowers closed on the Initial Tranche, less certain fees and expenses payable to or on behalf of the Avenue Lenders.

During the term of the Avenue Loan Facility, interest payable in cash by the Borrowers shall accrue on any outstanding balance due under the Avenue Loan Facility at a rate per annum equal to the higher of (x) the sum of four one-half percent ( 4.50 %) plus the prime rate as published in the Wall Street Journal and (y) twelve and one-half percent ( 12.50 %).

During an event of default, any outstanding amount under the Avenue Loan Facility will bear interest at a rate of 5.00 % in excess of the otherwise applicable rate of interest and the outstanding balance shall be due and payable.

As part of the LSA, the Company issued a warrant (the “Warrant”) to purchase up to 584,882 shares of the Company’s Common Stock, at an exercise price of $ 3.334 per share, which has a term of five years from the issuance date.

On February 15, 2024, the Company and the Borrowers entered into the First Amendment to Loan and Security Agreement and Supplement (the “Avenue Amendment”) with the Avenue Lenders.

Pursuant to the Avenue Amendment, the parties agreed to include the Merger Sub and Twill as parties to the Company’s existing loan facility with the lenders.

In addition, the Avenue Amendment permit the lenders, subject to Nasdaq rules, to convert up to $ 2,000 of the principal amount of its loan to the Company at a fixed conversion price of $ 4.001 per share.

On June 25, 2024, the Company stockholders approved the Avenue Amendment and repriced the Warrant to purchase up to 584,882 shares of Common Stock issued to the lenders on May 1, 2023 at an exercise price $ 3.334 per share, to permit an amendment to the exercise price of such Warrants to $ 2.02 which is the “minimum price” as defined by Nasdaq rules as of the closing of the Twill Agreement and (ii) permit the lenders, subject to Nasdaq rules, to convert up to $ 2,000 of the principal amount of the outstanding Avenue Loan Facility into Borrower’s unrestricted shares of the Company’s Common Stock at a conversion price of $ 4.001 .

Pursuant to the LSA and the Avenue Amendment, the Company is obligated to maintain at least $ 5,000 of unrestricted cash in deposit accounts located in the United States.

The Company concluded that Avenue Loan Facility and the Warrant are freestanding financial instruments since these instruments are legally detachable and separately exercisable.

2 unchanged sentences

As such, the proceeds were first allocated to the Avenue Loan Facility at fair value in the amount of $ 28,215 and the remaining amount of $ 1,389 was allocated to the Warrant.

The Company remeasurement expenses related to the Avenue Loan for the year ended December 31, 2025 were $ 1,077 , compared to $ 378 of remeasurement income for the year ended December 31, 2024, which were included as part of the Other financial expenses (income), net in the Company's statements comprehensive loss.

During the years ended December 31, 2025, and December 31, 2024, the Company did not recognize any instrument specific credit risk fair value adjustment.

DARIOHEALTH CORP.

3 unchanged sentences

- DEBT (Cont.)

The Company remeasurement expenses related to the Avenue Loan for the year ended December 31, 2024 were $ 378 , compared to $ 42 of remeasurement income for the year ended December 31, 2023, which were included as part of the financial (income) expenses in the Company's statements comprehensive loss.

During the years ended December 31, 2024, and December 31, 2023, the Company did not recognize any instrument specific credit risk fair value adjustment.

In connection with the debt modification, the Company also modified the Warrant by reducing the exercise price of the Warrant from $ 3.334 to $ 2.02 .

The Company recognized the incremental fair value resulting from the modification through earnings in the amount of $ 70 .

On December 16, 2024, the Company, entered into the Third Amendment to Loan and Security Agreement and Supplement (the “Third Avenue Amendment”) with the Avenue Lenders.

Pursuant to the Third Avenue Amendment, the parties agreed to (i) amend the potential interest only period under the loan facility such that the existing interest only period ending on May 30, 2025 was extended by a period of six months provided the Company achieving certain net proceeds from an equity financing on or before March 31, 2025 in the aggregate;

(ii) an additional sixth month interest only extension period was added, which is conditioned on the Company achieving a certain net revenue milestone, with cash burn not to exceed a certain level, for the trailing six month period ending September 30, 2025;

(iii) the interest only period may not exceed a total of 36 months from the closing of the loan as of May 1, 2023;

and (iv) the maturity date of the loan will be extended from May 1, 2027 to November 1, 2027, provided that the Company meets the foregoing amended milestones.

In January 2025, the Company met the equity financing milestone.

In addition, the Avenue Amendment provides (i) that the Company will seek stockholder approval to reprice the Warrant issued to the Avenue Lenders on May 1, 2023 to permit an amendment to the exercise price of such Warrant to the “minimum price” as defined by Nasdaq rules as of the closing of the Avenue Amendment (or $ 0.7208 per share) and (ii) permit the Avenue Lenders, subject to Nasdaq rules, to convert up to $ 2,000 of the principal amount of its loan to the Company’s common stock at a conversion price of $ 0.8650 per share.

As of December 31, 2024, the Company has not yet obtained stockholder approval for these items.

Orbimed Warrants

On June 9, 2022 the Company entered into a Credit Agreement, with OrbiMed Royalty and Credit Opportunities III, LP (“Orbimed”), as the lender for a five-year senior secured credit facility in an aggregate principal amount of up to $ 50 million, of which $ 25 million was made available on the closing date and up to $ 25 million was to be made available on or prior to June 30, 2023, subject to certain revenue requirements (the “Orbimed Loan”).

On June 9, 2022 (the closing date of the Orbimed Loan, which was repaid in May 2023), the Company agreed to issue Orbimed a warrant (the “Orbimed Warrant”) to purchase up to 11,330 shares of the Company’s Common Stock, at an exercise price of $ 132.40 per share, which shall have a term of 7 years from the issuance date.

5 unchanged sentences

On February 15, 2024, as part of the acquisition of Twill (See note 4) the Company issued Pre-Funded Warrants to purchase up to 500,020 shares of Company Common Stock, issuable to a trust (the “Trust”) formed for the benefit of certain equity and debt holders of Twill.

The Company has classified the Pre-Funded Warrants as liability pursuant to ASC 815-40 since the Pre-Funded Warrants do not meet all the equity classification conditions.

Accordingly, the Company measured the Pre-Funded Warrants at their fair value.

The warrants liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of comprehensive loss.

In November 2024, a total of 125,005 Pre-Funded Warrants were cashlessly exercised into 124,991 shares of Common Stock.

In February 2025, a total of 125,005 Pre-Funded Warrants were cashlessly exercised into 124,985 shares of Common Stock.

In August 2025, a total of 125,005 Pre-Funded Warrants were cashlessly exercised into 124,981 shares of Common Stock.

During the year ended December 31, 2025 and December 31, 2024, the Company recognized $ 1,652 and $ 16,336 , respectively, of remeasurement income related to the Pre-Funded Warrants.

The estimated fair value of the Pre-Funded Warrants liabilities is determined using observable market inputs, primarily the quoted market price of the Company’s common stock, and is classified within Level 2.

DARIOHEALTH CORP.

2 unchanged sentences

dollars in thousands

- DEBT (Cont.)

The Company has classified the Pre-Funded Warrants as liability pursuant to ASC 815-40 since the Pre-Funded Warrants do not meet all the equity classification conditions.

Accordingly, the Company measured the Pre-Funded Warrants at their fair value.

The warrants liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of comprehensive loss.

In November 2024, a total of 2,500,100 Pre-Funded Warrants were exercised into 2,499,828 shares of Common Stock.

During the year ended December 31, 2024, the Company recognized $ 16,336 respectively, of remeasurement income related to the Pre-Funded Warrants.

The estimated fair value of the Pre-Funded Warrants liabilities is determined using Level 1 inputs based on quoted prices in active markets.

NOTE 8:- FAIR VALUE MEASUREMENTS

8 unchanged sentences

The Company’s Orbimed loan facility was measured at fair value using Level 3 unobservable inputs until the payoff date of May 1, 2023.

In addition, the Callodine Loan Facility approximates its fair value.

The Orbimed Warrant liability was measured at fair value using Level 3 unobservable inputs.

In addition, the Avenue Loan Facility is also measured at fair value using level 3 inputs.

On May 1, 2023, the Company refinanced its former $ 25,000 credit facility with a new $ 30,000 credit facility (the “Avenue Loan Facility”) by and between the Company and its subsidiary PsyInnovations Inc., collectively as the borrowers and Avenue Venture Opportunities Fund II, L.P.

and Avenue Venture Opportunities Fund, L.P., collectively as the lenders (the “Avenue Lenders”).

The Avenue Loan Facility was also measured at fair value using level 3 inputs unobservable inputs until the payoff date of April 30, 2025.

DARIOHEALTH CORP.

5 unchanged sentences

December 31, 2025

(in thousands)

Financial assets:

3 unchanged sentences

Financial liabilities:

Long-term loan

Orbimed Warrant liability

2 unchanged sentences

December 31, 2024

(in thousands)

Financial assets:

Cash and cash equivalents:

treasury notes

Total financial assets

Financial liabilities:

1 unchanged sentence

Orbimed Warrant liability

Pre-Funded Warrant liability

Total financial liabilities

Loan Facilities

The fair value of the Avenue Loan Facility was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

The Avenue Loan Facility fair value estimate incorporates comparisons to instruments with similar covenants, collateral, and risk profiles and was obtained using a discounted cash flow technique.

On the date of Avenue Loan Facility origination, or May 1, 2023, the discount rate was arrived at by calibrating the loan amount of $ 30 million with the fair value of the warrants of $ 1,413 and the loan terms interest rate equal to the greater of (i) the sum of four and one-half percent ( 4.50 %) plus the Prime Rate , and (ii) twelve and one- half percent ( 12.50 %).

During an event of default, any outstanding amount under the Avenue Loan Facility will bear interest at a rate of 5.00 % in excess of the otherwise applicable rate of interest.

The fair value of the Avenue Loan Facility, as of December 31, 2024, was estimated using a discount rate of 19 % which reflects the internal rate of return of the Avenue Loan Facility at closing, as of May 1, 2023.

For the years ended December 31, 2024 and December 31, 2023, the change in the fair value of the loan was recorded in earnings since the Company concluded that the change in fair value was not related to instrument-specific credit risk.

Orbimed Warrant Liability

11 unchanged sentences

Risk-free interest rate

Loan Facilities - Avenue Loan Facility

The fair value of the Avenue Loan Facility was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

The Avenue Loan Facility fair value estimate incorporates comparisons to instruments with similar covenants, collateral, and risk profiles and was obtained using a discounted cash flow technique.

The fair value of the Avenue Loan Facility, as of April 30, 2025, was estimated using a discount rate of 19 % which reflects the internal rate of return of the Avenue Loan Facility at closing, as of May 1, 2023.

For the years ended December 31, 2025 and, 2024, the change in the fair value of the loan was recorded in earnings since the Company concluded that the change in fair value was not related to instrument-specific credit risk.

On April 30, 2025, the Company refinanced the Avenue Loan Facility with a new credit agreement, and the Avenue Loan Facility was repaid in full (see Note 7).

The following tables present the summary of the changes in the fair value of our financial instruments:

Long-Term Loan

Avenue Loan Facility

Orbimed Warrant Liability

4 unchanged sentences

Balance as of December 31, 2025

Long-Term Loan

Avenue Loan Facility

Orbimed Warrant Liability

12 unchanged sentences

The Company does not assume renewals in determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement.

The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants, the Company elected to not recognize a lease liability and a ROU asset for lease with a term of twelve months or less.

The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of lease costs, lease term and discount rate are as follows:

34 unchanged sentences

Depreciation expenses for the year ended December 31, 2025, and 2024 amounted to $ 307 and $ 466 , respectively.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 11:- OTHER INTANGIBLE ASSETS , NET

Finite-lived other intangible assets:

Finite-lived intangible assets:

Weighted Average

5 unchanged sentences

Customer Relationship Healthcare

Other intangible assets, net

Amortization expenses for the years ended December 31, 2024 and December 31, 2023 amounted to $ 6,100 and $ 4,512 , respectively.

Estimated amortization expense:

For the year ended December 31,

Intangible assets, net

DARIOHEALTH CORP.

2 unchanged sentences

dollars in thousands

NOTE 11:- OTHER INTANGIBLE ASSETS , NET (Cont.)

Estimated amortization expense:

For the year ended December 31,

Amortization expenses for the years ended December 31, 2025 and December 31, 2024 amounted to $ 2,831 and $ 6,100 , respectively.

NOTE 12:-GOODWILL

6 unchanged sentences

Accrued expenses

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 14:- COMMITMENTS AND CONTINGENT LIABILITIES

10 unchanged sentences

During the year ended December 31,2025 and the year ended December 31, 2024 the company recorded IIA royalties related to the acquisition of Physimax Technology in amount of $ 1 and $ 2 , respectively.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 15:- TAXES ON INCOME

The Company and its subsidiaries are separately taxed under the domestic tax laws of the country of incorporation of each entity.

On December 22, 2017, the U.S.

Tax Cuts and Jobs Act of 2017 (the “TCJA”) was signed into law.

The TCJA makes broad and complex changes to the Internal Revenue Code of 1986 (the “Code”) that may impact the Company’s provision for income taxes.

The changes include, but are not limited to:

● Decreasing the corporate income tax rate from 35 % to 21 % effective for tax years beginning after December 31, 2017 (“Rate Reduction”);

● The Deemed Repatriation Transition Tax;

● Taxation of Global Intangible Low-Taxed Income (“GILTI”) earned by foreign subsidiaries beginning after December 31, 2017.

The GILTI tax imposes a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations.

Net Operating Losses- Before the TCJA, taxable losses generated in the U.S.

were able to be carried back for two years or carried forward for 20 years to offset prior/future year taxable income.

TCJA changes the rule, and allows losses generated after 2017 (i.e.

starting in 2018) to be carried forward indefinitely, but only to offset 80% of future year income.

Carryback losses are no longer allowed

In response to the COVID-19 pandemic, the U.S.

passed the Coronavirus Aid, Relief, and Economic Security Act (CARES) in March 2020.

The CARES Act changed the treatment of net operating losses (“NOLS”) generated in tax years 2018, 2019 and 2020.

Losses generated in these years are able to be carried backward for 5 years, and carried forward indefinitely, without the 80% limitation.

Tax rates applicable to Labstyle:

The Corporate tax rate in Israel in 2025 and 2024 was 23 %.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the United States.

The Act contains certain provisions related to the extent of deductibility for U.S.

federal tax purposes of interest expense, R&D costs and other depreciable property, as well as changes to U.S.

taxation of foreign subsidiaries’ earnings, and other U.S.

corporate tax law changes.

Pursuant to ASC 740, changes in tax rates and tax law are required to be recognized in the period in which the legislation is enacted.

Dario evaluated the impact of this Act on its annual consolidated financial statements and related disclosures and concluded the Act does not have a material impact on its 2025 consolidated financial statements.

Net operating loss carryforward:

Labstyle has accumulated net operating losses for Israeli income tax purposes as of December 31, 2025, in the amount of approximately $ 273,548 .

The net operating losses may be carried forward and offset against taxable income in the future for an indefinite period.

As of December 31, 2024, the Company, WayForward and Twill had a U.S.

federal net operating loss carryforward of approximately $ 42,429 , $ 6,305 and $ 143,670 of which $ 7,120 , $ 371 and $ 19,779 respectively, were generated from tax years 2011-2017 and can be carried forward and offset against taxable income and that expires during the years 2031 to 2037 .

Under Sections 382 and 383 of the IRC, utilization of the U.S.

The net operating losses may be carried forward and offset against taxable income from business in the future for an indefinite period.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 15:- TAXES ON INCOME (Cont.)

As of December 31, 2025, the Company, WayForward and Twill had respective U.S.

federal net operating loss carryforwards of approximately $ 47,055 , $ 5,803 , and $ 156,686 of which $ 7,120 , $ 371 and $ 18,832 were generated from tax years 2011-2017.

The 2011-2017 losses can be carried forward and used to fully offset taxable income, and expire during the years 2031 to 2037.

However, under IRC_Sections 382 and 383, utilization of the U.S.

loss carryforward may be subject to substantial annual limitation due to the “change in ownership” provisions of the Code and similar state provisions.

The annual limitations may result in the expiration of losses before utilization.

A "change in ownership" has occurred during 2024 when Twill was acquired by Dario, resulting in a limitation of $ 2,316 per year for the years 2025-2028.

The remaining NOLs of the Company, WayForward and Twill are approximately $ 35,309 , $ 5,934 and $ 123,891 were generated in years 2018-2024, and are subject to the TCJA, which modified the rules regarding utilization of NOLs.

NOLs generated after December 31, 2017, can only be used to offset 80 % of taxable income with an indefinite carryforward period for unused carryforwards (i.e., they should not expire).

Utilization of the federal and state net operating losses and credits may be subject to a substantial annual limitation due to an additional ownership change.

A "change in ownership" occurred during 2024 when Twill was acquired by Dario, resulting in a limitation of $ 2,316 per year.

The remaining NOLs of the Company, WayForward and Twill are approximately $ 39,935 , $ 5,432 and $ 137,854 , and were generated in years 2018-2025.

Such losses can only be used to offset 80% of taxable income, but are carried forward indefinitely (i.e., they should not expire).

Utilization of the federal and state net operating losses and credits may be subject to a substantial annual limitation due to any additional ownership change.

The annual limitation may result in the expiration of certain net operating losses and credits before utilization.

In the event the Company has an additional change of ownership, utilization of the carryforwards could be further restricted.

DARIOHEALTH CORP.

3 unchanged sentences

NOTE 15:- TAXES ON INCOME (Cont.)

The annual limitation may result in the expiration of net operating losses and credits before utilization and in the event, the Company has a change of ownership, utilization of the carryforwards could be restricted.

As discussed above, under the CARES Act, the losses from 2018-202 4 are excluded from the limitation and can be carried forward indefinitely to offset 100 % of future net income.

Deferred income taxes:

10 unchanged sentences

R&D Capitalization under section 174

Accrued expenses

Director Fees and Payments in Shares

Intangible Assets

6 unchanged sentences

Net deferred tax asset

The deferred tax balances included in the consolidated financial statements as of December 31, 2024, are calculated according to the tax rates that were in effect as of the reporting date and do not take into account the potential effects of the changes in the tax rate.

DARIOHEALTH CORP.

3 unchanged sentences

NOTE 15:- TAXES ON INCOME (Cont.)

The net change in the total valuation allowance for the year ended December 31, 2024, was an increase of $ 18,886 and is mainly relates to increase in deferred taxes on net operating loss for which a full valuation allowance was recorded.

The deferred tax balances included in the consolidated financial statements as of December 31, 2025, and December 31, 2024, are calculated according to the tax rates that were in effect as of the reporting date and do not take into account the potential effects of the changes in the tax rate.

The net change in the total valuation allowance for the year ended December 31, 2025, and December 31, 2024, was an increase of $ 19,154 and $ 18,886 , respectively and is mainly relates to increase in deferred taxes on net operating loss for which a full valuation allowance was recorded.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized.

3 unchanged sentences

Loss before taxes on income consists of the following:

The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes.

Income tax expense (benefit) was as follows:

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands

NOTE 15:- TAXES ON INCOME (Cont.)

Reconciliation of Statutory Federal Income Tax Rate to the Effective Income Tax Rate:

Year Ended December 31, 2025

federal statutory income tax (Benefit)

State and local income taxes, net of federal benefit:

State and local income taxes, net of federal benefit (a)

Foreign tax effects:

Statutory tax rate difference

Tax impact of foreign exchange differences

Changes in valuation allowances

Other adjustments

Other foreign jurisdiction

Changes in valuation allowances

Non-taxable or non-deductible items:

Share based compensation

Other adjustments

Total effects

Income tax expenses

(a) State and local taxes in South Carolina, New York and Texas comprise the majority of this category

For the year 2024, the main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes.

Income Taxes Paid:

US state and local:

South Carolina

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except stock and stock data)

2 unchanged sentences

Except for contractual rights of certain investors, the holders of Common Stock have no pre-emptive or similar rights and are not subject to redemption rights and carry no subscription or conversion rights.

In January and March 2024, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company approved the grant of 1,946,500 restricted shares, subject to time vesting, to directors, officers and employees of the Company and approved the grant of 1,100,400 options to purchase Common Stock, and 320,000 performance-based options to purchase Common Stock to officers, employees, and consultants of the Company, at exercise prices between $ 1.68 and $ 2.14 per share.

The time vesting restricted shares of Common Stock and stock options vest over various periods between two to three years commencing on the respective grant dates.

The options have a ten-year term.

The restricted shares of Common Stock and the options were issued under the Company’s 2020 Equity incentive Plan, as amended (the “2020 Plan”).

In April 2024, the Compensation Committee approved the grant of 260,500 restricted shares of Common Stock subject to time vesting to employees of the Company and approved the grant of options to purchase up to 564,900 shares of Common Stock, to employees and consultants of the Company, at exercise prices between $ 1.38 and $ 1.48 per share.

The time vesting restricted shares of Common Stock and stock options vest over various periods between two to three years commencing on the respective grant dates.

The options have a ten-year term.

The restricted shares of Common Stock and the options were issued under the 2020 Plan.

In May 2024, the Compensation Committee approved the grant of a non-qualified stock option to purchase up to 2,250,000 shares of Common Stock as an inducement grant to the new Chief Commercial Officer.

Out of the 2,250,000 shares of Common Stock, 500,000 shares will vest over three years , with one third of such shares vesting on June 1, 2025 , and the remaining shares vesting in equal quarterly amounts during the following two years .

1,750,000 of the options are performance-based and will commence vesting upon reaching certain performance goals during the fiscal years between 2024 and 2027.

Each performance option will vest over a three-year period commencing on the first day of the following fiscal year to which such option relates, in eight equal quarterly instalments.

In August 2024, the Compensation Committee approved the grant of 590,000 restricted shares of Common Stock subject to time vesting to employees of the Company and approved the grant of 1,692,250 options to purchase Common Stock, and 300,000 performance-based options to purchase Common Stock to officers, employees, and consultants of the Company, at exercise prices between $ 0.93 to $ 1.05 per share.

The time vesting restricted shares of Common Stock and stock options vest over three years commencing on the respective grant dates.

The options have a ten-year term.

The restricted shares of Common Stock and the options were issued under the Company’s 2020 Plan.

In November 2024, the Compensation Committee approved the grant of 10,000 restricted shares of Common Stock subject to time vesting to employees of the Company and approved the grant of options to purchase up to 367,500 shares of Common Stock, to employees and consultants of the Company, at an exercise price of $ 0.9475 per share.

The time vesting restricted shares of Common Stock and stock options vest over various periods between one to three years commencing on the respective grant dates.

The options have a ten-year term.

The restricted shares of Common Stock and the options were issued under the 2020 Plan.

On July 23, 2025, the Company’s stockholders voted to approve an amendment to the Certificate of Incorporation of the Company to increase the number of authorized Common Stock from one hundred sixty million ( 160,000,000 ) shares, $ 0.0001 par value per share, to four hundred million ( 400,000,000 ) shares, $ 0.0001 par value per share.

Common Stock and Pre-Funded Warrant Offerings

On September 22, 2025, the Company entered into securities purchase agreements with accredited investors relating to an offering and the sale of an aggregate of 1,154,420 shares of Common Stock and pre-funded warrants to purchase up to 1,558,760 shares of Common Stock, at a purchase price of $ 6.45 per share and $ 6.45 per pre-funded warrant.

As a result of the purchase agreements, the aggregate gross proceeds to the Company are approximately $ 17,500 .

The closing of the offering was completed on September 23, 2025.

The pre-funded warrants are exercisable immediately upon issuance and remain exercisable until exercised in full.

The pre-funded warrants were indexed to the Company’s own stock and are classified as equity instruments upon issuance.

Pre-Funded Warrant Exercises

During fiscal year 2025, a total of 49,781 pre-funded warrants were exercised on a cashless basis into 49,714 shares of Common Stock.

During fiscal year 2024, a total of 34,365 pre-funded warrants, originally issued in July 2020, were exercised on a cashless basis into 34,363 shares of Common Stock.

Preferred Stock

Series A and B Preferred Stock

On June 25, 2024, following the approval of the necessary preferred holders, the Company modified the terms of the Series B and B-1 preferred stock to (i) extend the mandatory conversion period from fifteen ( 15 ) to eighteen

( 18 ) months from the original issue date and (ii) increase the percentage of dividends the holders of the preferred stock will be entitled to receive by including a dividend of ten percent ( 10 %) for the fifth full quarter from the closing date and a dividend of twenty five percent ( 25 %) for the sixth quarter from the closing date.

On September 11, 2024, following the approval of the necessary preferred holders, the Company modified the terms of the Series B-3 preferred stock to (i) extend the mandatory conversion period from fifteen ( 15 ) to eighteen ( 18 ) months from the original issue date and (ii) increase the percentage of dividends the holders of the preferred stock will be entitled to receive by including a dividend of ten percent ( 10 %) for the fifth full quarter from the closing date and a dividend of twenty five percent ( 25 %) for the sixth quarter from the closing date.

DARIOHEALTH CORP.

3 unchanged sentences

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

In December 2024, the Compensation Committee approved the grant of 300,000 restricted shares of Common Stock subject to time vesting to an employee of the Company and approved the grant of options to purchase up to 363,500 shares of Common Stock, to employees of the Company, at an exercise price of $ 0.80 per share.

The time vesting restricted shares of Common Stock and stock options vest over three years commencing on the respective grant dates.

The options have a ten-year term.

The restricted shares of Common Stock and the options were issued under the 2020 Plan.

In August 2024, the Compensation Committee approved the grant of 418,550 restricted shares of Common Stock to certain service providers.

During the year ended December 31, 2024, the Company recorded compensation expense in the amount of $ 354 related to the issuance of these shares of Common Stock.

On November 4, 2024, the Compensation Committee approved amendments to certain previously issued awards of restricted Common Stock in the aggregate amount of 68,750 and 250,000 , respectively, granted to Mr.

Erez Raphael, our Chief Executive Officer, and Mr.

Zvi Ben David, our Chief Financial Officer, in the aggregate amount of 23,750 and 125,000 , respectively, on May 18, 2022 and March 6, 2024 (collectively, the “Prior Awards”) to permit an immediate acceleration of the unvested portion of the Prior Awards in the event of change in control of the Company.

In December 2024, the Compensation Committee approved amendments to certain previously issued awards of restricted Common Stock in the aggregate amount of 176,001 , granted to certain employees, to permit an immediate acceleration of the unvested portion of the Prior Awards.

152,000 of the accelerated shares will be subject to a lockup until December 31, 2025.

During the year ended December 31, 2024, the Company recorded stock-based compensation expenses related to the acceleration of the unvested portion of the Prior Awards at the amount of $ 75 .

In April 2024, the Compensation Committee approved the grant of warrants to purchase up to 1,471,250 shares of Common Stock, with exercise prices between $ 1.43 to $ 2.00 per share, to certain consultants.

The warrants are exercisable into shares of Common Stock on or before December 31, 2026.

In addition, the Compensation Committee approved a reduction in the exercise price of warrants to purchase up to 700,000 shares of Common Stock issued to certain consultants in the past at exercise prices between $ 5.20 to $ 6.45 per share, to an exercise price of $ 1.60 per share.

During the year ended December 31, 2024, the Company recorded stock-based compensation expenses related to those repriced warrants at the amount of $ 332 .

In August 2024, the Compensation Committee approved the grant of warrants to purchase up to 600,000 shares of Common Stock subject to time vesting of one to two years , with exercise prices of $ 0.93 per share to certain consultants.

Out of the warrants to purchase 600,000 shares of Common Stock, 100,000 shares are exercisable into Common Stock on or before December 31, 2027, and 500,000 shares are exercisable into Common Stock on or before August 31, 2029.

In addition, the Compensation Committee approved the grant performance-based warrants to purchase up to 800,000 shares of Common Stock, with exercise prices of $ 0.93 per share to a certain consultant.

The warrants are exercisable into Common Stock on or before August 31, 2029.

Management's assumption is that it is not probable that the condition will be met.

During the year ended December 31, 2024, the Company recorded stock-based compensation expenses related to the warrants at the amount of $ 67 .

In November 2024, the Compensation Committee approved the grant of warrants to purchase up to 469,653 shares of Common Stock, with an exercise price of $ 0.9475 per share to a certain consultant.

The warrants are exercisable into Common Stock on or before the five years anniversary of the grant date.

During the year ended December 31, 2024, the Company recorded stock-based compensation expenses related to the warrants at the amount of $ 46 .

The Company concluded that the Series B, B-1 and B-3 preferred shares modification should be accounted for as an extinguishment transaction.

As such, the Company recorded the modified preferred shares at their fair value and derecognized the carrying amount of the previous unmodified shares, resulting in a deemed contribution of $ 12,194 .

In November, on the 18-month anniversary of the Series B, B-1 and B-3 Effective Date, 5,950 Series B, 3,000 B-1 and 406 B-3 Preferred Stock converted into 138,311 , 69,737 and 9,277 shares of Common Stock.

During the year ended December 31, 2024, the Company accounted for the dividend shares of common stock upon the deferred conversion of the Series B, B-1, B-2, and B-3 Convertible Preferred Stock as a deemed dividend in a total amount of $ 2,953 .

In April and June 2024, a total of 700 and 250 of certain Series B Convertible Preferred Stock were converted into 11,867 and 4,500 shares of Common Stock, respectively, including the issuance of dividend shares.

In addition, during the year ended December 31, 2024, the Company recorded deemed dividend in the amount of $ 616 with respect to the Series B convertible Preferred Stock.

In August 2024, 150 Series B-2 Preferred Stock automatically converted into 2,894 shares of Common Stock after the completion of the fifteen ( 15 )-month anniversary of the Series B-2 Preferred Stock.

The conversion included accumulative dividends payable upon conversion of Series B-2 Preferred Stock.

On May 20, 2025, the Company, upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series A-1 Preferred Stock (the “Series A-1 Certificate of Designation”) and a Third Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series B-1 Preferred Stock (the “Series B-1 Certificate of Designation”, collectively, with the Series A-1 Certificate of Designation, the “Certificates of Designation”), all with the Secretary of State of the State of Delaware.

The Series A-1 Certificate of Designation and Series B-1 Certificate of Designation were amended to provide the holders of such shares of preferred stock to request certain dividends and distributions to be made in the form of pre-funded Common Stock purchase warrants rather than shares of the Company’s Common Stock.

In March 2025, a total of 1,675 shares of certain Series A-1 Convertible Preferred Stock were converted into 38,980 shares of Common Stock.

The Series A-1 Certificate of Designation was amended to provide holders with the option to receive pre-funded warrants in lieu of Common Stock.

In September 2025, all outstanding shares of Series A-1 Preferred Stock and B-1 Preferred Stock, totaling 1,882 and 4,946 shares, were converted into 43,803 and 114,974 shares of Common Stock, respectively, and as of September 30, 2025, no Series A-1 Preferred Stock and B-1 Preferred Stock remains outstanding .

DARIOHEALTH CORP.

3 unchanged sentences

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

In December 2024, the Compensation Committee approved a reduction in the exercise price of warrants to purchase up to 881,250 shares of Common Stock issued to certain consultants in the past at exercise prices between $ 1.60 to $ 12.00 per share, to an exercise price of $ 0.70 per share.

During the year ended December 31, 2024, the Company recorded stock-based compensation expenses related to those repriced warrants at the amount of $ 164 .

In January 2023, the Compensation Committee approved the grant of warrants to purchase up to 280,000 shares of common stock, with an exercise price of $ 5.20 , per share to certain consultants.

The warrants are exercisable into common stock on or before December 31, 2026.

During the year ended December 31, 2023, the Company recorded compensation expenses for certain consultants in the amount of $ 650 .

In January 2023, the Compensation Committee approved a reduction in the exercise price of warrants to purchase up to 350,000 shares of common stock issued to certain consultants in the past at exercise prices between $ 7.50 to $ 30.00 per share, to an exercise price of $ 5.20 per share, subject to the performance of additional services.

The Company has accounted for the change as a modification and recorded the increase in fair value as compensation expense for those certain consultants in the amount of $ 960 .

On July 25, 2023, the Compensation Committee approved the grant of warrants to purchase up to 40,000 shares of common stock, with an exercise price of $ 3.46 , per share to a certain consultant, the stock options vests over a three-year period.

The warrants are exercisable into common stock on or before December 31, 2026.

During the year ended December 31, 2023, the Company recorded compensation expenses for this certain consultant in the amount of $ 29 .

On February 15, 2024, the Company executed a consulting agreement with a former officer of Twill.

Pursuant to the terms of the consulting agreement, the Company agreed to issue to the former officer of Twill 350,000 fully vested RSUs.

On June 25, 2024, the stockholders of the Company approved the issuance of certain restricted shares of Common Stock and warrants of the Company, under certain consulting agreements with former officers and directors of Twill.

Pursuant to the terms of the consulting agreements, the Company agreed to issue to those former officers of Twill warrants to purchase up to 1,032,946 shares of the Company’s Common Stock, of which 717,946 are subject to time vesting and 315,000 are subject to certain performance-based metrics, with an exercise price of $ 2.55 and 383,562 fully vested RSUs.

During the year ended December 31, 2024, the Company recorded share-based compensation expenses related to these service providers in the amount of $ 3,196 .

For the year ended December 31, 2024, no expenses were recorded related to the performance-based warrants.

On January 30, and September 27, 2024, out of the pre-funded warrants that were issued in July 2020, 400,017 and 287,303 were exercised on a cashless basis into 400,000 and 287,273 shares of Common Stock respectively.

As of December 31, 2024, the Company’s total outstanding prefunded warrants were exercisable into 995,499 shares of Common Stock.

On July 11, 2023, out of the pre-funded warrants that were issued in July 2020 and February 2022, 86,985 were exercised on a cashless basis into 86,983 shares of Common Stock.

I n April 2023, the Company issued 76,637 shares of common stock to settle an earn-out payment owed in connection with the acquisition of PsyInnovations, Inc.

(dba wayForward).

Series C, C-1 and C-2 Preferred Stock

In February 2024, the Company issued 17,307 , 4,000 and 1,115 Series C, C-1 and C-2 preferred shares, respectively, at a purchase price of $ 1,000 per preferred share.

The Series C and C-1 Preferred Stock are

The Series C and C-1 Preferred Stock are convertible into Common Stock at $ 40.40 per Common Stock.

The Series C-2 Preferred Stock is convertible into Common Stock at $ 42.80 per Common Stock.

As a result of the issuance of the preferred stock, the aggregate gross proceeds to the Company from the offering were approximately $ 22,422 .

On May 20, 2025, the Company, upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C Preferred Stock (the “Series C Certificate of Designation”), an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C-1 Preferred Stock (the “Series C-1 Certificate of Designation”), and an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C-2 Preferred Stock (the “Series C-2 Certificate of Designation”, collectively with the Series C Certificate of Designation and the Series C-1 Certificate of Designation, the “Series C Certificates of Designation”), all with the Secretary of State of the State of Delaware.

The Series C Certificates of Designation were amended to extend the mandatory conversion period from fifteen ( 15 ) to twenty-four ( 24 ) months from the original issue date.

The Company will issue a dividend equal to fifteen percent ( 15 %) of the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock, Series C-1 Preferred Stock and/or Series C-2 Preferred Stock then held by such holder for each full quarter anniversary of holding following the filing of the Series C Certificates of Designation with the Secretary of State of the State of Delaware.

The Company concluded that the Series C, C-1 and C-2 preferred shares modification should be accounted for as a modification transaction.

For the year ended December 31, 2025, the Company recorded the increase in fair value as a deemed dividend in the amounts of $ 734 respectively.

On September 18, 2025, the Company upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock and the approval of the Company’s Board of Directors, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C Preferred Stock, an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C-2 Preferred Stock, an Amended and Restated Certificate of Designation of Preferences, all with the Secretary of State of the State of Delaware.

The Series C Certificates of Designation were amended to accelerate the mandatory conversion period of all outstanding shares of each such series into shares of the Company’s Common Stock, or at each holder’s election in pre-funded warrants, effective as of September 18, 2025.

On September 25, 2025, the Company, upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock and the approval of the Company’s Board of Directors, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C-1 Preferred Stock with the Secretary of State of the State of Delaware.

The Series C-1 Certificate of Designation was amended to accelerate the mandatory conversion period of all outstanding shares of such series into shares of the Company’s Common Stock, or at each holder’s election in pre-funded warrants, effective as of September 25, 2025.

In connection with such mandatory conversion, each holder of preferred stock will also receive all accrued and unpaid dividends, including any dividend shares or payment-in-kind shares, in addition to the conversion shares issuable upon conversion, subject to certain beneficial ownership blockers.

The filings the certificates of designations were intended to amend and restate the terms mentioned above, and no additional securities were issued or sold as a result.

DARIOHEALTH CORP.

3 unchanged sentences

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

convertible into Common Stock at $ 2.02 per Common Stock.

The Series C-2 Preferred Stock is convertible into Common Stock at $ 2.14 per Common Stock.

As a result of the sale of the preferred stock, the aggregate gross proceeds to the Company from the Offering were approximately $ 22,422 .

In addition, the holders of preferred stock will also be entitled to dividends payable as follows:

(i) a number of shares of Common Stock equal to seven and a half five percent ( 7.5 %) of the number of shares of Common Stock issuable upon conversion of the preferred stock then held by such holder for each full quarter anniversary of holding for a total of four ( 4 ) quarters from the Closing Date, and (ii) a number of shares of Common Stock equal to fifteen percent ( 15 %) of the number of shares of Common Stock issuable upon conversion of the preferred stock then held by such holder on the fifth full quarter from the Closing Date.

Conversion activity:

In May, September and November 2024, a total of 100 , 25 and 20 shares of certain Series C Convertible Preferred Stock were converted into 2,475 , 711 and 606 shares of Common Stock, respectively.

In February, April, May and June 2025, a total of 1,270 shares of certain Series C Convertible Preferred Stock were converted into 44,422 , shares of Common Stock, respectively.

In September 2025, all outstanding shares of Series C, C-1 and C-2 Preferred Stock, totaling 20,957 shares, were converted into 982,845 shares of Common Stock, and as of September 30, 2025, no Series C, C-1 and C-2 Preferred Stock remains outstanding.

During the year ended December 31, 2025, the Company accounted for the dividend shares of Common Stock upon the dividend shares earned by Series C, C-1 and C-2 Preferred Stock as a deemed dividend in a total amount of $ 6,001 .

For the year ended December 31, 2024, the Company accounted for the dividend shares as a deemed dividend in a total amount of $ 6,542 , respectively.

Series D, D-1, D-2 and D-3 Preferred Stock

In December 2024, the Company issued 7,055 and 11,750 Series D and D-1 preferred shares, respectively, at a purchase price of $ 1,000 per preferred share.

The Series D and D-1 Preferred Stock are convertible into Common Stock at $ 0.73 per Common Stock.

The Series D and D -1 Preferred Stock were convertible into Common Stock at $ 14.60 per Common Stock.

As a result of the sale of the preferred stock, the aggregate gross proceeds to the Company from the offering were approximately $ 18,805 .

The conversion of the preferred stock is subject to stockholder approval, the preferred stock will automatically convert into shares of Common Stock, subject to certain beneficial ownership limitations, including a non-waivable 19.99 % ownership blocker, on the 12 -month anniversary of the issuance date.

According to the original certificates of designation, the preferred stock will automatically convert into shares of Common Stock, subject to certain beneficial ownership limitations, including a non-waivable 19.99 % ownership blocker, on the 12 -month anniversary of the issuance date.

The holders of preferred stock will also be entitled to dividends equal to a number of shares of Common Stock equal to ten percent ( 10 %) of the number of shares of Common Stock issuable upon conversion of the preferred stock then held by such holder for each full quarter anniversary of holding for a total of four ( 4 ) quarters from the Closing Date, all issuable upon conversion of the preferred stock.

In addition, the Company and certain purchasers in the Offering that are holders of the Company's Series B and C Preferred Stock executed lock up agreements (the “Lock Up Agreement”), pursuant to which the Company agreed to issue, subject to stockholder approval, up to forty percent ( 40 %) of the shares of Common Stock conversion shares of the preferred stock held by such purchaser, including dividend shares of Common Stock due upon conversion of these shares into shares of Common Stock, over the course of twelve ( 12 ) months (the “Additional Shares”).

Each holder shall be entitled to receive 10 % of the Additional Shares for each three ( 3 ) month period each holder agrees not to transfer or otherwise sell (subject to certain limitations) the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock and the dividend shares of Common Stock due upon conversion.

During the year ended December 31, 2024, the Company accounted for the dividend shares of Common Stock upon the dividend shares earned by Series D and D-1 Preferred Stock as a deemed dividend in a total amount of $ 318 .

On May 1, 2023, the Company entered into securities purchase agreements with accredited investors relating to an offering and the sale of an aggregate of 6,200 shares of newly designated Series B Preferred Stock (the “Series B Preferred Stock”), an aggregate of 7,946 shares of Series B-1 Preferred Stock (the “Series B-1 Preferred Stock”), and an aggregate of 150 shares of Series B-2 Preferred Stock (the “Series B-2 Preferred Stock”) at a purchase price of $ 1,000 for each share of preferred stock.

Certain of our executive officers and directors

On January 7, 2025, the Company entered into securities purchase agreements (each, a “Series D Purchase Agreement”) with accredited investors relating to an offering (the “Series D Offering”) and the sale of an aggregate of (i) 4,950 shares of newly designated Series D-2 Preferred Stock (the “Series D-2 Preferred Stock”), and (ii) 1,850 shares of Series D-3 Preferred Stock (the “Series D-3 Preferred Stock”), at a purchase price of $ 1,000 for each share of preferred stock.

As a result of the sale of the preferred stock, the aggregate gross proceeds to the Company from the Series D Offering were approximately $ 6,800 .

The closing of the Series D-2 Preferred Stock, and Series D-3 Preferred Stock occurred on January 14, 2025.

The conversion of the preferred stock was subject to stockholder approval.

In addition, according to the original certificates of designation, the preferred stock will automatically convert into shares of Common Stock, subject to certain beneficial ownership limitations, on the 12 -month anniversary of the issuance date.

The holders of preferred stock will also be entitled to dividends equal to a number of shares of Common Stock equal to ten percent ( 10 %) of the number of shares of Common Stock issuable upon conversion of the preferred stock then held by such holder for each full quarter anniversary of holding for a total of four quarters from the Closing Date, all issuable upon conversion of the preferred stock.

DARIOHEALTH CORP.

3 unchanged sentences

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

purchased shares of Series B-2 Preferred Stock in the offering.

On May 5, 2023, the Company entered into purchase agreements with accredited investors, relating to the offering of 1,106 shares of newly designated Series B-3 Preferred Stock (the “Series B-3 Preferred Stock”), at a purchase price of $ 1,000 for each share of preferred stock.

The initial conversion price for the Series B, B-1, B-2, and B-3 Preferred Stock was $ 3.334 , $ 3.334 , $ 3.370 and $ 3.392 , respectively, subject to adjustment in the event of stock splits, stock dividends, and similar transactions.

As a result of the sale of the preferred stock, the aggregate gross proceeds to the Company from the offerings were approximately $ 15,402 ($ 14,868 net of issuance expenses).

The preferred stock will automatically convert into shares of common stock, on the 15 -month anniversary of the issuance date.

The holders of preferred stock will also be entitled dividends payable as follows:

(i) a number of shares of common stock equal to five percent ( 5.0 %) of the number of shares of common stock issuable upon conversion of the preferred stock then held by such holder for each full quarter anniversary of holding for a total of four ( 4 ) quarters from the closing date, and (ii) a number of shares of common stock equal to ten percent ( 10 %) of the number of shares of common stock issuable upon conversion of the preferred stock then held by such holder on the fifth full quarter from the closing.

The Series B-2 Preferred Stock dividend is subject to receipt of the approval of the Company’s shareholders.

The Company concluded that the Series B, B-1 and B-3 preferred shares modification should be accounted for as an extinguishment transaction.

In November, on the 18-month anniversary of the Series B, B-1 and B-3 Effective Date, 5,950 Series B, 3,000 B-1 and 406 B-3 Preferred Stock converted into 2,766,201 , 1,394,721 and 185,526 shares of Common Stock.

In April and June 2024, a total of 700 and 250 of certain Series B Convertible Preferred Stock were converted into 237,323 and 89,982 shares of Common Stock, respectively, including the issuance of dividend shares.

In addition, during the year ended December 31, 2024, the Company recorded deemed dividend in the amount of $ 616 with respect to the Series B convertible Preferred Stock.

In August 2024, 150 Series B-2 Preferred Stock automatically converted into 57,868 shares of Common Stock after the completion of the fifteen ( 15 )-month anniversary of the Series B-2 Preferred Stock.

The conversion included accumulative dividends payable upon conversion of Series B-2 Preferred Stock.

On April 28, 2025, the Company held a special meeting of stockholders in which the stockholders approved the (A) the issuance of shares of Common Stock, in excess of 20 % of the issued and outstanding shares of Common Stock, upon:

(i) the conversion of 25,605 shares of our Series D, D-1, D-2 and D-3 Preferred Stock into an aggregate of 1,697,677 shares of Common Stock, which were issued pursuant to private placement transactions that closed on December 18, 2024 and January 14, 2025, (ii) the issuance of up to 679,085 shares of Common Stock issuable as dividends to the Series D, D-1, D-2 and D-3 Preferred Stock;

and (iii) the issuance of up to 208,754 shares of Common Stock issuable as share consideration provided under the Lock Up Agreements;

and (B) (i) reduce the exercise price of certain warrants to purchase 29,246 shares of Common Stock issued to the Avenue Lenders to $ 14.42 per share, and (ii) to permit the conversion of up to two million dollars of the principal amount of the loan issued by the Avenue Lenders to us at a conversion price of $ 17.30 per share.

The Avenue loan facility was repaid in full (see Note 7).

On September 18, 2025, the Company upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock and the approval of the Company’s Board of Directors, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series D Preferred Stock, Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series D-1 Preferred Stock, an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series D-2 Preferred Stock, and an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series D-3 Preferred Stock, all with the Secretary of State of the State of Delaware.

The Series D Certificates of Designation were amended to accelerate the mandatory conversion period of all outstanding shares of each such series into shares of the Company’s Common Stock, or at each holder’s election in pre-funded warrants, effective as of September 18, 2025.

In September 2025, all outstanding shares of Series D, D-1, D-2 and D-3 Preferred Stock, totaling 25,605 shares, were converted into 1,600,043 and 776,719 shares of Common Stock and pre-funded warrants, respectively, and as of September 30, 2025, no shares of Series D, D-1, D-2 and D-3 Preferred Stock remains outstanding.

During the year ended December 31, 2025, the Company accounted for the dividend shares of Common Stock upon the dividend shares earned by Series D and D-1 Preferred Stock as a deemed dividend for an amount of $ 10,154 .

During the year ended December 31, 2025, the Company accounted for the dividend shares of Common Stock upon the dividend shares earned by Series D-2 and D-3 Preferred Stock as a deemed dividend for an amount of $ 2,261 .

Lock-Up Agreements

In December 2024, the Company and certain purchasers in the offering that are holders of the Company's Series B and C Preferred Stock executed lock up agreements (the “Lock Up Agreement”), pursuant to which the Company agreed to issue, subject to stockholder approval, up to forty percent ( 40 %)of the shares of Common Stock conversion shares of the preferred stock held by such purchaser, including dividend shares of Common Stock due upon conversion of these shares into shares of Common Stock, over the course of twelve ( 12 )months (the “Additional Shares”).

Each holder shall be entitled to receive 10 % of the Additional Shares for each three ( 3 )month period each holder agrees not to transfer or otherwise sell (subject to certain limitations) the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock and the dividend shares of Common Stock due upon conversion.

DARIOHEALTH CORP.

3 unchanged sentences

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

Through November 2022, December 2022 and January 2023, 6,355 Series A Preferred Stock automatically converted into 2,133,904 shares of Common Stock after the completion of the 36 -month anniversary of each the Series A Preferred Stock.

The conversion included accumulative dividends payable available upon conversion of each Series A Preferred Stock.

As of December 31, 2024, there were 3,557 shares of Series A-1 Preferred stock issued and outstanding.

The outstanding Series A-1 Preferred stock is convertible into approximately 1,655,548 shares of Common Stock, including the issuance of dividend shares.

As of December 31, 2024, there were 4,946 shares of Series B-1 Preferred stock issued and outstanding.

The outstanding Series B-1 Preferred stock is convertible into approximately 2,299,432 shares of Common Stock, including the issuance of dividend shares.

As of December 31 , 2024, there were 22,277 shares of Series C, C-1 and C-2 Preferred stock issued and outstanding.

The outstanding Series C, C-1 and C-2 Preferred stock is convertible into approximately 13,497,265 shares of Common Stock, including the issuance of dividend shares.

As of December 31 , 2024, there were 18,805 shares of Series D, and D-1 Preferred stock issued and outstanding.

The outstanding Series D, and D-1 Preferred stock is convertible into approximately 25,762,850 shares of Common Stock, including the issuance of dividend shares.

During the year ended December 31, 2024, options were exercised into 10,714 shares of Common Stock.

Stock-based compensation:

On January 23, 2012, the Company’s Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) was adopted by the Board of Directors of the Company and approved by a majority of the Company’s stockholders, under which options to purchase shares of the Company’s Common Stock have been reserved.

Under the 2012 Plan, options to purchase shares of Common Stock may be granted to employees and non-employees of the Company or any affiliate, each option granted can be exercised to one share of Common Stock.

The 2012 Plan has expired.

Between May 23, 2025 and May 28, 2025, the Company and holders that previously entered into the Lock-Up Agreement, entered into an Amended and Restated Lock-Up Agreement (the “A&R Lock-Up Agreement”) pursuant to which the holders agreed to extend the restrictive period previously provided in the Lock-Up Agreements until February 21, 2026 (the “Lock-Up Period”) for the right to receive an additional 10 % of the Common Stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by the holders.

The Company concluded that the A&R Lock-Up Agreement modification should be accounted for as a modification transaction.

For the year ended December 31, 2025, the Company recorded the increase in fair value as a deemed dividend in the amount of $ 870 respectively.

On October 20, 2025, the Company and holders that previously entered into the Lock-Up Agreement entered into a Second Amended and Restated Lock-Up Agreement (the “Second A&R Lock-Up Agreement”) pursuant to which the Lock-Up Period shall automatically terminate, and all share consideration shall be accelerated and immediately be issued by the Company in full (to the extent not already issued) upon (A) any merger or consolidation of the Company with or into another individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization, (B) any sale of all or substantially all of the Company’s assets in one transaction or a series of related transactions, or (C) any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property.

On October 14, 2020, the Company’s stockholders approved the 2020 Plan.

1 unchanged sentence

In January 2024, pursuant to the terms of the 2020 Plan as approved by the Company's stockholders, the Company increased the number of shares authorized for issuance under the 2020 Plan by 124,688 shares, from 293,143 to 417,831 .

In January 2024, pursuant to the terms of the 2020 Plan as approved by the Company’s stockholders, the Company increased the number of shares authorized for issuance under the 2020 Plan by 2,493,764 shares, from 5,862,860 to 8,356,624 .

In June 2024, pursuant to the terms of the 2020 Plan as approved by the Company's stockholders, the Company increased the number of shares authorized for issuance under the 2020 Plan by 150,000 shares, from 417,831 to 567,831 .

In January 2025, pursuant to the terms of the 2020 Plan as approved by the Company’s stockholders, the Company increased the number of shares authorized for issuance under the 2020 Plan by 327,052 shares, from 567,832 to 894,883 .

On July 23, 2025, the Company’s stockholders resolved to amend and restate the Company’s 2020 Plan, to (i) provide that for each of the calendar years ending on December 31, 2026, December 31, 2027, December 31, 2028, December 31, 2029 and December 31, 2030, the number of shares available under the 2020 Plan shall be increased by an additional number of shares of the Company’s Common Stock, equal to six percent ( 6 %) of the number of shares of Common Stock issued and outstanding on a fully diluted basis on the immediately preceding December 31;

and (ii) authorize the grant of restricted stock units as a permissible form of award under the 2020 Plan.

DARIOHEALTH CORP.

3 unchanged sentences

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

Stock Option, Restricted Stock and Warrant Grants

Employees, Directors & Officers, and Consultants:

During 2025, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved grants of an aggregate of 364,951 restricted shares of Common Stock (including 4,000 performance-based restricted shares) to employees, consultants, officers and directors of the Company, and approved grants of options to purchase an aggregate of 86,224 shares of Common Stock (including 8,750 performance-based options) to employees and consultants of the Company, at exercise prices ranging from $ 9.31 to $ 15.69 per share.

The time-vesting restricted shares and stock options vest over various periods ranging from two to three years commencing on the respective grant dates, and the options have a ten-year contractual term.

All such restricted shares and options were issued pursuant to the Company’s Amended and Restated 2020 Equity Incentive Plan, as amended (the “2020 Plan”).

In addition, during 2025, the Compensation Committee approved an amendment to certain previously issued restricted stock awards to accelerate the vesting of 1,750 previously unvested restricted shares.

Service Providers:

During 2025, the Compensation Committee approved grants of an aggregate of 291,500 restricted shares of Common Stock to certain service providers.

Such restricted shares vest over various periods, including up to six months .

Employees, Officers, Consultants & Directors:

During 2024, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved grants of an aggregate of 155,344 restricted shares of Common Stock subject to time-based vesting to employees, officers and directors of the Company, and approved grants of options to purchase an aggregate of 235,431 shares of Common Stock (including 31,000 performance-based options) to employees, officers and consultants of the Company, at exercise prices ranging from $ 16.00 to $ 42.80 per share.

The time-vesting restricted shares and stock options vest over various periods ranging from one to three years commencing on the respective grant dates, and the options have a ten-year contractual term.

All such restricted shares and options were issued pursuant to the Company’s Amended and Restated 2020 Equity Incentive Plan, as amended (the “2020 Plan”).

In May 2024, the Compensation Committee approved the grant of a non-qualified stock option to purchase up to 112,500 shares of Common Stock as an inducement grant to the new Chief Commercial Officer.

Out of the 112,500 shares of Common Stock, 25,000 shares will vest over three years , with one third of such shares vesting on June 1, 2025 , and the remaining shares vesting in equal quarterly amounts during the following two years .

87,500 of the options are performance-based and will commence vesting upon reaching certain performance goals during the fiscal years between 2024 and 2027.

Each performance option will vest over a three-year period commencing on the first day of the following fiscal year to which such option relates, in eight equal quarterly instalments.

As of December 31, 2025, performance conditions related to 42,500 of the performance-based options had not been achieved and, accordingly, such options had not vested.

No stock-based compensation expense had been recognized for the performance-based options, as management concluded that the applicable performance conditions were not considered probable as of that date.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except stock and stock data)

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

Warrant Grants and Modifications

2025 Warrant Activity

In February 2025, the Compensation Committee approved the grant of warrants to purchase up to 52,500 shares of Common Stock, with exercise prices of $ 12.80 per share, to certain consultants.

The warrants are exercisable into shares of Common Stock on or before February 10, 2028.

In April 2025, the Compensation Committee approved a reduction in the exercise price of warrants to purchase up to 17,813 shares of Common Stock issued to certain consultants in the past at exercise prices between $ 28.60 to $ 40.00 per share, to an exercise price of $ 15.60 per share.

The warrants are exercisable into shares of Common Stock on or before February 12, 2026 and December 31, 2027.

On April 28, 2025, prior to the repayment of the Avenue Loan Facility, the Company's stockholders approved a reduction to the exercise price of warrants to purchase 29,246 shares of Common Stock issued to the Avenue Lenders from $ 40.40 to $ 14.42 per share.

The Company recognized the incremental fair value resulting from the modification in the amount of $ 102 .

The Avenue loan facility was repaid in full (see Note 7).

In June 2025, the Compensation Committee approved the grant of warrants to purchase up to 22,500 shares of Common Stock, with exercise prices of $ 13.40 per share, to certain consultants.

The warrants are exercisable into shares of Common Stock on or before June 1, 2028.

2024 Warrant Activity

In April 2024, the Compensation Committee approved the grant of warrants to purchase up to 73,563 shares of Common Stock, with exercise prices between $ 28.60 to $ 40.00 per share, to certain consultants.

The warrants are exercisable into shares of Common Stock on or before December 31, 2026.

In addition, the Compensation Committee approved a reduction in the exercise price of warrants to purchase up to 35,000 shares of Common Stock issued to certain consultants in the past at exercise prices between $ 104.00 to $ 129.00 per share, to an exercise price of $ 32.00 per share.

During the year ended December 31, 2024, the Company recorded stock-based compensation expenses related to those repriced warrants at the amount of $ 332 .

In August 2024, the Compensation Committee approved the grant of warrants to purchase up to 30,000 shares of Common Stock subject to time vesting of one to two years , with exercise prices of $ 18.60 per share to certain consultants.

Out of the warrants to purchase 30,000 shares of Common Stock, 5,000 shares are exercisable into Common Stock on or before December 31, 2027, and 25,000 shares are exercisable into Common Stock on or before August 31, 2029.

In addition, the Compensation Committee approved the grant of performance-based warrants to purchase up to 40,000 shares of Common Stock, with exercise prices of $ 18.60 per share to a certain consultant.

The warrants are exercisable into Common Stock on or before August 31, 2029.

Management's assumption is that it is not probable that the condition will be met.

During the year ended December 31, 2024, the Company recorded stock-based compensation expenses related to the warrants at the amount of $ 67 .

In November 2024, the Compensation Committee approved the grant of warrants to purchase up to 23,483 shares of Common Stock, with an exercise price of $ 18.95 per share to a certain consultant.

The warrants are exercisable into Common Stock on or before the five years anniversary of the grant date.

During the year ended December 31, 2024, the Company recorded stock-based compensation expenses related to the warrants at the amount of $ 46 .

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except stock and stock data)

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

In December 2024, the Compensation Committee approved a reduction in the exercise price of warrants to purchase up to 44,063 shares of Common Stock issued to certain consultants in the past at exercise prices between $ 32.00 to $ 240.00 per share, to an exercise price of $ 14.00 per share.

During the year ended December 31, 2024, the Company recorded stock-based compensation expenses related to those repriced warrants at the amount of $ 164 .

Consulting Agreements and Service Providers

On February 15, 2024, the Company executed a consulting agreement with a former officer of Twill.

Pursuant to the terms of the consulting agreement, the Company agreed to issue to the former officer of Twill 17,500 fully vested RSUs.

Pursuant to the terms of the consulting agreements, the Company agreed to issue to those former officers of Twill warrants to purchase up to 51,648 shares of the Company’s Common Stock, of which 35,898 are subject to time vesting and 15,750 are subject to certain performance-based metrics, with an exercise price of $ 51 and 19,179 fully vested RSUs.

The 15,750 performance-based warrants expired upon conclusion of the Consulting Agreement.

During the years ended December 31, 2025 and 2024, the Company recorded share-based compensation expense related to these service providers in the amounts of $ 53 and $ 3,196 , respectively.

For the years ended December 31, 2025 and 2024, no share-based compensation expense was recorded related to the performance-based warrants.

Restricted Share Acceleration

On November 4, 2024, the Compensation Committee approved amendments to certain previously issued awards of restricted Common Stock in the aggregate amount of 3,438 and 12,500 , respectively, granted to Mr.

Erez Raphael, our Chief Executive Officer, and Mr.

Zvi Ben David, our former Chief Financial Officer, in the aggregate amount of 1,188 and 6,250 , respectively, on May 18, 2022 and March 6, 2024 (collectively, the "Prior Awards") to permit an immediate acceleration of the unvested portion of the Prior Awards in the event of change in control of the Company.

In December 2024, the Compensation Committee approved amendments to certain previously issued awards of restricted Common Stock in the aggregate amount of 8,800 , granted to certain employees, to permit an immediate acceleration of the unvested portion of the Prior Awards.

7,600 of the accelerated shares will be subject to a lockup until December 31, 2025.

During the year ended December 31, 2024, the Company recorded stock-based compensation expenses related to the acceleration of the unvested portion of the Prior Awards at the amount of $ 75 .

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except stock and stock data)

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

Outstanding Warrants

The table below summarizes the outstanding warrants as of December 31, 202 5 :

2 unchanged sentences

Expiration date

Agent warrants July 31 2020

July 31, 2025

Agent warrants July 31 2020

July 31, 2025

September 26, 2025

December 31, 2026

6 unchanged sentences

December 31, 2026

August 24, 2027

December 31, 2027

February 10, 2028

Lender of loan facility

4 unchanged sentences

February 21, 2029

Lender of loan facility

August 1, 2029

August 25, 2029

November 4, 2029

February 15, 2034

Lender of loan facility

April 30, 2032

February 15, 2034

The fair value of the warrants is calculated using the black-Sholes model with the same assumptions applied to the stock options, as reflected in the stock option activity table below.

DARIOHEALTH CORP.

3 unchanged sentences

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

In January 2023 and April 2023, the Board of Directors approved the acceleration of the unvested portion of 42,500 restricted shares of Common Stock to a certain employee of the Company.

The share acceleration was part of a separation agreement with the employees.

The Company has accounted for the acceleration as a type-3 modification and recorded compensation expenses in the amount of $ 153 .

During the year ended December 31, 2023, the Company’s Compensation Committee approved the grant of 927,100 restricted shares of Common Stock to employees and consultants of which 537,100 are under the Company’s 2020 Equity Incentive Plan, as amended (“2020 Plan”).

Out of the restricted shares granted, 235,000 restricted shares of Common Stock will vest immediately, 30,000 restricted shares will vest over a period of six months , and the remaining 662,100 restricted shares of Common Stock will vest over a period between two to four years commencing on the respective grant dates.

The Compensation Committee also approved the grant of options to purchase up to 833,900 shares of Common Stock for employees and consultants of the Company, at exercise prices between $ 3.69 and $ 4.48 per share.

Stock options to purchase 528,900 shares of common stock vest over a three-year period commencing on the respective grant dates, and options to purchase 305,000 shares of common stock are performance-based.

The options have a ten-year term and were issued under the 2020 Plan.

Stock Option Activity

Transactions related to the grant of options to employees, directors and non-employees under the above plans and non-plan options during the year ended December 31, 2025 were as follows:

4 unchanged sentences

Options forfeited

( 1,715,671 )

Options outstanding at end of period

1 unchanged sentence

Exercisable at end of period

(**) See note 1e regarding reverse share split.

Weighted average grant date fair value of options granted during the year ended December 31, 2025, and 2024 is $ 8.83 and $ 15.11 , respectively.

2 unchanged sentences

The average intrinsic value of the options exercised in 2025 and 2024 were $ 0 and $ 24 , respectively.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except stock and stock data)

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

Transactions related to the grant of restricted shares of Common Stock to employees, directors, and non-employees under the above plans during the year ended December 31, 2024 were as follows:

Restricted shares

Restricted shares outstanding at beginning of year

Restricted shares granted

Restricted shares forfeited

Restricted shares outstanding at end of period

The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model.

The fair value of the restricted shares vested during 2024 amounts to $ 1,644 .

The assumptions used are determined as follows:

8 unchanged sentences

The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and therefore, it used an expected dividend yield of zero.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except stock and stock data)

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

The following table presents the assumptions used to estimate the fair values of the options granted to employees, non-employees and directors in the period presented:

5 unchanged sentences

As of December 31, 2025, the total unrecognized estimated compensation cost related to non-vested stock options and restricted shares granted prior to that date was $ 5,471 , which is expected to be recognized over a weighted average period of approximately 1.10 years.

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except stock and stock data)

NOTE 16:- STOCKHOLDERS’ EQUITY (Cont.)

Stock Activity

Transactions related to the movement of restricted shares of Common Stock to employees, directors, and non-employees under the above plans during the year ended December 31, 2025 were as follows:

Restricted shares**

Restricted shares outstanding at beginning of year

Restricted shares granted

Restricted shares forfeited

Restricted shares outstanding at end of period (***)

(**) See note 1e regarding reverse share split.

(***) Including vested restricted shares.

Number of restricted shares vested during 2025 amounts to 58,158 .

The fair value of the restricted shares granted during 2025 amounts to $ 3,177 .

The total compensation cost related to all the Company’s equity-based awards, recognized during year ended December 31, 2025 and 2024 were comprised as follows:

4 unchanged sentences

Total stock-based compensation expenses

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except stock and stock data)

NOTE 17:- SELECTED STATEMENTS OF OPERATIONS DATA

Financial expenses (income), net:

Other Financial expenses (income), net:

Foreign currency adjustments expenses, net

Interest income

Revaluation of short-term investments

Remeasurement of long-term loan

1 unchanged sentence

Modification of warrants

Debt issuance cost

Total Financial expenses (income), net

Other Financial Expenses

Other financial expenses (income), net

DARIOHEALTH CORP.

12 unchanged sentences

Geographic Information

• As of December 31, 2024, the majority of the Company’s long live assets are located in Israel.

• As of December 31, 2025, the majority of the Company’s long live assets are located in Israel and India, in the amounts of $ 1,066 and $ 171 , respectively.

• As of December 31, 2025, the majority of the Company's revenue is generated in the U.S.

8 unchanged sentences

The total number of potential common shares related to the outstanding options, warrant and preferred shares excluded from the calculations of diluted net loss per share due to their anti-dilutive effect was 3,089,371 for the year ended December 31, 2025, and for the year ended December 31, 2024, was 1,783,543 .

The following table sets forth the computation of the Company’s basic net earnings (loss) per common and preferred stock:

Preferred A-1

Preferred B-1

Preferred B-2

Preferred B-3

Preferred C-1

Preferred C-2

Preferred D-1

Basic earnings (loss) per share

Allocation of undistributed loss

( 30,088,977 )

( 1,145,280 )

( 1,710,847 )

( 4,933,826 )

( 1,146,033 )

Number of shares used in per share computation

Basic earnings (loss) per share amounts:

Distributed earnings - deemed dividends (contribution)

Undistributed loss - allocated

Basic earnings (loss) per share

* Series D Preferred Stock which are subject to the lockup agreements (see Note 16).

DARIOHEALTH CORP.

AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

dollars in thousands (except stock and stock data)

- BASIC AND DILUTED NET LOSS PER COMMON STOCK (Cont.)

Preferred A-1

Preferred B-1

Preferred B-2

Preferred B-3

Basic earnings (loss) per share

Allocation of undistributed loss

( 54,860,245 )

( 2,528,086 )

( 2,476,171 )

The following table sets forth the computation of the Company’s basic net earnings (loss) per common stock:

Deemed dividend (contribution)

( 1,764,421 )

Number of shares used in per share computation

Basic earnings (loss) per share amounts:

Distributed earnings - deemed dividends (contribution)

Undistributed loss - allocated

Basic earnings (loss) per share

loss attributable to participating preferred stock

Net loss attributable to common stock shareholders used in computing basic net loss per share

Weighted average number of common stock used in computing basic loss per share

Basic and diluted net loss per common stock

DARIOHEALTH CORP.

2 unchanged sentences

dollars in thousands (except stock and stock data)

- RELATED PARTIES TRANSACTIONS

In February 2025, the Company appointed a new non-executive director to its Board.

The director is a member of a consulting firm that has provided investment and business consulting services to the Company since 2021 under a consulting agreement.

Pursuant to the consulting agreement, the Company agreed to pay the consultant a monthly cash retainer upon the successful completion of certain milestones.

In addition, the Company agreed to issue 7,500 restricted shares of Common Stock to the consulting firm, vesting quarterly over a four-year period.

As of December 31, 2025, the consulting firm received approximately 12,900 shares of Common Stock and warrants to purchase up to 5,000 shares of Common Stock.

In addition, in February 2025, the Company entered into a second amendment to the consulting agreement, pursuant to which it agreed to pay the consulting firm a fixed monthly cash retainer of $ 10 .

During the year ended December 31, 2025, the Company recorded share-based compensation expenses related to this service provider in the amounts of $ 168 .

In September 2025, the Compensation Committee approved the grant of 20,000 restricted shares subject to time vesting to the director.

The time-vesting restricted shares shall vest on the last day of the second-year anniversary commencing on the respective grant date.

The restricted shares were issued under Amended and Restated 2020 Equity Incentive Plan, as amended (the “2020 Plan”).

NOTE 21:- SUBSEQUENT EVENTS

As a result of the sale of the preferred stock, the aggregate gross proceeds to the Company from the Series D Offering are approximately $ 6,800 .

The closing of the Series D-2 Preferred Stock, and Series D-3 Preferred Stock occurred on January 14, 2025.

The conversion of the preferred stock is subject to stockholder approval.

In addition, the preferred stock will automatically convert into shares of Common Stock, subject to certain beneficial ownership limitations, on the 12 -month anniversary of the issuance date.

The holders of preferred stock will also be entitled to dividends equal to a number of shares of Common Stock equal to ten percent ( 10 %) of the number of shares of Common Stock issuable upon conversion of the preferred stock then held by such holder for each full quarter anniversary of holding for a total of four quarters from the Closing Date, all issuable upon conversion of the preferred stock.

In February 2025, the Compensation Committee approved the grant of 575,000 restricted shares of Common Stock to certain service providers and approved the grant of warrants to purchase up to 1,050,000 shares of Common Stock, with exercise prices of $ 0.64 per share, to certain consultants.

The warrants are exercisable into shares of Common Stock on or before February 10, 2028.

On January 29, 2026 the Company’s stockholders resolved to amend the Company’s 2020 Plan, to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan by 500,000 shares.

In February 2026, a total of 125,005 Pre-Funded Warrants were exercised into 124,982 shares of Common Stock.

In February 2025, the Compensation Committee approved the grant of 30,000 restricted shares of Common Stock to a director of the Company and an amendment to certain previously issued awards of restricted Common Stock in the aggregate amount of 35,000 , granted to the director, to permit an immediate acceleration of the unvested portion of the Prior Awards.

On February 5, 2026, out of the pre-funded warrants that were issued in September 2025, 62,016 were exercised on a cashless basis into 62,016 shares of Common Stock.

As of this date, the Company’s total outstanding prefunded warrants were exercisable into 2,377,553 shares of Common Stock.

In February, 2026, pursuant to the A&R Lock-Up Agreements, the Company issued an aggregate of 204,851 shares of Common Stock and 104,090 pre-funded warrants upon conversion of the lock-up consideration.

- - - - - - - - - - - - - - -

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures