Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted on the Nasdaq Capital Market under the symbol “DRIO”.
Record Holders
As of March 11 , 2026, we had 41 5 stockholders of record of our common stock.
Dividends
We have never paid any cash dividends on our common stock. We anticipate that we will retain funds and future earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements and other factors that our Board of Directors deems relevant. In addition, the terms of any future debt or credit financings may preclude us from paying dividends.
Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2025:
The following table provides information as of December 31, 2025, with respect to awards outstanding under the Company’s Amended and Restated 2012 Equity Incentive Plan (the “2012 Equity Incentive Plan”), the Company’s Amended and Restated 2020 Equity Incentive Plan, as amended (the “2020 Equity Incentive Plan”), and the Company’s other equity compensation arrangements.
Number of securities
to be issued upon
Weighted-average
exercise of
exercise price of
Number of securities
outstanding options,
outstanding options,
remaining available
Plan category
Forfeited shares (4)
warrants and rights
warrants and rights
for future issuance
Equity compensation plans approved by security holders
133,208
189,868
$
51.51
98,927
Equity compensation plans not approved by security holders (1)
2,500
$
115.00
—
Equity compensation plans not approved by security holders (2)
51,900
$
51.00
—
Equity compensation plans not approved by security holders (3)
92,500
$
27.00
—
Total
133,208
336,768
98,927
In March 2013, our Board adopted a non-employee director’s remuneration policy.
(1) In March 2020, our Board approved the grant of certain non-plan options as a material inducement for employment, in accordance with Nasdaq Listing Rule 5635(c)(4), to our newly hired Chief Medical Officer. The options have an exercise price of $115.00 per share, and vest over a three-year period with one third vesting after one year and the balance vesting over eight quarterly installments after the first anniversary; these options have a cashless exercise feature and a six-year term.
(2) In February 2024, our Board approved the grant of certain non-plan options as a material inducement for employment, in accordance with Nasdaq Listing Rule 5635(c)(4), to the employees of Twill. The options have an exercise price of $51.00 per share, the options are time based and vest over a two-year period in eight equal amounts. These options have a cashless exercise feature and a ten-year term.
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(3) In June 2024, our Board approved the grant of certain non-plan options as a material inducement for employment, in accordance with Nasdaq Listing Rule 5635(c)(4), to our newly hired Chief Commercial Officer. The options have an exercise price of $27.00 per share, 25,000 options are time based and vest over a three-year period. One third vests after one year and the balance vests over eight quarterly installments after the first anniversary; these options have a cashless exercise feature and a ten-year term. An additional 87,500 options are performance based, and vest upon achieving personal objective during the years 2025 to 2028. During the year ended December 31, 2025, 22,500 performance-based options expired as the applicable objectives were not achieved.
(4) 133,208 restricted shares of common stock issued to certain of our employees were forfeited, as they were not vested upon certain employee departures.
On September 2, 2020, and October 14, 2020, respectively, our Board of Directors and stockholders approved and adopted the 2020 Equity Incentive Plan, reserving for issuance a pool of 45,000 shares of the Company’s common stock under the plan. On January 1, 2021, the number of shares of common stock available under the plan increased to 91,445 according to the terms thereof. On June 7, 2021, the number of shares of common stock available under the plan increased to 126,445 according to the terms thereof. On January 1, 2022, the number of shares of common stock available under the plan increased to 193,426 according to the terms thereof. On January 1, 2023, the number of shares of common stock available under the plan increased to 293,143 according to the terms thereof. On January 1, 2024, the number of shares of common stock available under the plan increased to 417,832 according to the terms thereof. On June 25, 2024, the number of shares of common stock available under the plan increased to 567,832. On January 1, 2025, the numbers of shares of common stock available under the plan increased to 894,883. As of March 11, 2026, there were 1,238,177 shares of Common Stock reserved for issuance thereunder.
The Company’s officers and directors are among the persons eligible to receive awards under the 2020 Equity Incentive Plan in accordance with the terms and conditions thereunder.
The purpose of our 2020 Equity Incentive Plan is to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial achievements The 2020 Equity Incentive Plan is administered by the Compensation Committee of our Board of Directors or by the full board, which may determine, among other things, the (a) terms and conditions of any option or stock purchase right granted, including the exercise price and the vesting schedule, (b) persons who are to receive options and stock purchase rights and (c) the number of shares to be subject to each option and stock purchase right.
The 2020 Equity Incentive Plan provides for the grant of (i) ”incentive” options (qualified under section 422 of the Internal Revenue Code of 1986, as amended) to employees of our company and (ii) non-qualified options to directors and consultants of our company, (iii) restricted stock units (“RSUs”), and (iv) other stock-based awards. In addition, our Board of Directors has authorized the appointment of IBI Capital Compensation and Trusts (2004) Ltd. to act as a trustee for grants of options under the Israeli sub-plan to Israeli residents.
In connection with the administration of our 2020 Equity Incentive Plan, our Compensation Committee:
● determines which employees and other persons will be granted awards under our 2020 Equity Incentive Plan;
● grants the awards to those selected to participate;
● determines the exercise price for options; and
● prescribes any limitations, restrictions and conditions upon any awards, including the vesting conditions of awards.
Our Compensation Committee: (i) interpret our 2020 Equity Incentive Plan; and (ii) makes all other determinations and actions that may be necessary or advisable to implement and administer our 2020 Equity Incentive Plan.
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The 2020 Equity Incentive Plan provides that in the event of a change of control, the Compensation Committee or our Board of Directors shall have the discretion to determine whether and to what extent to accelerate the vesting, exercise or payment of an award.
In addition, our Board of Directors may amend our 2020 Equity Incentive Plan at any time. However, without stockholder approval, our 2020 Equity Incentive Plan may not be amended in a manner that would:
● increase the number of shares that may be issued under such 2020 Equity Incentive Plan;
● materially modify the requirements for eligibility for participation in such 2020 Equity Incentive Plan;
● materially increase the benefits to participants provided by such 2020 Equity Incentive Plan; or
● otherwise disqualify such 2020 Equity Incentive Plan for coverage under Rule 16b-3 promulgated under the Exchange Act.
Awards previously granted under our 2020 Equity Incentive Plan may not be impaired or affected by any amendment of such without the consent of the affected grantees.
On May 19, 2025, our Board of Directors, upon the recommendation of the Compensation Committee approved an amended and restated 2020 Equity Incentive Plan, which was approved by the stockholders on July 23, 2025. The principal amendments (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 Equity Incentive Plan shall be increased by an additional number of shares of 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 RSU s as a permissible form of award under the 2020 Equity Incentive Plan.
On January 29, 2026, our stockholders approved an amendment to our 2020 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2020 Equity Incentive Plan by 500,000 shares.
In addition to the 2020 Equity Incentive Plan, we also maintain the Amended and Restated 2012 Equity Incentive Plan. Under the 2012 Equity Incentive Plan, awards may be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants of our subsidiary. Pursuant to the 2012 Equity Incentive Plan, the total number of shares of Common Stock authorized for issuance thereunder may not exceed 98,434. The 2012 Equity Incentive Plan expired on January 23, 2022. We may issue awards under the 2012 Equity Incentive Plan up to the amount available under the 2012 Equity Incentive Plan.
Unregistered Sales of Equity Securities and Use of Proceeds
During the fourth quarter of 2025, we issued an aggregate 150,000 shares of our common stock to certain of our service providers as compensation to them for services rendered.
We claimed exemption from registration under the Securities Act of 1933, as amended (“Securities Act”), for the foregoing transactions under Section 4(a)(2) of the Securities Act.
Item 6. [Reserved]