Director — Lawrence Leisure: A director retired for personal reasons without any disagreement, representing a standard board turnover event rather than a senior executive loss.

President and Chief Commercial Officer — Steven Nelson: The President and Chief Commercial Officer is leaving the company following an extended medical leave, representing the loss of a senior executive without an immediate named successor.

Entry into a Material Definitive Agreement. On July 22, 2026, DarioHealth Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with institutional investors, pursuant to which the Company agreed to issue and sell to the investors in a registered direct offering priced at-the-market under Nasdaq rules (the “Offering”) an aggregate of 2,437,060 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and pre-f…

President and Chief Commercial Officer — Steven Nelson: Steven Nelson is on an extended indefinite medical leave of absence.

Director — John R. Palumbo: Appointment of John R. Palumbo to the Board of Directors.

Entry into a Material Definitive Agreement. On March 30, 2026, DarioHealth Corp., a Delaware corporation (the “Company”), entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”), pursuant to which the Company may issue and sell, from time to time, up to an aggregate of $20,000,000 of shares of its common stock, par value $0.0001 per share (the “Shares”), through an “at the market offering” program, under which the Agent will act as sales agent…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Unregistered Sales of Equity Securities. The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

E ntry into a Material Definitive Agreement. Amendment to Credit Agreement On November 5, 2025, DarioHealth Corp. (the “Company”) entered into an amendment (the “Credit Agreement Amendment”) to its existing credit agreement (the “Callodine Loan Facility”), with the financial institutions party thereto from time to time as lenders and Callodine Commercial Finance, LLC (in its capacity as agent for all lenders, and collectively with other lenders, “Lenders” and each a “Lender”). Among other thi…

Other Events. On September 22, 2025, the Company issued a press release relating to the announcement of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On September 25, 2025, the Company announced that its Board of Directors has initiated a comprehensive strategic review to maximize shareholder value following multiple unsolicited inbound strategic inquiries from interested parties. In relation to t…

Unregistered Sales of Equity Securities. The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

Entry into a Material Definitive Agreement. On September 22, 2025, DarioHealth Corp. (the “Company”) entered into securities purchase agreements (each, a “Purchase Agreement”) with accredited investors relating to an offering (the “Offering”) and the sale of an aggregate of 1,154,420 shares of common stock (the “Shares”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,558,760 shares of common stock (the “Pre-Funded Warrant Shares”), at a purchase price of $6.45 per sha…

Material Modification to Rights of Security Holders. The disclosure set forth in

President and Chief Commercial Officer — Steven M. Nelson: Steven M. Nelson was promoted to President and retained his role as Chief Commercial Officer.

Entry into a Material Definitive Agreement. As previously reported on January 7, 2025, DarioHealth Corp. (the “Company”), and certain holders of the Company’s Series B Preferred Stock and Series C Preferred Stock, executed lock up agreements (the “Lock Up Agreement”), pursuant to which the Company agreed to issue up to forty percent (40%) of the shares of Common Stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by such holder, including dividend shares of Com…

Unregistered Sales of Equity Securities. The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

Material Modification to Rights of Security Holders. The disclosure set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. Credit Agreement On April 30, 2025, DarioHealth Corp. (the “Company”) entered into a 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”). Under the terms of the Credit Agreement, each Lender agre…

Unregistered Sales of Equity Securities. The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

Chief Financial Officer, Treasurer and Secretary — Mr. Zvi Ben-David: Mr. Zvi Ben-David resigned for personal reasons.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on September 16, 2024, DarioHealth Corp., a Delaware corporation (the “Company”), received a written notification (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that for 30 consecutive trading days preceding the date of the Notice, the bid price of the Company’s common stock, par…

The company changed its independent registered public accounting firm.

Director — Lawrence Leisure: Appointment of Lawrence Leisure to the Board of Directors.

Other Events . On January 21, 2025, DarioHealth Corp. (the “Company”) issued a press release titled “DarioHealth Announces $25.6M Private Placement Positioning the Company to Execute on Strategy Aiming to Reach Operational Cash Flow Positive Run Rate by the End of 2025.” A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.