DarioHealth Announces Closing of wayForward Acquisition

About this update from Dariohealth Corp.

[{"type":"text","content":"NEW YORK, June 8, 2021 /PRNewswire/ -- DarioHealth Corp. (Nasdaq: DRIO), a pioneer in the global digital therapeutics (DTx) market, today announced the consummation of the previously announced acquisition of PsyInnovations, Inc. (dba wayForward) through the merger of PsyInnovations into DarioHealth's wholly-owned subsidiary, WF Merger Sub, Inc., which changed its name to PsyInnovations, Inc. in connection with the merger. Under the Agreement and Plan of Merger, dated as of May 15, 2021, the Company paid, or will pay, aggregate consideration (\"Merger Consideration\") of (A) $6.0 million in cash and (B) up to $24.0 million in shares of Company common stock, par value $0.0001 per share (the \"Common Stock\"), including up to $5.0 million structured as an earn-out payable in shares of Common Stock if behavioral health revenues from the Company exceed a certain threshold in 2022, subject to customary working capital and other adjustments as of the closing of the Merger (the \"Closing\"). $3.0 million of the Merger Consideration, consisting of $2,750,000 in shares of Common Stock and $250,000 in cash, will be subject to a hold-back for a minimum of eighteen (18) months to secure indemnification obligations. The Company will issue an aggregate of approximately 898,500 shares Common Stock in the Merger, including the hold-back shares, determined based on the 60-day volume weighted average share price (VWAP) of $21.09 per share of the Common Stock traded on The Nasdaq Stock Market LLC that ended on May 13, 2021, plus up to approximately 237,000 shares of Common Stock if the full earn-out is achieved. \n \n \nThe Company, through its subsidiary PsyInnovations, Inc., will employ PsyInnovations' founders Mr. Ritvik Singh and Dr. Navya Singh, as General Manager, Head of Behavioral Health, and Chief Behavioral Science Officer, respectively, pursuant to offer letters. Mr. Singh's offer letter provides for a grant, effective at the Closing, of a non-qualified stock option to purchase 75,000 shares of the Common Stock pursuant to Nasdaq Listing Rule 5635(c)(4), outside of the Company's existing 2020 Equity Incentive Plan. The option is intended to be granted as an inducement material to Mr. Singh becoming an employee of the Company or its subsidiary, in accordance with Nasdaq Listing Rule 5635(c)(4). The option will have an exercise price per s...

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