DarioHealth Registers Over 52M Shares for Resale

The move follows multiple private placements and highlights the company's ongoing efforts to expand its whole-person digital health platform.

May 29, 2025

Resale Registration Covers Over 52 Million Shares

DarioHealth is preparing to open the door for the resale of more than 52 million shares of common stock. The company filed a registration statement with the SEC on May 28, 2025, allowing a group of existing stockholders to resell their holdings. These shares aren’t newly issued—most are tied to the conversion of preferred stock issued in prior financing rounds, along with dividend shares and a limited set of shares issued to a consultant.

This filing doesn’t bring new capital into DarioHealth. Instead, it gives selling stockholders the flexibility to trade shares they already own or are entitled to receive. In total, the registration covers 52,139,659 shares, all of which are eligible for sale on the public market once the filing goes effective.

Breakdown of the Offering

Here's where the shares are coming from:

• Approximately 34 million shares from conversions of Series D, D-1, D-2, and D-3 Preferred Stock


• 13.6 million shares issued as stock dividends on those same preferred shares


• 4.2 million shares linked to lock-up agreements with Series B and C holders


• 425,000 shares issued to a consultant as compensation

These securities stem from two private placements that took place in December 2024 and January 2025. DarioHealth closed the first deal in December and followed with another round in January. Both rounds involved selling preferred shares with conversion and dividend rights. As part of those agreements, the company committed to filing this registration statement to enable resale.

What This Means for the Market

Once registered, the selling stockholders can choose when and how to sell their shares. Transactions may occur:

• On the Nasdaq Capital Market


• Via private negotiated sales


• Through brokered transactions or block trades

DarioHealth will not receive any proceeds from these sales. The company is, however, covering the costs tied to preparing and filing the registration.

Before this offering, DarioHealth had about 44.5 million shares of common stock outstanding. The potential addition of more than 52 million shares introduces a new dynamic to the market. Although not all shares will necessarily be sold at once, their availability could impact liquidity and investor behavior over time.

Company Strategy and Market Positioning

This registration comes as DarioHealth continues to expand its whole-person digital health platform. The company focuses on integrating physical and mental health services using AI-powered insights and user engagement tools. The platform addresses chronic conditions like diabetes and hypertension, along with behavioral health needs such as stress and depression.

DarioHealth has built this ecosystem through a mix of in-house development and strategic acquisitions. With over $525 million invested across its network, the platform now supports millions of eligible users worldwide. Partnerships with employers, health plans, and care providers give the company broad reach in both consumer and enterprise markets.

DarioHealth trades on Nasdaq under the ticker DRIO. As of May 27, its share price closed at $0.718. The resale registration offers liquidity to existing holders and sets the stage for future shifts in market participation. The company has completed the regulatory work—now, trading decisions are in the hands of stockholders.