SEC Comment Letter for DarioHealth Corp. (DRIO) (CIK 0001533998) (DRIO) — Feb 4, 2013
DarioHealth Corp. (DRIO) (CIK 0001533998)
Date: Feb. 4, 2013 · CIK: 0001533998 · Accession: 0000000000-13-006451
AI Filing Summary & Sentiment
Show Raw Text
February 4, 2013
Via E -mail
Oren Fuerst, Ph.D.
Chief Executive Officer
LabStyle Innovations Corp.
40 E. Main Street
Newark, DE 19711
Re: LabStyle Innovations Corp.
Registration Statement on Form S -1
Filed January 16, 2013
File No. 333 -186054
Dear Dr. Fuerst :
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
General
1. Please provide your analysis of how you may properly register on a secondary basis the
shares to be issued in the second and third traunches of the August private placement at
this time. Please address specifically the significant time that will elapse be tween the
effectiveness of the registration statement and each closing. See for guidance Securities
Act Sections Compliance and Disclosure Interpretation Question 139.11.
2. We note your conclusion that investors are irrevocably bound to make purchases in the
second and third traunches of the August private placement. Please tell us how you
considered (1) that such purchases are contingent upon your listing on the OTCBB and
(2) that investors’ obligations appear to be assured by an unsecured promissory note, in
conc luding that investors were irrevocably bound.
Oren Fuerst, Ph.D.
LabStyle Innovations Corp.
February 4, 2013
Page 2
Our Company, page 1
3. We note your response to our prior comment number 7. Please identify your regulatory
consultants and provide an expert consent or advise. In addition, please provide
additional informati on about the basis for the conclusion that the study would be
sufficient to obtain regulatory approvals. Finally, discuss the basis for your conclusion
that you would obtain EU approval in 2013, and provide more information about the
expected timing for F DA approval.
Executive Compensation, page 63
4. We note your response to our prior comment 12. However, please provide the disclosure
required by Item 402(p) and (r) of Regulation S -K.
Selling Stockholders, page 78
5. We note your response to our prior comm ent number 13. Since it is unlikely that specific
performance would be an available remedy for breach of the Consulting Agreement by
the selling shareholder, please tell us why you believe that the purchaser is irrevocably
bound to purchase the subject se curities. Alternatively, please revise to remove the
securities that have not yet been earned under the Consulting Agreement.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of th e effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adeq uacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Oren Fuerst, Ph.D.
LabStyle Innovations Corp.
February 4, 2013
Page 3
Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequate time for u s to review any amendment prior to the requested effective date of the
registration statement.
Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3528 with any questions.
Sincerely,
/s/ Amanda Ravitz
Amanda Ravitz
Assistant Director
cc (via e -mail): Lawrence A. Rosenbloom, Esq.