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SEC Comment Letter for DarioHealth Corp. (DRIO) (CIK 0001533998) (DRIO) — Apr 16, 2014

DarioHealth Corp. (DRIO) (CIK 0001533998)
Date: April 16, 2014 · CIK: 0001533998 · Accession: 0000000000-14-019327

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
April 16, 2014
Author
/s/ Russell Mancuso
Form
UPLOAD
Company
DarioHealth Corp. (DRIO) (CIK 0001533998)

Letter

April 16, 2014 Via E -mail Erez Raphael President and Chief Executive Officer LabStyle Innovations Corp. 9 Halamish Street Caesarea Industrial Park 38900, Israel

Re: LabStyle Innovations Corp. Registration Statement on Form S -1 Filed March 20, 2014 File No. 333 -194710

Dear Mr. Raphael :

We have limited our review of your registration statement to those issues w e have addressed in our comment . Please respond to this letter by providing the requested information. Where you do not believe our comment applies to your fac ts and circumstances , please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional c omments.

1. We note that you have not yet determined the number of securities to be issued in your February 2014 unregistered transaction nor finalized the terms of the securities . For example, it appears that the number of securities and the terms of the warrants will be establi shed in part by t he market pr ice for your common stock during a period established relative to the effective time of this registration statement. Please provide us your analysis of how it is consistent with Sectio n 5 of the Securities Act to register for resale at this time the shares included in the fee table of this registration statement ; cite with specificity all authority on which you rely, and include your analysis of why that authority is applicable to your trans action.

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 t he 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 di sclosures they have made.

Erez Raphael LabStyle Innovations Corp. April 1 6, 2014 Page 2

Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:

 should the Com mission 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 au thority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy 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.

Please refer to Rules 460 and 461 regarding reques ts 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 us 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 -3617 with any questions.

Sincerely,
/s/ Russell Mancuso

Show Raw Text
April 16, 2014

Via E -mail
Erez Raphael
President and Chief Executive Officer
LabStyle Innovations Corp.
9 Halamish Street
Caesarea Industrial Park
38900, Israel

Re: LabStyle  Innovations Corp.
 Registration Statement on Form S -1
Filed March 20, 2014
  File No. 333 -194710

Dear Mr. Raphael :

We have limited our review  of your registration statement to those issues w e have
addressed in our comment .  Please respond to this letter by providing the requested
information.   Where you do not believe our comment applies  to your fac ts and circumstances ,
please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have additional c omments.

1. We note that you have not yet determined the number  of securities  to be issued  in your
February 2014 unregistered transaction  nor finalized the terms of the securities .  For
example, it appears that the number  of securities and the terms of the warrants will be
establi shed in part by t he market pr ice for your common stock during a period established
relative to the effective time of this registration  statement.  Please provide us your
analysis of how it is consistent with Sectio n 5 of the Securities Act to register for resale  at
this time  the shares included in the fee table  of this registration statement ; cite with
specificity all authority on which you rely, and include your analysis of why that
authority is applicable to your trans action.

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 t he 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 di sclosures they have made.

Erez Raphael
LabStyle  Innovations Corp.
April 1 6, 2014
Page 2

             Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Com mission 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 au thority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy 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.

Please refer to Rules 460 and 461 regarding reques ts 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 us 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 -3617 with any questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief

cc (via e -mail): Lawrence A. Rosenbloom, Esq.