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SEC Comment Letter for DarioHealth Corp. (DRIO) (CIK 0001533998) (DRIO) — May 9, 2014

DarioHealth Corp. (DRIO) (CIK 0001533998)
Date: May 9, 2014 · CIK: 0001533998 · Accession: 0000000000-14-023716

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
May 8, 2014
Author
/s/ Russell Mancuso
Form
UPLOAD
Company
DarioHealth Corp. (DRIO) (CIK 0001533998)

Letter

May 8, 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 Response dated April 24, 2014 File No. 333 -194710

Dear Mr. Raphael :

We have reviewed your response letter and have the following comment. Ple ase respond to this letter by amending your registration statement . If you do not believe our comment appl ies 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 registra tion statement and the information you provide in response to the comment, we may have additional comments.

1. We note your response to prior comment 1. We are unable to agree with your conclusion that it is appropriate to register for resale at this time the shares that are not outstanding or do not currently underlie the outstanding warrants. Please revise your registration statement accordingly.

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.

Erez Raphael LabStyle Innovations Corp. May 8, 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 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 adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and th e 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 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 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
May 8, 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
  Response dated  April 24, 2014
File No. 333 -194710

Dear Mr. Raphael :

We have reviewed your response letter and have the following comment.  Ple ase respond
to this letter by amending your registration statement .  If you do not believe our comment appl ies
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 registra tion statement and the information you
provide in response to the comment, we may have additional comments.

1. We note your response to prior comment 1.   We are unable to agree with your conclusion
that it is appropriate to register for resale at this time  the shares that are not outstanding or
do not currently underlie the outstanding warrants.   Please revise your registration
statement accordingly.

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.

Erez Raphael
LabStyle Innovations Corp.
May 8, 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 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 adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and th e 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 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 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.