Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 2)*
DarioHealth Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
23725P209
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 23725P209
|
13G
|
Page 2 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Y.D More Investments Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|
6
|
SHARED VOTING POWER
1,288,518 (*)
|
|
|
7
|
SOLE DISPOSITIVE POWER
---
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,288,518 (*)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,518 (*)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.73% (*) (**)
|
|
12
|
TYPE OF REPORTING PERSON (See instructions)
CO
|
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 27,214,670 shares of Common Stock outstanding as of October 31, 2023, as provided in the Issuer’s Form 10-Q filed with the SEC on November 2, 2023.
2
|
CUSIP No. 23725P209
|
13G
|
Page 3 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSONS
More Provident Funds and Pension Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|
6
|
SHARED VOTING POWER
1,288,518 (*)
|
|
|
7
|
SOLE DISPOSITIVE POWER
---
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,288,518 (*)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,518 (*)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.73% (*) (**)
|
|
12
|
TYPE OF REPORTING PERSON (See instructions)
CO
|
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 27,214,670 shares of Common Stock outstanding as of October 31, 2023, as provided in the Issuer’s Form 10-Q filed with the SEC on November 2, 2023.
3
|
CUSIP No. 23725P209
|
13G
|
Page 4 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSONS
B.Y.M. Mor Investments Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|
6
|
SHARED VOTING POWER
1,288,518 (*)
|
|
|
7
|
SOLE DISPOSITIVE POWER
---
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,288,518 (*)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,518 (*)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.73% (*) (**)
|
|
12
|
TYPE OF REPORTING PERSON (See instructions)
CO
|
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 27,214,670 shares of Common Stock outstanding as of October 31, 2023, as provided in the Issuer’s Form 10-Q filed with the SEC on November 2, 2023.
4
|
CUSIP No. 23725P209
|
13G
|
Page 5 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Eli Levy
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|
6
|
SHARED VOTING POWER
1,288,518 (*)
|
|
|
7
|
SOLE DISPOSITIVE POWER
---
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,288,518 (*)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,518 (*)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.73% (*) (**)
|
|
12
|
TYPE OF REPORTING PERSON (See instructions)
IN
|
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 27,214,670 shares of Common Stock outstanding as of October 31, 2023, as provided in the Issuer’s Form 10-Q filed with the SEC on November 2, 2023.
5
|
CUSIP No. 23725P209
|
13G
|
Page 6 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Yosef Levy
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|
6
|
SHARED VOTING POWER
1,288,518 (*)
|
|
|
7
|
SOLE DISPOSITIVE POWER
---
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,288,518 (*)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,518 (*)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.73% (*) (**)
|
|
12
|
TYPE OF REPORTING PERSON (See instructions)
IN
|
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 27,214,670 shares of Common Stock outstanding as of October 31, 2023, as provided in the Issuer’s Form 10-Q filed with the SEC on November 2, 2023.
6
|
CUSIP No. 23725P209
|
13G
|
Page 7 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Benjamin Meirov
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel and U.S.
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|
6
|
SHARED VOTING POWER
1,288,518 (*)
|
|
|
7
|
SOLE DISPOSITIVE POWER
---
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,288,518 (*)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,518 (*)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.73% (*) (**)
|
|
12
|
TYPE OF REPORTING PERSON (See instructions)
IN
|
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 27,214,670 shares of Common Stock outstanding as of October 31, 2023, as provided in the Issuer’s Form 10-Q filed with the SEC on November 2, 2023.
7
|
CUSIP No. 23725P209
|
13G
|
Page 8 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Yosef Meirov
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel and Belgium
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|
6
|
SHARED VOTING POWER
1,288,518 (*)
|
|
|
7
|
SOLE DISPOSITIVE POWER
---
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,288,518 (*)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,518 (*)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.73% (*) (**)
|
|
12
|
TYPE OF REPORTING PERSON (See instructions)
IN
|
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 27,214,670 shares of Common Stock outstanding as of October 31, 2023, as provided in the Issuer’s Form 10-Q filed with the SEC on November 2, 2023.
8
|
CUSIP No. 23725P209
|
13G
|
Page 9 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Michael Meirov
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel and U.S.
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|
6
|
SHARED VOTING POWER
1,288,518 (*)
|
|
|
7
|
SOLE DISPOSITIVE POWER
---
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,288,518 (*)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,518 (*)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.73% (*) (**)
|
|
12
|
TYPE OF REPORTING PERSON (See instructions)
IN
|
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 27,214,670 shares of Common Stock outstanding as of October 31, 2023, as provided in the Issuer’s Form 10-Q filed with the SEC on November 2, 2023.
9
|
CUSIP No. 23725P209
|
13G
|
Page 10 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Dotan Meirov
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☐
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel and U.S.
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
---
|
|
6
|
SHARED VOTING POWER
1,288,518 (*)
|
|
|
7
|
SOLE DISPOSITIVE POWER
---
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,288,518 (*)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,518 (*)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.73% (*) (**)
|
|
12
|
TYPE OF REPORTING PERSON (See instructions)
IN
|
(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 27,214,670 shares of Common Stock outstanding as of October 31, 2023, as provided in the Issuer’s Form 10-Q filed with the SEC on November 2, 2023.
10
| Item 1. (a) |
Name of Issuer:
|
DarioHealth Corp.
| (b) |
Address of Issuer's Principal Executive Offices:
|
18 W. 18th St., New York, NY
| Item 2. (a) |
Name of Person Filing:
|
Y.D More Investments Ltd.
More Provident Funds and Pension Ltd.
B.Y.M. Mor Investments Ltd.
Eli Levy
Yosef Levy
Benjamin Meirov
Yosef Meirov
Michael Meirov
Dotan Meirov
| (b) |
Address of Principal Business Office:
|
Y.D More Investments Ltd. – 2 Ben-Gurion Street, Ramat Gan, Israel
More Provident Funds and Pension Ltd. – 2 Ben-Gurion Street, Ramat Gan, Israel
B.Y.M. Mor Investments Ltd. – 23 Tuval St., Ramat Gan, Israel
Eli Levy – 2 Ben-Gurion Street, Ramat Gan, Israel
Yosef Levy – 2 Ben-Gurion Street, Ramat Gan, Israel
Benjamin Meirov – 32 Bazel St., Herzliya, Israel
Yosef Meirov – 18 Shevet Menashe St., Herzliya, Israel
Michael Meirov – 32 Ben Tzvi St., Herzliya, Israel
Dotan Meirov – 38 Nili St., Herzliya, Israel
11
| (c) |
Citizenship:
|
Y.D More Investments Ltd. - Israel
More Provident Funds and Pension Ltd. - Israel
B.Y.M. Mor Investments Ltd. - Israel
Eli Levy – Israel
Yosef Levy – Israel
Benjamin Meirov – Israel and U.S.
Yosef Meirov – Israel and Belgium
Michael Meirov – Israel and U.S.
Dotan Meirov – Israel and U.S.
| (d) |
Title of Class of Securities:
|
Common Stock, par value $0.0001 per share
| (e) |
CUSIP Number:
|
23725P209
| Item 3. |
Not applicable.
|
| Item 4. |
Ownership:
|
| (a) |
Amount beneficially owned:
|
See row 9 of cover page of each reporting person.
The securities reported herein are held by More Provident Funds and Pension Ltd. for the benefit of beneficiaries of various provident and pension funds.
More Provident Funds and Pension Ltd. is controlled by Y.D More Investments Ltd., which is controlled by (a) Yosef Meirov, directly and through B.Y.M. Mor
Investments Ltd., a company which he controls with Michael Meirov and Dotan Meirov, (b) Eli Levy through Elldot Ltd., a wholly owned company, (c) Yosef Levy and (d) Benjamin Meirov.
This Statement shall not be construed as an admission by any of the Reporting Persons that it or he is the beneficial owner of any of the securities covered by this Statement,
and each Reporting Person disclaims beneficial ownership of any such securities.
| (b) |
Percent of class:
|
See row 11 of cover page of each reporting person
12
| (c) |
Number of shares as to which such person has:
|
| (i) |
Sole power to vote or to direct the vote:
|
See row 5 of cover page of each reporting person
| (ii) |
Shared power to vote or to direct the vote:
|
See row 6 of cover page of each reporting person and note in Item 4(a) above
| (iii) |
Sole power to dispose or to direct the disposition of:
|
See row 7 of cover page of each reporting person
| (iv) |
Shared power to dispose or to direct the disposition of:
|
See row 8 of cover page of each reporting person and note in Item 4(a) above
| Item 5. |
Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the
following ☒.
|
| Item 6. |
Ownership of More than Five Percent on Behalf of Another:
The securities reported herein are held either by More Provident Funds and Pension Ltd. for the benefit of beneficiaries of various provident and pension funds.
|
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group:
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group:
|
Not applicable.
13
| Item 10. |
Certification:
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 5, 2024
|
Y.D More Investments Ltd.
/s/ Yosef Levy By: Yosef Levy*
Title: Co-CEO |
|
|
/s/ Meir Gridish
By: Meir Gridish*
Title: Chairman of the Board |
|
| More Provident Funds and Pension Ltd. /s/ Yosef Levy By: Yosef Levy* Title: Director |
|
| /s/ Meir Gridish By: Meir Gridish* Title: Chairman of the Board |
|
|
* Signature duly authorized by resolution of the Board of Directors and filed herewith.
|
|
| B.Y.M. Mor Investments Ltd. /s/ Meir Gridish By: Meir Gridish Title: Director and CEO |
|
| /s/ Eli Levy Eli Levy |
|
| /s/ Yosef Levy Yosef Levy |
|
| ** Name: Benjamin Meirov |
|
| ** The undersigned, by signing his name hereto, executes this Schedule 13G/A pursuant to the Limited Power of Attorney executed on behalf of Mr. Benjamin Meirov and filed herewith. | |
|
/s/ Meir Gridish
Name: Meir Gridish
Attorney-in-Fact
|
|
| *** Name: Yosef Meirov |
|
| *** The undersigned, by signing his name hereto, executes this Schedule 13G/A pursuant to the Limited Power of Attorney executed on behalf of Mr. Yosef Meirov and filed herewith. | |
15
|
/s/ Meir Gridish
Name: Meir Gridish
Attorney-in-Fact
|
|
| **** Name: Michael Meirov |
|
| **** The undersigned, by signing his name hereto, executes this Schedule 13G/A pursuant to the Limited Power of Attorney executed on behalf of Mr. Michael Meirov and filed herewith. | |
|
/s/ Meir Gridish
Name: Meir Gridish
Attorney-in-Fact
|
|
| ***** Name: Dotan Meirov |
|
| ***** The undersigned, by signing his name hereto, executes this Schedule 13G/A pursuant to the Limited Power of Attorney executed on behalf of Mr. Dotan Meirov and filed herewith. | |
|
/s/ Meir Gridish
Name: Meir Gridish
Attorney-in-Fact
|
|
16
| EXHIBIT NO. |
DESCRIPTION |
| Exhibit 2 |
| Exhibit 3 |
| Exhibit 4 |
| Exhibit 5 |
| Exhibit 6 |
| Exhibit 7 |
17