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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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DarioHealth Corp. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
23725P209 (CUSIP Number) |
03/31/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 23725P209 |
| 1 | Names of Reporting Persons
Tasso Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,009,043.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Tasso Partners, LLC owns the DarioHealth Corp. (the "Issuer") shares; Tasso Capital, LLC is the manager which controls Tasso Partners, LLC and Dana Carrera controls Tasso Capital, LLC. (2) Consists of (i) 1,762,907 shares of common stock held by the Reporting Person, (ii) shares of Preferred C Stock convertible into 1,222,772 shares of common stock, and (iii) shares of Preferred C-2 Stock convertible into 23,364 shares of common stock, and excluding (i) shares of Preferred D-1 stock convertible into 6,506,849 shares of common stock with no voting rights, and (ii) shares of Preferred D-3 stock convertible into 2,228,918 shares of common stock and which are beneficially owned by Dana Carrera, which is the trustee of GCL Family Trust (the "Trust"), and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. (3) The percentage ownership was calculated based on a denominator which is the sum of 43,949,424 Common Stock outstanding as of the filing date of this report.
SCHEDULE 13G
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| CUSIP No. | 23725P209 |
| 1 | Names of Reporting Persons
Dana Carrera | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,519,043.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.94 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Tasso Partners, LLC owns the DarioHealth Corp. (the "Issuer") shares; Tasso Capital, LLC is the manager which controls Tasso Partners, LLC and Dana Carrera controls Tasso Capital, LLC. (2) Consists of (i) 1,762,907 shares of Common Stock held by the Reporting Person, (ii) shares of Preferred C Stock convertible into 1,222,772 shares of common stock, and (iii) shares of Preferred C-2 Stock convertible into 23,364 shares of common stock, and excluding (i) shares of Preferred D-1 stock convertible into 6,506,849 shares of common stock with no voting rights, and (ii) shares of Preferred D-3 stock convertible into 2,228,918 shares of common stock and which are beneficially owned by Dana Carrera, which is the trustee of the Trust, and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. (3) Consists of 125,000 shares of Common Stock owned by the Trust, which are beneficially owned by Dana Carrera, the trustee of the Trust. (4) Consists of (i) 1,887,907 shares of Common Stock held by the Reporting Person, (iii) shares of Preferred C Stock convertible into 1,222,772 shares of common stock, (iii) shares of Preferred C-2 Stock convertible into 23,364 shares of common stock, and (iv) warrants to purchase 385,000 shares of common stock owned by the Trust, and excluding (i) shares of Preferred D-1 stock convertible into 6,506,849 shares of common stock with no voting rights, and (ii) shares of Preferred D-3 stock convertible into 2,228,918 shares of common stock, which are beneficially owned by Dana Carrera, the trustee of the Trust, and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. (5) The percentage ownership was calculated based on a denominator which is the sum of (i) 43,949,424 shares of common stock outstanding as of the filing date of this report, (ii) 1,887,907 shares of Common Stock held by the Reporting Person, (iii) shares of Preferred C Stock convertible into 1,222,772, (iv) shares of Preferred C-2 Stock convertible into 23,364 shares of common stock, and (v) warrants to purchase 385,000 shares of common stock, which are beneficially owned by Dana Carrera and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
DarioHealth Corp. | |
| (b) | Address of issuer's principal executive offices:
322 W 57TH ST. #33B NEW YORK, NY, 10019 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of: (1) Tasso Partners, LLC (2) Dana Carrera The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is: P.O. Box 503 Rumson, NJ 07760 | |
| (c) | Citizenship:
Citizenship: Tasso Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dana Carrera is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
23725P209 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Tasso Partners, LLC - 3,009,043 shares of common stock Dana Carrera - 3,519,043 shares of common stock | |
| (b) | Percent of class:
Tasso Partners, LLC - 6.85% Dana Carrera - 7.94% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Tasso Partners, LLC - 0 Dana Carrera - 125,000 | ||
| (ii) Shared power to vote or to direct the vote:
Tasso Partners, LLC - 3,009,043 Dana Carrera - 3,009,043 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Tasso Partners, LLC - 0 Dana Carrera - 125,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Tasso Partners, LLC - 3,009,043 Dana Carrera - 3,009,043 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Tasso Partners, LLC owns the Issuer shares; Tasso Capital, LLC is the manager which controls Tasso Partners, LLC and Dana Carrera is the trustee of the Trust and controls Tasso Capital, LLC. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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