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"
- Peter Lynch
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- Peter Lynch
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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) |
12/31/2024 (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
Titan Trust 2024 I | ||||||||
| 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
3,960,685.00 | ||||||||
| 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)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 5, Row 7 and Row 9 represent the sum of (x) 2,499,828 shares of common stock of the Issuer issued to the Reporting Person on November 14, 2024 upon cashless exercise of a warrant dated February 15, 2024 and (y) 1,460,857 shares of common stock of the Issuer issuable under a separate warrant dated February 15, 2024 exercisable within 60 days of December 11, 2024 that is directly held by the Reporting Person. As more fully described in Item 4 below, the warrant referenced in clause (y) of the previous sentence contains a customary 9.99% blocker provision pursuant to which the Reporting Person does not have the right to exercise such warrant to the extent that the Reporting Person, together with its affiliates, would beneficially own more than 9.99% of the Common Stock. The percentage ownership reported in Row 11 was calculated based on a denominator that is the sum of 38,185,640 shares of common stock of the Issuer represented to be outstanding as of December 9, 2024, as disclosed in Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on December 18, 2024, plus the 1,460,857 shares referenced in clause (y) of the first sentence of this Comment.
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 Street, # 33B, New York, New York, 10019 | |
| Item 2. | ||
| (a) | Name of person filing:
Titan Trust 2024 I | |
| (b) | Address or principal business office or, if none, residence:
c/o WhiteHawk Capital Partners LP, as Administrator 11601 Wilshire Blvd., Suite 1980, Los Angeles, CA, 90025 | |
| (c) | Citizenship:
Titan Trust 2024 I is a Delaware statutory trust organized under the laws of the State of Delaware. | |
| (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:
3,960,685 shares of common stock of the Issuer consisting of (x) 2,499,828 shares held directly by the Reporting Person and (y) 1,460,857 shares issuable under a warrant exercisable within 60 days of December 11, 2024 that is held directly by the Reporting Person. The foregoing beneficial ownership of 1,460,857 shares excludes 1,039,243 additional shares issuable under such warrant by virtue of a customary 9.99% blocker provision pursuant to which the Reporting Person does not have the right to exercise such warrant to the extent that the Reporting Person, together with its affiliates, would beneficially own more than 9.99% of the common stock of the Issuer. WhiteHawk Capital Partners LP ("WhiteHawk"), as the Administrator of Titan Trust 2024 I, may be deemed to beneficially own the securities reported herein. WhiteHawk disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. | |
| (b) | Percent of class:
9.99 %
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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:
3,960,685 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
3,960,685 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| 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. | |
Not Applicable
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| 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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