DarioHealth Corp (DRIO)

[jimmenknee]

No apologies necessary Taylor Orion, but thanks Unfortunately, I don't think our disagreement is just a matter of opinion. Here's where I think you are now-- correct me where I am wrong.

1. Dividend Issuance: you think perhaps the company might issue a dividend within 3-6 months.

2. Private Placement: you are asserting Mr Edery has the right of first refusal to participate in future offerings.

If the above 2 points are correct, then:

1. Dividend Issuance:
a. We absolutely disagree on opinion here. I can't imagine a scenario at this stage in the company's evolution whereby they would use cash or equity to issue a dividend-- any/every surplus in either instrument is typically reinvested in company growth for several years.

b. Fact: Regardless if we disagree on issuance, ~45 million shares are available for this kind of use, which is significant.

2. Private Placement:
a. Fact: we agree that the feature of right of first refusal exists IAW the terms of his Share Purchase Agreement.

b. Fact: however, the company does not have to reserve shares for this purpose, they merely have to offer him (Mr Edery) the right to participate. So hypothetically 45 million shares could be put up for sale in a Private Placement (i.e. Reg D, Rule 506) today. If Mr Edery opts in, then a portion will be sold to him/his company based on the "Pro Rata Share" provision (at minimum). If he opts out, then that portion would be up for sale to some other investor/firm.

Neither case has anything to do with whether or not ~ 45 million shares are available for use by the company, which was-- and still is -- my assertion.

Most of our disagreement is based in facts.