DarioHealth Corp (DRIO)

[Drewjamessb]

Our Financial Condition from S-1

As of December 31, 2014, we had approximately $1.4 million in cash or cash equivalents and a total stockholders’ deficit accumulated since our inception of approximately $36 million. Our cash on hand was increased in February and March 2015 when we consummated the first and second closings of our private placement in which we raised approximately $2.0 million of gross proceeds. We refer to this private placement herein as the February 2015 Private Placement. Pursuant to the registration statement of which this prospectus forms a part, we are registering the shares of our common stock issued in the February 2015 Private Placement and the shares of common stock underlying the Series A Warrants and Series B Warrants issued in the February 2015 Private Placement.

We have not yet generated any material revenues from our operations, and we currently have very limited sources of recurring sales and are therefore dependent upon external sources for financing our operations. There can be no assurance that we will generate revenues or that we will be able to obtain the necessary financing to continue our operations. As a result, our independent registered public accounting firm has expressed in its auditors’ report on the financial statements for the year ended December 31, 2014 included as part of this prospectus a substantial doubt regarding our ability to continue as a going concern.

According to our management’s estimates, based on our budget and the initial launch of our commercial sales as well as the reduction of our operating expenses during 2014 and the beginning of 2015, we believe that we will have sufficient resources to continue our activity into July 2015. However, if we are not able to commercially launch Dario™ or meet our commercial sales targets, and if we are unable to obtain additional capital resources, we may not be able to continue activities beyond that time and to further our business plan. If we cannot continue as a going concern, our stockholders would lose their entire investment in our company.