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Dario acquires Twill creating one of the most comprehensive digital health platform across the most prevalent chronic conditions

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3 years ago

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Expecting nearly doubling Dario’s pro forma revenues in 2023

Acquisition is immediately accretive to revenue and gross margins and expected to accelerate path to profitability

Concurrent with the acquisition Dario prices $22.4 million equity financing

Company to host conference call today at 8:30am ET. Dial-in and replay information below

NEW YORK, Feb. 21, 2024 /PRNewswire/ — DarioHealth Corp. (Nasdaq: DRIO) (“Dario” or the “Company”) announced today that it has acquired Twill, Inc. (“Twill”), a leader in digital-led care. The combination enables Dario to create one of the most comprehensive digital offerings in the market for chronic conditions, spanning a wide spectrum of health and well-being needs from emotional health to the costliest chronic conditions. The transaction creates immediate scale, with three of the top eight national health plans, multiple Fortune 100 employers and several major pharmaceutical companies as customers.

 

 

The acquisition of Twill is expected to nearly double pro forma 2023 revenue, and gross margins are expected to reach approximately 80-85% by 2025. The acquisition is expected to accelerate market penetration and drive greater sales opportunities as a direct result of the breadth of combined solutions, with an opportunity to increase revenue per customer through cross-selling into both companies’ existing customer bases, which has almost no overlap. Dario expects to be able to realize cost synergies immediately, and expects to reach nearly 30% in annualized cost synergies within two years following the close of the transaction. The combination of revenue scale, expected improved gross margins, and significant cost synergies are expected to accelerate the path to profitability within the second-year post acquisition.

“The Twill acquisition is an incredible opportunity to bring together our complementary solutions and create an unrivaled platform for the next generation of consumer-centric digital health. The addition of Twill instantly boosts revenue and margins, leveraging a robust SaaS-like model to fuel expected rapid growth and accelerating profitability. We are confident in our ability to integrate Twill and its employees and operations, as we have a track record of integrating previously acquired businesses,” said Erez Raphael, CEO of Dario.

“It’s rare to find not just alignment, but shared passion igniting a collaboration. That’s exactly what we’ve discovered in Twill. Their dedication to consumer empowerment through technology mirrors our own, making this union not just a strategic move, but a powerful convergence of values and goals. This unwavering belief resonated with both companies’ shareholders, leading to shareholders from both companies participating in the financing. It’s an injection of not just capital, but confidence in the future we’re building together. With this strengthened foundation, we’re poised to aggressively pursue our growth plan, fueled by a shared vision and the passion of investors and executives alike,” concluded Erez Raphael. Twill’s deep consumer experience began with Happify Health, one of the original digital mental health solutions sold directly to consumers for more than ten years. During that time, Twill helped more than 4 million users improve their emotional health before expanding to deliver broader capabilities for commercial customers which today include some of the most marquee fortune 100 employers and top payors in the country. The launch of the Twill Care digital community further bolstered the company’s strength in engagement by offering an innovative approach to engaging members wherever they are in their care journey. Leveraging Twill’s innovation in well-being and navigation enhances Dario’s end-to-end member journey for optimization across solutions.

The combined solution will be unique in its ability to enroll and engage members across their care journeys, enabling Dario to deliver outcomes across broad populations. Improved navigation capabilities will help connect members with the right solutions at the right time and expand potential for additional solution integrations.

“The market is demanding more conditions from less vendors to reduce point solution fatigue and the high cost of managing multiple vendors. The combination of our solutions provides the single solution the market wants and expands Dario’s artificial intelligence and solution navigation capabilities, including immediate enhancements to Dario’s current GLP-1 solution,” said Rick Anderson, President of Dario. “It’s not just a goal, it’s a pathway,” said Tomer Ben-Kiki, Twill’s Co-Founder and CEO. “This shared vision fuels our powerful union, transforming data into a vibrant tapestry of individual health stories. Imagine three million threads of the combined company’s data, interwoven with rich insights and diverse perspectives, brought to life by our AI expertise. This tapestry reveals unprecedented depth, predicting needs and optimizing treatment for every person. The spark was undeniable from the start – Dario’s warmth and collaborative spirit resonated with our own. Together, we’re beyond excited to create something truly groundbreaking.” Tomer Ben-Kiki, will join Dario’s leadership team as Chief Operating Officer and Twill co-founder Ofer Leidner, will join as an advisor to the commercial team to support company growth.

The expected doubling of pro forma revenues in 2023 is based on extrapolated, pro forma revenues through the nine months ended September 30, 2023, of $30.5 million, comprised of $16.7 million in Dario revenues and $13.8 million in Twill revenues.

Financial Terms

Under the terms of the Twill acquisition, Dario paid $10 million of cash and agreed to issue approximately 10 million shares of common stock in the form of pre-funded warrants for the benefit of Twill’s debt holders and equity holders the warrants will vest in four equal amounts at 270 days, 360 days, 540 days and 720 days, post deal closing.

Private Placement

Concurrent with the acquisition, Dario priced a $22.4 million private placement of convertible preferred stock, priced at the market under Nasdaq rules, with participation from investors from both companies. Pursuant to the terms of private placement, Dario agreed to issue shares of newly designated convertible preferred stock (the “Preferred Stock”). Each share of Preferred Stock will be sold at $1,000 per share, with conversion prices of $2.02 and $2.14, raising gross proceeds of $22.4 million. The Preferred Stock provides for holders of Preferred Stock, upon conversion, to receive a 7.5% dividend payable in common stock each quarter for the first four quarters, followed by a 15% stock dividend in the fifth quarter, for an aggregate stock dividend of up to 45%. Each share of Preferred Stock shall automatically convert into shares of the Company’s common stock at the applicable Conversion Price upon the 15-month anniversary of the final closing of the offering. Dario intends to use the net proceeds from the offering for general corporate purposes.

Inducement Grants

The Company announced the issuance of inducement grants of stock options to purchase up to 2,963,459 shares of the Company’s common stock to employees of Twill as an inducement to their becoming employees of the Company, in accordance with Nasdaq Listing Rule 5635(c)(4). The options have an exercise price of $2.55, which is equal to Dario’s stock price of common stock on February 15, 2024, and will vest in eight quarterly instalments over two years following closing of the Twill acquisition.

As part of these inducement grants, the Company agreed to issue options to purchase up to 1,017,947 shares of the Company’s common stock to Tomer Ben-Kiki, in connection with Mr. Ben-Kiki’s appointment as Chief Operating Officer of the Company. Options to purchase up to 717,947 shares of the Company’s common stock are subject to time vesting and 300,000 vest subject to performance. These options were granted as an inducement material to Mr. Ben-Kiki becoming an employee of the Company, in accordance with Nasdaq Listing Rule 5635(c)(4).

The options have an exercise price per share equal to $2.55, which was the closing price of the Company’s common stock on the Nasdaq Stock Market on February 15, 2024. The time-based options vest as follows: options to purchase up to 291,742 shares of common stock shall vest immediately and the remaining 426,205 shares will vest over two years in eight equal quarterly amounts, subject to Mr. Ben-Kiki’s continued employment by the Company on the applicable vesting date. The performance-based option to purchase up to 300,000 shares of common stock vest immediately upon achieving certain milestones relating to the achievement of revenues (on a U.S. generally accepted accounting principles basis) relating to Twill products for the year ending December 31, 2024, the achievement of certain operating expense targets for the years ending December 31, 2024 and December 31, 2025, the ability to generate software value from funds invested and meet product roadmap and the retention of key employees post transaction, subject in each case to Mr. Ben-Kiki’s continued employment by the Company on the applicable vesting date.

Dario will also issue up to an equivalent of 1,766,508 shares, 733,562 in the form of restricted stock units and 1,032,946 in the form of warrants, each of which shall be subject to the approval of Dario’s stockholder, issuable to Twill’s board members other employees and consultants of Twill. Warrants to purchase 315,000 shares of common stock are performance based and will vest upon achieving certain milestones relating to the achievement of revenues (on a U.S. generally accepted accounting principles basis) relating to Twill products for the year ending December 31, 2024, the achievement of new signed contracts during 2024 that will contribute additional revenue targets in the fourth quarter of the year ending December 31, 2024 subject to providing continued services to the Company.

Advisors

Stifel acted as financial advisor to Dario on the acquisition, and Sullivan & Worcester LLP acted as legal counsel to Dario in connection with the acquisition and the financing. TD Cowen acted as financial advisor, and Lowenstein Sandler LLP acted as legal counsel, to Twill in connection with the transaction. 

The securities described herein have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Conference Call and Replay Information

Please use the link below to register for the call today, February 21, 2024 at 8:30am ET.

A replay of the call will also be available via the same link.

https://lifescievents.com/event/dariohealth/

About Dario Health
DarioHealth Corp. (Nasdaq: DRIO) is a leading digital health company revolutionizing how people with chronic conditions manage their health through a user-centric, multi-chronic condition digital therapeutics platform. Dario’s platform and suite of solutions deliver personalized and dynamic interventions driven by data analytics and one-on-one coaching for diabetes, hypertension, weight management, musculoskeletal pain and behavioral health. 

Dario’s user-centric platform offers people continuous and customized care for their health, disrupting the traditional episodic approach to healthcare. This approach empowers people to holistically adapt their lifestyles for sustainable behavior change, driving exceptional user satisfaction, retention and results and making the right thing to do the easy thing to do.

Dario provides its highly user-rated solutions globally to health plans and other payers, self-insured employers, providers of care and consumers. To learn more about Dario and its digital health solutions, or for more information, visit http://dariohealth.com.

About Twill 
Twill is creating patient-led and technology enabled experiences to deliver care in the modern healthcare era. Twill is developing and marketing a uniquely connected patient workflows designed to simplify care delivery. For those who need self-guided care Twill offers a digital solution optimized for mental health and resiliency with tailored and culturally adapted tracks and activities.

To learn more about Twill and its digital health solutions, or for more information, visit https://www.twill.health

Cautionary Note Regarding Forward-Looking Statements

This news release and the statements of representatives and partners of DarioHealth Corp. related thereto contain or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not statements of historical fact may be deemed to be forward-looking statements. For example, the Company is using forward-looking statements in this press release when it discusses its expected cash balance after the closing of the financing transaction, the expected benefits and advancement relating to the acquisition of Twill, the expected pro forma unaudited revenues and gross margins for 2023 and that gross margins are expected to approach approximately 80-85% by 2025, that the combined company expects to be able to realize nearly 30% of cost synergies within two years following the close of the transaction, that the combination of revenue scale, expected improved gross margins, and significant cost synergies are expected to accelerate the path to profitability within the second-year post acquisition, that the acquisition is expected to accelerate market penetration through driving more sales opportunities as a direct result of the breadth of combined solutions, with an immediate opportunity to increase revenue per customer through cross-selling into both companies’ existing customer base, which has almost no overlap, the benefits to be realized as a result of the acquisition and the expected use of proceeds from the private placement. Without limiting the generality of the foregoing, words such as “plan,” “project,” “potential,” “seek,” “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” are intended to identify forward-looking statements. Readers are cautioned that certain important factors may affect the Company’s actual results and could cause such results to differ materially from any forward-looking statements that may be made in this news release. Factors that may affect the Company’s results include, but are not limited to, regulatory approvals, product demand, market acceptance, impact of competitive products and prices, product development, commercialization or technological difficulties, the success or failure of negotiations and trade, legal, social and economic risks, and the risks associated with the adequacy of existing cash resources. Additional factors that could cause or contribute to differences between the Company’s actual results and forward-looking statements include, but are not limited to, those risks discussed in the Company’s filings with the U.S. Securities and Exchange Commission. Readers are cautioned that actual results (including, without limitation, the timing for and results of the Company’s commercial and regulatory plans for Dario™ as described herein) may differ significantly from those set forth in the forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Contact Information
DarioHealth Corporate Contact
Mary Mooney
VP Marketing
+1-312-593-4280

DarioHealth Investor Relations Contact 
Kat Parrella
Investor Relations Manager
+315-378-6922

Media Contact
Scott Stachowiak
Scott.Stachowiak@russopartnersllc.com
+1-646-942-5630

Logo – https://mma.prnewswire.com/media/1920436/DarioHealth_Logo.jpg

 

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SOURCE DarioHealth Corp.

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Carnegie Mellon University Names Jason Brown Next Director and CEO of the Software Engineering Institute

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November 2, 2026

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Brown will lead the SEI as it drives the frontiers of software, artificial intelligence and cybersecurity research and engineering as a strategic advantage for national security.

PITTSBURGH, Nov. 2, 2026 /PRNewswire/ — Carnegie Mellon University has named Jason M. Brown as director and chief executive officer of the Software Engineering Institute (SEI), a Department of War (DoW)-sponsored, federally funded research and development center (FFRDC) operated by the university. Brown will join CMU on Nov. 16, bringing extensive experience across military operations, the DoW and other national security agencies, academia and the defense technology industry at a pivotal moment for the institute and its mission. 

Brown will lead the SEI as it drives software, AI and cybersecurity research and engineering for national security.

For more than four decades, the SEI has brought together an understanding of national security missions, deep technical expertise and Carnegie Mellon’s research strengths to address consequential challenges for the nation. As emerging technologies transform defense operations, the institute has an opportunity to expand that role—helping the department evaluate new capabilities, understand their potential and vulnerabilities and employ them responsibly at scale.

As director and CEO, Brown will set the SEI’s strategic direction, oversee its research, engineering and technology-transition activities and serve as its principal representative to federal sponsors and partners. He will work with researchers throughout Carnegie Mellon to connect the university’s strengths with emerging national security needs.

“Jason brings an exceptional breadth of experience to this role,” said Theresa Mayer, CMU’s vice president for research. “He understands national-security missions from the perspective of a military leader, the development and deployment of emerging technologies from his work in industry and the contributions universities can make through research and education. That combination, together with his commitment to public service, makes him exceptionally well suited to lead the SEI as it builds on its success and enters its next chapter.”

Brown first worked with Carnegie Mellon and the SEI while in the Air Force, gaining an early view of how the institute connects technical expertise with national-security missions. He brings experience across each of the sectors central to the SEI’s mission. He currently serves as general manager, government, at Applied Intuition, where he leads work to develop and deploy software and autonomous technologies for government and defense customers. Before joining Applied Intuition, he led Google’s professional services business for defense. 

Brown has held senior U.S. Air Force leadership positions focused on intelligence, emerging technology and national security. As director of the Chief of Staff of the Air Force Strategic Studies Group, he developed and implemented the service’s emerging-technology strategy and founded the U.S. Air Force Artificial Intelligence Accelerator at the Massachusetts Institute of Technology.

He was a founding member of the Department of Defense’s Joint Artificial Intelligence Center. Brown is also an adjunct assistant professor at Georgetown University, where he teaches artificial intelligence and national security.

“The most powerful results occur when researchers, military professionals and industry partners work closely enough to recognize possibilities that no one organization would identify on its own,” Brown said. “The SEI can create more of those connections—bringing Carnegie Mellon’s ideas and technical capabilities together with a deep understanding of the mission and helping turn them into capabilities that make a real difference.”

Building on a Successful Legacy

Brown succeeds Paul Nielsen, who joined the SEI in 2004 and became its director and CEO later that year. Nielsen has guided the institute through more than two decades of technological change, institutional growth and expanded mission responsibility.

“It has been an honor to serve the SEI and to work alongside the individuals and leaders committed to securing our nation through advances in software, cybersecurity and AI,” Nielsen said when announcing his transition. “SEI’s strength has always been its ability to evolve as technology and national needs change, and I am confident the institute will continue to lead with impact and purpose in the years ahead.”

Nielsen will remain engaged through the leadership transition. Carnegie Mellon will celebrate his service and contributions to the SEI and the nation at a reception in early 2027, with details to come soon.

Advancing the SEI’s National Security Mission

The ability to connect research with mission needs has defined the SEI throughout its history. Its work has influenced how the DoW develops and acquires software, protects the defense industrial base, responds to cybersecurity threats and moves AI from experimental models into dependable systems.

“The SEI is exceptionally well positioned for its next chapter, with extraordinary people, deep technical capabilities and trusted partnerships with organizations in government, industry and academia,” said John Gilligan, chair of the SEI Board of Visitors. “The board thanks Paul Nielsen for his superb leadership in guiding the SEI for the past 22 years and looks forward to working with Jason as he builds on that foundation, strengthens the institute’s impact and positions the SEI to meet the nation’s evolving needs.”

With a renewed federal mandate, a record of national impact and new leadership, the SEI enters its next chapter prepared to help the nation realize the potential of emerging technologies while ensuring that the software, cybersecurity, AI and autonomous systems supporting critical missions remain secure, reliable and ready to perform.

“The SEI’s impact rests on the extraordinary expertise of its people and the trust it has built across government, industry and academia,” Mayer said. “With Jason’s leadership, the institute is well positioned to build on its success, deepen its connections across Carnegie Mellon and continue its legacy of leadership in service to the nation.”

About the Carnegie Mellon University Software Engineering Institute

The Software Engineering Institute (SEI) advances software as a strategic advantage for national security through research, development and deployment of tools, technologies and practices in software engineering, artificial intelligence (AI), cyber and acquisition transformation. We serve the nation as a federally funded research and development center (FFRDC) sponsored by the U.S. Department of War (DoW). For more information, visit the SEI website at https://www.sei.cmu.edu.

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SOURCE Carnegie Mellon University Software Engineering Institute

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Creative5 and Sateliot to Advance Satellite IoT Field Evaluations at SCEWC 2026

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November 2, 2026

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HESTIA Plus and standards-based NB-IoT NTN connectivity help enterprises evaluate IoT applications beyond terrestrial coverage.

BARCELONA, Spain, Nov. 2, 2026 /PRNewswire/ — Creative5 and Sateliot will showcase their satellite IoT collaboration at Smart City Expo World Congress (SCEWC) 2026. The initiative combines Creative5’s HESTIA Plus devices and system-integration capabilities with Sateliot’s 3GPP standards-based NB-IoT non-terrestrial network (NTN) connectivity, helping enterprises evaluate IoT applications in areas with limited terrestrial coverage.

Initial opportunities span smart agriculture, environmental monitoring, water and utility assets, and remote infrastructure. The companies will engage solution providers and enterprise customers to define application needs, review device and network integration, and plan field evaluations against agreed performance criteria.

A complementary, standards-based approach

HESTIA Plus supports terrestrial and satellite IoT connectivity. Creative5 supplies hardware, integration and application enablement, while Sateliot provides satellite connectivity and onboarding in supported markets. Customers gain a structured route from use-case definition and technical review to time-bound field trials with agreed data flows, success metrics and deployment requirements.

Field evaluations will be planned according to network and service availability, local regulatory requirements and project-specific technical readiness.

“Enterprise customers need a clear understanding of how satellite IoT can support their operations beyond terrestrial coverage. By combining HESTIA Plus with Sateliot’s standards-based connectivity, we aim to help customers evaluate real-world performance and make informed deployment decisions,” said Jennifer Chang, CMO and GM of SATCOM Business Unit, Creative5.

“Sateliot is building satellite connectivity as a standards-based extension of cellular IoT. Our work with Creative5 gives customers a practical way to evaluate how HESTIA Plus can connect assets beyond conventional coverage and prepare suitable applications for scalable deployment,” said Gianluca Redolfi, Chief Business Officer at Sateliot.

Meet Creative5 at SCEWC

Creative5 will exhibit at the LoRa Alliance Pavilion, Hall 3, Booth B41, from 3–5 November 2026. Visitors can explore HESTIA Plus applications and discuss integration, pilot scope and field evaluations.

About Creative5

Founded in Taiwan in 2017, Creative5 develops HESTIA satellite IoT devices and the CeresHub platform. The company combines hybrid terrestrial and non-terrestrial connectivity with integration services for environmental monitoring, infrastructure and UAV applications. creative5.io

About Sateliot

Headquartered in Barcelona, Sateliot develops 3GPP standards-based LEO satellite connectivity that extends cellular NB-IoT services into areas with limited terrestrial coverage. Its network approach supports direct satellite connectivity for compatible IoT devices. sateliot.com

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Armor Names Nicholas Lee, Former CEO of Fujitsu Intelligence, as Chief Executive Officer

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November 2, 2026

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Founder Chris Drake transitions to Chief Innovation Officer, remains on Board

DALLAS, Nov. 2, 2026 /PRNewswire/ — Armor, a global provider of managed cyber defense and compliance, today announced Nicholas Lee as Chief Executive Officer, effective November 2, 2026. Lee, most recently CEO of Fujitsu Intelligence, brings more than two decades of leadership experience building and scaling technology services businesses, including managed services and enterprise AI, and will lead Armor’s next phase of growth.

Former Fujitsu Intelligence CEO Nicholas Lee will lead Armor’s next phase of growth.

Founder Chris Drake will become Chief Innovation Officer in a full-time role and remain on Armor’s Board of Directors. He will work closely with Lee to explore emerging needs and develop future opportunities for the company.

“Solving hard problems for customers is what I love, and the past six months bringing Sovereign AI to market reminded me of that. My other priority was finding the right leader to help Armor scale,” said Drake. “I’ve known Nicholas for 14 years and first tried to recruit him back then. His deep experience in cybersecurity and enterprise AI, and his track record scaling services businesses, make him exactly the right person to drive Armor’s growth.”

Lee spent much of his career at Fujitsu, where he built managed security and services businesses and led global services portfolios serving enterprise and public sector customers. As CEO of Fujitsu Intelligence, he built and scaled the company’s data and AI business, turning emerging capabilities into solutions that deliver measurable customer value.

“Armor combines a proven cybersecurity business with an exciting opportunity to help customers adopt AI securely and confidently,” said Lee. “Sovereign AI is a strong example of that opportunity. My first priority is to listen to our people, customers, and partners and build on the company’s strengths. I look forward to working with Drake and the team to strengthen our cybersecurity services, secure the AI era and deliver measurable customers outcomes.”

About Armor

Armor provides managed cyber defense and compliance for highly regulated organizations globally. Trusted by over 1,700 companies across 40+ countries, the company integrates 24/7 managed defense, compliance consulting, and cloud-native detection and response. Today, Armor extends this standard to the AI era with production-ready security platforms designed to protect next-generation enterprise environments. Learn more at armor.com or connect with us on LinkedIn.

Media Contact
Michele Glassman
Marketing Director, Armor
michele.glassman@armor.com

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SOURCE Armor Defense Inc

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