Integrity Applications, Inc. (NYSE:FICO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry Into a Material Definitive Agreement. |
Preferred Stock and Warrant Issuance
On January 5, 2017, Integrity Applications, Inc., a Delaware
corporation (the Company), entered into a Securities
Purchase Agreement (the Purchase Agreement) with certain
accredited investors (the Purchasers) to which, on January
5, 2017, the Company issued to the Purchasers an aggregate of
403.9 units of the Company (each a Unit and, collectively,
the Units), each consisting of (a) one share of the
Companys Series C 5.5% Convertible Preferred Stock, par value
$0.001 per share (the Preferred Stock), convertible into
shares of the Companys common stock, par value $0.001 per share
(the Common Stock), at an initial conversion price of
$4.50 per share, (b) a five year warrant to purchase, at an
exercise price of $4.50 per share, up to such number of shares of
Common Stock equal to 100% of the shares of Common Stock issuable
upon conversion of such share of Preferred Stock (each a
Series C-1 Warrant) and (c) a five year warrant to
purchase, at an exercise price of $7.75 per share, up to such
number of shares of Common Stock equal to 100% of the shares of
Common Stock issuable upon conversion of such share of Preferred
Stock (each a Series C-2 Warrant and, together with the
Series C-1 Warrants, collectively, the Warrants). The
shares of Preferred Stock comprising the Units are convertible
into an aggregate of 89,760 shares of Common Stock, and the
Warrants comprising the Units are exercisable for an aggregate of
179,520 shares of Common Stock, in each case subject to certain
adjustments. The Company received aggregate gross proceeds of
$403,900 from the sale of the Units to the Purchase Agreement.
The sale of the Units to the Purchase Agreement was the eighth
closing of an offering of Units by the Company. The first,
second, third, fourth, fifth, sixth and seventh closings,
involving the sale by the Company of an aggregate of 1,133 Units,
1,351 Units, 890.5 Units, 1,050.65 Units, 540 Units, 357.75 Units
and 506 Units respectively (collectively, the Prior
Issuances), were disclosed by the Company in Current Reports
on Form 8-K filed by the Company with the Securities and Exchange
Commission (the SEC) on April 14, 2016, May 4, 2016, June
6, 2016, July 7, 2016, September 7, 2016, October 7, 2016 and
December 5, 2016, respectively (collectively, the Prior
8-Ks), each of which is incorporated herein by reference. The
terms of the Preferred Stock and the Warrants are the same as the
terms of the Preferred Stock and Warrants issued in the Prior
Issuances, as described in the Prior 8-Ks.
Registration Rights
In connection with the sale of the Units, the Company entered
into a Registration Rights Agreement with the Purchasers, which
is substantially identical to the registration rights agreement
entered into with the prior purchasers in connection with the
Prior Issuances as disclosed in the Prior 8-Ks.
Placement Agent Compensation
to a placement agent agreement (the Placement Agent
Agreement) with the placement agent for the offering of the
Units (the Placement Agent), at the closing of the sale
of the Units the Company paid the Placement Agent, as a
commission, an amount equal to 10% of the aggregate sales price
of the Units, plus a non-accountable expense allowance equal to
3% of the aggregate sales price of the Units. In addition, to
the Placement Agent Agreement, we are required to issue to the
Placement Agent: (a) 5 year warrants to purchase up to 17,952
shares of Common Stock at an exercise price of $4.50 per share
and (b) 5 year warrants to purchase up to 8,976 shares of
Common Stock at an exercise price of $7.75 per share. The terms
of the Placement Agent warrants will be substantially similar
to the Warrants except that the Placement Agent warrants will
also be exercisable on a cashless basis and will include full
ratchet anti-dilution protection.
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Item 3.02 |
Unregistered Sales of Equity Securities. |
The information provided in Item 1.01 is incorporated by
reference into this Item 3.02.
The Units were sold without registration under the Securities
Act of 1933, as amended (the Securities Act), in
reliance upon an exemption from registration to Section 4(a)(2)
of the Securities Act. The Units were offered only to
accredited investors, as such term is defined under the
Securities Act, and were not offered to a general solicitation.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
Exhibit Description |
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4.1 |
Form of Securities Purchase Agreement (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K, as filed with the SEC on April 14, 2016) |
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4.2 |
Form of Series C-1 Common Stock Purchase Warrant (filed as Exhibit 4.2 to the Companys Current Report on Form 8-K, as filed with the SEC on April 14, 2016) |
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4.3 |
Form of Series C-2 Common Stock Purchase Warrant (filed as Exhibit 4.3 to the Companys Current Report on Form 8-K, as filed with the SEC on April 14, 2016) |
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4.4 |
Form of Registration Rights Agreement (filed as Exhibit 4.4 to the Companys Current Report on Form 8-K, as filed with the SEC on April 14, 2016) |
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About Integrity Applications, Inc. (NYSE:FICO)
Fair Isaac Corporation (FICO) is a provider of analytic, software and data management products and services that enable businesses to automate and connect decisions. The Company operates through three segments: Applications, Scores and Decision Management Software. The Applications segment includes pre-configured decision management applications designed for a specific type of business problem or process, such as marketing, account origination, customer management, fraud, collections and insurance claims management. The Scores segment includes business-to-business scoring solutions and services, business-to-consumer scoring solutions and services, including myFICO solutions for consumers. The Decision Management Software segment consists of analytic and decision management software tools that clients can use to create their own custom decision management applications, its new FICO Decision Management Suite, as well as associated professional services. Integrity Applications, Inc. (NYSE:FICO) Recent Trading Information
Integrity Applications, Inc. (NYSE:FICO) closed its last trading session down -0.97 at 121.54 with 331,235 shares trading hands.
