Integrity Applications, Inc. (OTCMKTS:IGAP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Departure of Director
On April 7, 2017, Avner Gal resigned as a director of the
Company, effective as of April 7, 2017. Mr. Gals resignation was
not a result of any disagreement with the Company regarding its
operations, policies or practices.
Company, effective as of April 7, 2017. Mr. Gals resignation was
not a result of any disagreement with the Company regarding its
operations, policies or practices.
Effective April 7, 2017 (the Gal Effective Date), the
Company and its wholly owned subsidiary, A.D. Integrity
Applications Ltd. (Integrity Israel)), entered into a
letter agreement with Avner Gal whereby Mr. Gal will separate
from his employment and directorship at the Company and act as a
part time consultant to the Company (the Gal Agreement).
to the terms of the Gal Agreement, and as consideration for Mr.
Gals separation from employment and services as a consultant, the
Company will, among other things, (1) pay Mr. Gal an amount equal
to his Salary (as defined in the Gal Employment Agreement) and
other financial benefits Mr. Gal is entitled to receive under the
Employment Agreement entered into by and between Integrity Israel
and Mr. Gal in October 2010 (the Gal Employment
Agreement), that would have been paid to Mr. Gal during the
Notice Period (as defined in the Gal Employment Agreement), in
lieu of such prior notice; (2) modify the Adjustment Period, to
section 19 of the Gal Employment Agreement, to 24 Salaries (as
defined in the Gal Employment Agreement), including all the
benefits mentioned in the Gal Employment Agreement, provided Mr.
Gal does not work or provide services to a company in direct
competition with the Company; (3) accelerate the vesting of
88,259 outstanding unvested options to purchase common stock, par
value $0.001 per share, of the Company, at an exercise price per
share equal to $6.25 held by Mr. Gal as of the Gal Effective
Date; (4) extend the term of all outstanding options (vested and
unvested) held by Mr. Gal to be exercisable for five years from
the Gal Effective Date; (5) grant Mr. Gal an option to purchase
up to 300,000 shares of Common Stock of the Company having an
exercise price per share equal to $4.50 and an option to purchase
up to an additional 50,000 shares of common stock of the Company
having an exercise price per share equal to $7.75 (collectively,
the Options). The Options shall vest monthly over a 24
months period following the date of grant. The foregoing
description of the Gal Agreement is qualified in its entirety by
reference to the full text of the agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Company and its wholly owned subsidiary, A.D. Integrity
Applications Ltd. (Integrity Israel)), entered into a
letter agreement with Avner Gal whereby Mr. Gal will separate
from his employment and directorship at the Company and act as a
part time consultant to the Company (the Gal Agreement).
to the terms of the Gal Agreement, and as consideration for Mr.
Gals separation from employment and services as a consultant, the
Company will, among other things, (1) pay Mr. Gal an amount equal
to his Salary (as defined in the Gal Employment Agreement) and
other financial benefits Mr. Gal is entitled to receive under the
Employment Agreement entered into by and between Integrity Israel
and Mr. Gal in October 2010 (the Gal Employment
Agreement), that would have been paid to Mr. Gal during the
Notice Period (as defined in the Gal Employment Agreement), in
lieu of such prior notice; (2) modify the Adjustment Period, to
section 19 of the Gal Employment Agreement, to 24 Salaries (as
defined in the Gal Employment Agreement), including all the
benefits mentioned in the Gal Employment Agreement, provided Mr.
Gal does not work or provide services to a company in direct
competition with the Company; (3) accelerate the vesting of
88,259 outstanding unvested options to purchase common stock, par
value $0.001 per share, of the Company, at an exercise price per
share equal to $6.25 held by Mr. Gal as of the Gal Effective
Date; (4) extend the term of all outstanding options (vested and
unvested) held by Mr. Gal to be exercisable for five years from
the Gal Effective Date; (5) grant Mr. Gal an option to purchase
up to 300,000 shares of Common Stock of the Company having an
exercise price per share equal to $4.50 and an option to purchase
up to an additional 50,000 shares of common stock of the Company
having an exercise price per share equal to $7.75 (collectively,
the Options). The Options shall vest monthly over a 24
months period following the date of grant. The foregoing
description of the Gal Agreement is qualified in its entirety by
reference to the full text of the agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Amendment to Graham Employment Agreement
Effective April 7, 2017, the Company entered into an amendment to
the employment agreement (the Graham Employment Amendment)
with John Graham to modify the base compensation provision and
the equity compensation provision under that certain Employment
Agreement, dated March 20, 2017 (the Graham Effective
Date), by and between the Company and Mr. Graham. to the
terms of the Graham Employment Amendment, (1) Mr. Grahams base
compensation is modified such that he will receive a base salary
of $500,000 per year as well as a one-time payment of $375,000
upon commencement of Mr. Grahams employment with the Company, and
(2) the vesting periods of Mr. Grahams options to purchase Common
Stock shall be modified whereby (a) 307,754 shares of Common
Stock underlying Mr. Grahams option to purchase Common Stock at
an exercise price of $4.50 per share (the $4.50 Options)
shall vest immediately, (b) 923,262 of the $4.50 Options shall
vest on the six month anniversary of the Graham Effective Date,
and (c) the remaining $4.50 Options as well as Mr. Grahams
remaining unvested options granted to the Graham Employment
Amendment shall vest on the two (2) year anniversary of the
Graham Effective Date. The foregoing description of the Graham
Employment Amendment is qualified in its entirety by reference to
the full text of the agreement, which is filed as Exhibit 10.2 to
this Current Report on Form 8-K and is incorporated herein by
reference.
the employment agreement (the Graham Employment Amendment)
with John Graham to modify the base compensation provision and
the equity compensation provision under that certain Employment
Agreement, dated March 20, 2017 (the Graham Effective
Date), by and between the Company and Mr. Graham. to the
terms of the Graham Employment Amendment, (1) Mr. Grahams base
compensation is modified such that he will receive a base salary
of $500,000 per year as well as a one-time payment of $375,000
upon commencement of Mr. Grahams employment with the Company, and
(2) the vesting periods of Mr. Grahams options to purchase Common
Stock shall be modified whereby (a) 307,754 shares of Common
Stock underlying Mr. Grahams option to purchase Common Stock at
an exercise price of $4.50 per share (the $4.50 Options)
shall vest immediately, (b) 923,262 of the $4.50 Options shall
vest on the six month anniversary of the Graham Effective Date,
and (c) the remaining $4.50 Options as well as Mr. Grahams
remaining unvested options granted to the Graham Employment
Amendment shall vest on the two (2) year anniversary of the
Graham Effective Date. The foregoing description of the Graham
Employment Amendment is qualified in its entirety by reference to
the full text of the agreement, which is filed as Exhibit 10.2 to
this Current Report on Form 8-K and is incorporated herein by
reference.
Amendment to Malka Employment Agreement
Effective April 7, 2017, Integrity Israel entered into an
amended and restated personal employment agreement (the
Malka Employment Agreement) with David Malka for his
continued service as Vice President of Operations of the
Company and Integrity Israel, effective as of March 20, 2017
(the Malka Effective Date). to the terms of the Malka
Employment Agreement, Mr. Malka will (1) receive a base monthly
salary of NIS 20,000 (approximately $5,480 based on an exchange
rate of 3.65 NIS / 1 USD in effect on April 7, 2017), which may
increase to NIS 35,000 per month (approximately $9,590 using
the same exchange rate) in the event certain performance
milestones are met (the Malka Base Salary); (2) be
eligible to earn an annual performance bonus between 420-864%
of the Malka Base Salary, subject to certain performance
criteria to be established by the Board within the first ninety
(90) days of each fiscal year; (3) be eligible to earn a
retention bonus equal to 60% of the aggregate Malka Base Salary
earned through the one-year anniversary of the Malka Effective
Date, payable thirty days following the one-year anniversary of
the Malka Effective Date and provided that Mr. Malka remains
employed with Integrity Israel through and on the one-year
anniversary of the Malka Effective Date; (4) receive a
modification to the terms of his option to purchase Common
Stock at an exercise price per share equal to $6.25 whereby the
unvested portion of such options will accelerate and will be
immediately exercisable, effective as of the Malka Effective
Date; and (5) receive certain additional equity awards ( to the
Companys 2010 Incentive Compensation Plan, as amended) under
the terms and conditions as set forth in the Malka Employment
Agreement. In addition, the Malka Employment Agreement provides
for the payment of certain social benefits and the use of a
company car. The Malka Employment Agreement is terminable by
Integrity Israel and Mr. Malka on 90 days prior written notice
(the Malka Notice Period), without Cause, or immediately
by Integrity Israel for Cause (as defined in the Malka
Employment Agreement). Integrity Israel may terminate Mr.
Malkas employment without Cause prior to the expiration of the
Malka Notice Period, but will be required to pay Mr. Malka a
severance fee equal to the Malka Base Salary plus the financial
value of all other benefits Mr. Malka would have been entitled
to receive in respect of the portion of the Malka Notice Period
which was forfeited. The foregoing description of the Malka
Employment Agreement is qualified in its entirety by reference
to the full text of the agreement, which is filed as Exhibit
10.3 to this Current Report on Form 8-K and is incorporated
herein by reference.
amended and restated personal employment agreement (the
Malka Employment Agreement) with David Malka for his
continued service as Vice President of Operations of the
Company and Integrity Israel, effective as of March 20, 2017
(the Malka Effective Date). to the terms of the Malka
Employment Agreement, Mr. Malka will (1) receive a base monthly
salary of NIS 20,000 (approximately $5,480 based on an exchange
rate of 3.65 NIS / 1 USD in effect on April 7, 2017), which may
increase to NIS 35,000 per month (approximately $9,590 using
the same exchange rate) in the event certain performance
milestones are met (the Malka Base Salary); (2) be
eligible to earn an annual performance bonus between 420-864%
of the Malka Base Salary, subject to certain performance
criteria to be established by the Board within the first ninety
(90) days of each fiscal year; (3) be eligible to earn a
retention bonus equal to 60% of the aggregate Malka Base Salary
earned through the one-year anniversary of the Malka Effective
Date, payable thirty days following the one-year anniversary of
the Malka Effective Date and provided that Mr. Malka remains
employed with Integrity Israel through and on the one-year
anniversary of the Malka Effective Date; (4) receive a
modification to the terms of his option to purchase Common
Stock at an exercise price per share equal to $6.25 whereby the
unvested portion of such options will accelerate and will be
immediately exercisable, effective as of the Malka Effective
Date; and (5) receive certain additional equity awards ( to the
Companys 2010 Incentive Compensation Plan, as amended) under
the terms and conditions as set forth in the Malka Employment
Agreement. In addition, the Malka Employment Agreement provides
for the payment of certain social benefits and the use of a
company car. The Malka Employment Agreement is terminable by
Integrity Israel and Mr. Malka on 90 days prior written notice
(the Malka Notice Period), without Cause, or immediately
by Integrity Israel for Cause (as defined in the Malka
Employment Agreement). Integrity Israel may terminate Mr.
Malkas employment without Cause prior to the expiration of the
Malka Notice Period, but will be required to pay Mr. Malka a
severance fee equal to the Malka Base Salary plus the financial
value of all other benefits Mr. Malka would have been entitled
to receive in respect of the portion of the Malka Notice Period
which was forfeited. The foregoing description of the Malka
Employment Agreement is qualified in its entirety by reference
to the full text of the agreement, which is filed as Exhibit
10.3 to this Current Report on Form 8-K and is incorporated
herein by reference.
Amendment of 2010 Incentive Compensation Plan
On April 7, 2017, the Board approved an amendment to the Plan
to increase the number of shares of the Companys Common Stock
reserved for issuance under the Plan from 1,000,000 shares to
5,625,000 shares. The foregoing description of Amendment No.
2 to the Plan is qualified in its entirety by reference to
the full text of the amendment, which is filed as Exhibit
10.4 to this Current Report on Form 8-K and is incorporated
herein by reference.
to increase the number of shares of the Companys Common Stock
reserved for issuance under the Plan from 1,000,000 shares to
5,625,000 shares. The foregoing description of Amendment No.
2 to the Plan is qualified in its entirety by reference to
the full text of the amendment, which is filed as Exhibit
10.4 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 8.01 Other Events
On April 13, 2017, the Company issued a press release
announcing that it has appointed Avner Gal as Chairman
Emeritus and as a member of the Companys Scientific Advisory
Board. A copy of the press release, dated April 13, 2017, is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
announcing that it has appointed Avner Gal as Chairman
Emeritus and as a member of the Companys Scientific Advisory
Board. A copy of the press release, dated April 13, 2017, is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Exhibit Description
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10.1
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Letter Agreement, effective as of April 7, 2017, among
Integrity Applications, Inc., A.D. Integrity Applications Ltd., and Avner Gal |
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10.2
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First Amendment to Employment Agreement, effective as
of April 7, 2017, between Integrity Applications, Inc. and John Graham |
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10.3
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Amended and Restated Personal Employment Agreement,
effective as of April 7, 2017, between A.D. Integrity Applications Ltd. and David Malka |
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10.4
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Amendment No. 2 to Integrity Applications, Inc. 2010
Incentive Compensation Plan |
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99.1
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Press Release, dated April 13, 2017
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About Integrity Applications, Inc. (OTCMKTS:IGAP)
Integrity Applications, Inc. is a medical device company. The Company is focused on the design, development and commercialization of non-invasive glucose monitoring devices for use by persons suffering from diabetes. It has developed a non-invasive blood glucose monitor, the GlucoTrack model DF-F glucose monitoring device, which is designed to help people with diabetes obtain blood glucose level readings without the pain, inconvenience, cost and difficulty of conventional (invasive) spot finger stick devices. The Company operates in Europe, and Asia and Pacific. The GlucoTrack model DF-F utilizes a combination of ultrasound, electromagnetic and thermal technologies to obtain blood glucose measurements in less than one minute through a small sensor that is clipped onto one’s earlobe and connected to a small, handheld control and display unit, all without drawing blood. Integrity Applications, Inc. (OTCMKTS:IGAP) Recent Trading Information
Integrity Applications, Inc. (OTCMKTS:IGAP) closed its last trading session 00.00 at 2.00 with 7,300 shares trading hands.
