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.
Integrity Applications, Inc. (the “Company“) appointed
Michael Hauck to serve as a director of the Company, effective on
that date. The Board further appointed Mr. Hauck to serve as a
member of the Nominating and Corporate Governance Committee of
the Board as well as on the Compensation Committee of the Board.
any other person to which Mr. Hauck was selected as a director.
There are no relationships between Mr. Hauck and the Company that
would require disclosure under Item 404(a) of Regulation S-K of
the Securities Exchange Act of 1934.
establishing his compensation as described below under
“Non-Executive Director and Interim Officer Compensation”.
for all non-employee directors and interim officers serving on
the Board:
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an annual cash payment to each non-employee director and
interim officer of the Company in the amount of $35,000, payable in four equal quarterly installments of $8,750 each on the last day of each calendar quarter commencing with the fourth quarter of 2017, subject to their continued service as of each such date; |
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an additional annual cash payment to each member of a
Board committee in the amount of $5,000, payable in four equal quarterly installments of $1,250 each on the last day of each calendar quarter commencing with the second quarter of 2017, subject to their continued service as of each such date; |
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an additional annual cash payment to the chairperson of a
Board committee in the amount of $12,500, payable in four equal quarterly installments of $3,125 each on the last day of each calendar quarter commencing with the second quarter of 2017, subject to their continued service as of each such date; |
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the grant to each non-employee director and each interim
officer of the Company of a one-time award of options to purchase up to an aggregate of 14,894 shares of the Company’s common stock, par value $0.001 per share (“Common Stock“), at an exercise price of $4.50, under and to the Company’s 2010 Incentive Compensation Plan, as amended (the “Plan“), which options vest in 12 equal monthly increments commencing as of June 1, 2017 (subject to their continued service as of each such date) and have a term of 10 years (the “Director Option Awards“); |
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the grant to each non-employee director and each interim
officer of the Company of an award of Restricted Stock Units (“RSUs“), to be granted on June 1, 2017 and vesting on June 1, 2018, with a cash value of $45,000 based on the 30-day volume weighted average price of the Company’s Common Stock on June 1, 2017, subject to their continued service on and through such date, and settled on such date as they elect or upon termination of their service with the Company; and |
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an additional annual cash payment to the vice chairperson
of the Board in the amount of $20,000, payable in RSUs under the same vesting terms. |
the Company with the Securities and Exchange Commission on
April 13, 2017, the Company and A.D. Integrity Applications,
Ltd. (“Integrity Israel“), the Company’s subsidiary,
entered into an amended and restated personal employment
agreement with David Malka, to which Mr. Malka was eligible to
receive an increase to his base monthly salary, from NIS 20,000
(approximately $5,635 based on an exchange rate of 3.55 NIS/ 1
USD in effect on May 30, 2017) to NIS 35,000 (approximately
$9,860 using the same exchange rate), in the event certain
performance goals are met (the “Salary Increase“).
notwithstanding the foregoing performance goal requirement, as
consideration for Mr. Malka’s continued service as Vice
President of Operations of the Company and Integrity Israel.
the Board and appointed each of Leslie Seff and Revan Schwartz
to serve as members of the committee. Mr. Schwartz will serve
as chairperson of the committee.
Committee designated above is independent to the required
standards set forth in Rule 10A-3(b) of the Securities Exchange
Act of 1934, as amended, based on an evaluation of the
relationships between the Company and each of the members.
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 2.25 with 300 shares trading hands.
