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.
On November 9, 2016, the Board of Directors (the Board) of
Integrity Applications, Inc. (the Company) approved an increase
in the size of the Board from five directors to seven directors
and appointed Philip Darivoff and Revan Schwartz to serve as
directors of the Company to fill the vacancies created by the
increase in the size of the Board, effective on that date.
There are no arrangements or understandings between Mr. Darivoff
and any other person to which Mr. Darivoff was selected as a
director. Mr. Schwartz was appointed to the Board by Andrew
Garrett, Inc. (AGI), the placement agent for the Companys ongoing
private placement, to the terms of a letter agreement executed by
AGI and the Company. There are no relationships between either
Mr. Darivoff or Ms. Schwartz and the Company that would require
disclosure under Item 404(a) of Regulation S-K of the Securities
Exchange Act of 1934.
The Company entered into letter agreements with each of Mr.
Darivoff and Mr. Schwartz establishing their compensation as
described below under Non-Executive Director Compensation. The
foregoing description of the letter agreements between the
Company and each of Mr. Darivoff and Mr. Schwartz are qualified
in their entirety by reference to the full text of the letter
agreements, which are filed as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Effective November 15, 2016, the Compensation Committee of the
Board approved a one-time grant of options to each of Mr.
Darivoff and Mr. Schwartz to purchase up to an aggregate of
26,666 shares of the Companys Common Stock, at an exercise price
of $4.50 per share, under and to the Companys 2010 Incentive
Compensation Plan. Each directors option grant will vest in eight
equal quarterly increments of 3,333.25 each (subject to the
directors continued service as of each such date) commencing on
February 15, 2017.
On November 13, 2016, the Company issued a press release
announcing that its Board had appointed Mr. Darivoff and Mr.
Schwartz to serve as directors, including a description of Mr.
Darivoffs and Mr. Schwartzs work experience. A copy of the press
release, dated November 13, 2016, is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Exhibit No. |
Exhibit Description |
|
|
10.1 |
Letter agreement between Integrity Applications, Inc. and Philip Darivoff |
|
|
10.2 |
Letter agreement between Integrity Applications, Inc. and Revan Schwartz |
|
|
99.1 |
Press Release, dated November 13, 2016 |
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 2.99 with 2,200 shares trading hands.
