Integrity Applications, Inc. (OTCMKTS:IGAP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
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 (payable in cash and Common Stock) 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, the Company is required to issue to the Placement Agent: (a) 5 year warrants to purchase up to 44,445 shares of Common Stock at an exercise price of $4.50 per share and (b) 5 year warrants to purchase up to 22,223 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.
Item 3.02Unregistered 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.
On August 2, 2017, the Company issued a press release announcing that it had successfully closed its private placement offering of the Units. A copy of the press release, dated August 2, 2017, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Financial Statements and Exhibits. |
(d)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 Company’s 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 Company’s 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 Company’s 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 Company’s Current Report on Form 8-K, as filed with the SEC on April 14, 2016) |
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99.1 |
Press Release, dated August 2, 2017 |
Integrity Applications, Inc. ExhibitEX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1 Exhibit 99.1 Integrity Applications Announces Close of $12 Million Private Placement Wilmington,…To view the full exhibit click here
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.
