Integrity Applications, Inc. (OTCMKTS:IGAP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry Into a Material Definitive Agreement.
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Preferred Stock and Warrant Issuance
On March 8, 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 March
8, 2017, the Company issued to the Purchasers an aggregate of
2,560 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 568,890 shares of Common Stock, and the
Warrants comprising the Units are exercisable for an aggregate of
1,137,780 shares of Common Stock, in each case subject to certain
adjustments. The Company received aggregate gross proceeds of
$2,560,000 from the sale of the Units to the Purchase Agreement.
corporation (the Company), entered into a Securities
Purchase Agreement (the Purchase Agreement) with certain
accredited investors (the Purchasers) to which, on March
8, 2017, the Company issued to the Purchasers an aggregate of
2,560 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 568,890 shares of Common Stock, and the
Warrants comprising the Units are exercisable for an aggregate of
1,137,780 shares of Common Stock, in each case subject to certain
adjustments. The Company received aggregate gross proceeds of
$2,560,000 from the sale of the Units to the Purchase Agreement.
The sale of the Units to the Purchase Agreement was the ninth
closing of an offering of Units by the Company. The first,
second, third, fourth, fifth, sixth, seventh and eighth 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, 506 Units and 403.9 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, December 5, 2016 and January 5, 2017, 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.
closing of an offering of Units by the Company. The first,
second, third, fourth, fifth, sixth, seventh and eighth 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, 506 Units and 403.9 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, December 5, 2016 and January 5, 2017, 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.
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 (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 113,778 shares of
Common Stock at an exercise price of $4.50 per share and (b) 5
year warrants to purchase up to 56,889 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.
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 113,778 shares of
Common Stock at an exercise price of $4.50 per share and (b) 5
year warrants to purchase up to 56,889 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 3.02 Unregistered Sales of Equity Securities.
The information provided in Item 1.01 is incorporated by
reference into this Item 3.02.
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.
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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(d) Exhibits.
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Exhibit No.
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Exhibit Description
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4.1
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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
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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
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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
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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) |
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 at with 1,000 shares trading hands.
