Integrity Applications, Inc. (OTCMKTS:IGAP) Files An 8-K Submission of Matters to a Vote of Security Holders
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On December 21, 2018, Integrity Applications, Inc., a Delaware corporation (the “Corporation”), held an annual meeting of shareholders (the “Meeting”). The number of shares of the Corporation’s capital stock outstanding, as of November 23, 2018, the Record Date, was (1) 7,748,586 shares of Common Stock; (2) 376 shares of Series A Preferred Stock; (3) 15,031 shares of Series B Preferred Stock; and (4) 12,004 shares of Series C Preferred Stock on the Record Date, with shares of Series A Preferred Stock convertible into an aggregate of 83,556 shares of Common Stock, shares of Series B Preferred Stock convertible into an aggregate of 3,340,251 shares of Common Stock and shares of Series C Preferred Stock convertible into an aggregate of 2,667,511 shares of Common Stock. The number of shares represented at the Meeting in person or by proxy was as follows: 5,443,047 shares of Common Stock; (2) 250 shares of Series A Preferred Stock; (3) 8,845 shares of Series B Preferred Stock; and (4) 8,026 shares of Series C Preferred Stock on the Record Date, with shares of Series A Preferred Stock convertible into an aggregate of 55,556 shares of Common Stock, shares of Series B Preferred Stock convertible into an aggregate of 1,965,556 shares of Common Stock and shares of Series C Preferred Stock convertible into an aggregate of 1,783,556 shares of Common Stock. The number of shares present constituted a quorum for the business to be conducted at the Meeting.
At the Meeting, the Company’s stockholders approved the following proposals:
After review and tabulation, the ballots and proxies case for and against granting authority to the Board of Directors to effect a reverse split:
| Votes For | Votes Against | Abstentions |
| 8,005,594 | 1,234,120 | 8,000 |
After review and tabulation, the ballots and proxies cast for and against the increase in authorized shares:
| Votes For | Votes Against | Abstentions |
| 8,047,313 | 1,190,541 | 8,000 |
After review and tabulation, the ballots and proxies cast for and against the reelection of each of the following current directors of the Company, who were candidates for reelection:
| Name | Votes For | Votes Against | Abstentions |
| Angela Strand | 7,343,829 | 51,370 | 1,179,859 |
| Robert Fischell | 7,345,789 | 51,270 | 1,179,859 |
| Michael Hauck | 7,343,829 | 51,370 | 1,179,859 |
| David Podwalski | 7,343,829 | 51,370 | 1,179,859 |
| Revan Schwartz | 7,343,929 | 51,270 | 1,179,859 |
After review and tabulation, the ballots and proxies case for and against the ratification of the appointment of Fahn Kanne as the Corporations independent registered public accountants for fiscal 2018:
| Votes For | Votes Against | Abstentions |
| 8,056,027 | 10,968 | 1,179,859 |
After review and tabulation, the ballots and proxies case for and against a non-binding, advisory basis, at least once every three years, the compensation of our named executive officers as disclosed in the Corporation’s Proxy Statement:
| Votes For | Votes Against | Abstentions |
| 7,392,779 | 2,420 | 1,179,859 |
After review and tabulation, the ballots and proxies cast for and against the amendment of the Corporation’s certificate of incorporation to permit holders of designated series of its preferred stock to amend their certificates of designation without the approval of holders of our common stock:
| Votes For | Votes Against | Abstentions |
| 7,335,773 | 1,224,729 | 9,000 |
After review and tabulation, the ballots and proxies cast for and against the amendment of the Series A Certificate of Designation by replacing Section 8 in its entirety with a forced conversion at the sole discretion of the Corporation:
Common and Series A Preferred as One Class
| Votes For | Votes Against | Abstentions |
| 7,336,273 | 1,230,785 | 8,000 |
Series A Preferred
| Votes For | Votes Against | Abstentions |
| 55,556 |
After review and tabulation, the ballots and proxies cast for and against the amendment of the Series B Certificate of Designation by replacing Section 8 in its entirety with a forced conversion at the sole discretion of the Corporation:
Common and Series B Preferred as One Class
| Votes For | Votes Against | Abstentions |
| 7,336,273 | 1,230,785 | 8,000 |
Series B Preferred
| Votes For | Votes Against | Abstentions |
| 1,960,000 | 5,556 |
After review and tabulation, the ballots and proxies cast for and against the amendment of the Series C Certificate of Designation by replacing Section 8 in its entirety with a forced conversion at the sole discretion of the Corporation:
Common and Series C Preferred as One Class
| Votes For | Votes Against | Abstentions |
| 7,336,273 | 1,230,785 | 8,000 |
Series C Preferred
| Votes For | Votes Against | Abstentions |
| 1,783,556 |
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.
