Delaware
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3841
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98-0668934
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer Identification Number)
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Integrity Applications, Inc.
19 Ha’Yahalomim St.
PO Box 12143
Ashdod L3 7760049, Israel
972 (8) 675-7878
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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John Graham
Chief Executive Officer
Integrity Applications, Inc.
19 Ha’Yahalomim St.
PO Box 12143
Ashdod L3 7760049, Israel
972 (8) 675-7878
972 (8) 675-7850 (facsimile)
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
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Copies to
:
Mitchell L. Lampert
Robinson & Cole LLP
1055 Washington Boulevard Stamford, CT 06901 Direct 203.462.7559 | Fax 203.462.7599 |
☐
Large accelerated filer
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☐
Accelerated filer
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☐
Non-accelerated filer (Do not check if a smaller reporting company)
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☒
Smaller reporting company
☐
Emerging growth company
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Title of Each Class
of Securities to be Registered |
Amount to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration
Fee (3)
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Common Stock, par value $.001 per share, issuable upon the conversion of shares of the registrant’s Series C 5.5% Convertible Preferred Stock
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2,667,540
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$
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4.50
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$
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12,003,930.00
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$
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1,494.49
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Common Stock, $0.001 par value per share, issuable upon exercise of Series C-1 Warrants and Series C-2 Warrants to purchase shares of common stock
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5,335,080
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$
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4.50
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$
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24,007,860.00
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$
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2,998.98
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Common Stock, $0.001 par value per share, issued as stock dividends on the registrant’s Series C 5.5% Convertible Preferred Stock (4)
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180,502
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$
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4.50
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$
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812,259.00
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$
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101.13
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Common Stock, $0.001 par value per share, issuable as stock dividends on the registrant’s Series C 5.5% Convertible Preferred Stock (5)
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553,076
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$
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4.50
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$
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2,488,842.00
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$
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309.87
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Total
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8,736,198
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$
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39,312,891.00
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$
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4,894.47
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(6) |
(1)
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Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also registers such additional shares of common stock as may become issuable to prevent dilution as a result of stock splits, stock dividends or similar transactions.
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(2)
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The selling stockholders will be offering their shares at prevailing market prices or at privately negotiated prices. For illustration purpose, the Offering Prices herein are based on the closing bid price of $4.50 per share of the Registrant's common stock, par value $0.001 per share ("Common Stock"), on the OTCQB on November 1, 2017.
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(3)
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Calculated under Section 6(b) of the Securities Act as the aggregate offering price multiplied by 0.0001245.
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(4)
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Represents shares of Common Stock issued as stock dividends on the Series C Preferred Stock through June 30, 2017.
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(5)
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Represents shares of Common Stock which have been recorded by the Company and will be issued as stock dividends on the Series C Preferred Stock. Also refer to Note 1 above regarding additional shares of common stock issuable as stock dividends that are deemed registered under this Registration Statement.
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(6)
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The registration fee for these securities was paid when the Company filed the Registration Statement on Form S-1 on November 7, 2017 and is transferred and carried forward to this amendment pursuant to Rule 429 under the Securities Act.
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SEC Registration and Filing Fee
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$
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4,894
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Legal Fees and Expenses
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$
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50,000
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Accounting Fees and Expenses
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$
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5,000
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Printing Fees and Expenses
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$
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4,000
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Miscellaneous
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$
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1,500
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TOTAL
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$
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65,394
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Exhibit Number
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Description
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101.INS
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XBRL Instance Document (9)
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101.SCH
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XBRL Schema Document (9)
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101.CAL
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XBRL Calculation Linkbase Document (9)
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101.DEF
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XBRL Taxonomy Extension Calculation Linkbase (9)
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101.LAB
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XBRL Label Linkbase Document (9)
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101.PRE
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PRE XBRL Presentation Linkbase Document (9)
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(1)
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Previously filed as an exhibit to the Company’s Registration Statement on Form S-1, as filed with the SEC on August 22, 2011.
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(2)
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Previously filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on March 18, 2013.
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(3)
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Previously filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on September 5, 2014.
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(4)
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Previously filed as an exhibit to Amendment No. 1 to the Company's Registration Statement on Form S-1, as filed with the SEC on October 7, 2011.
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(5)
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Previously filed as an exhibit to Amendment No. 2 to the Company’s Registration Statement on Form S-1, as filed with the SEC on October 27, 2011.
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(6)
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Previously filed as an exhibit to Amendment No. 3 to the Company’s Registration Statement on Form S-1, as filed with the SEC on November 10, 2011.
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(7)
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Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on March 27, 2014.
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(8)
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Previously filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on April 14, 2016.
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(9)
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Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on March 31, 2017 or to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2017, as filed with the SEC on August 14, 2017. Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, are deemed not filed for purposes of Section 18 of the Exchange Act, as amended, and otherwise are not subject to liability under those sections.
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(10)
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Previously filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the SEC on November 7, 2017.
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*
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Compensation Plan or Arrangement or Management Contract.
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**
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Filed herewith.
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INTEGRITY APPLICATIONS, INC.
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(Registrant)
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By:
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/s/ John Graham
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Name:
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John Graham
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Title:
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ John Graham
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Chairman of the Board and Chief Executive Officer
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December 8, 2017
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John Graham
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(Principal Executive Officer)
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/s/ Sami Sassoun
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Chief Financial Officer (Principal Financial
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December 8, 2017
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Sami Sassoun
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Officer and Principal Accounting Officer)
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/s/ Angela Strand
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Vice Chairperson
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December 8, 2017
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Angela Strand
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/s/ Dr. Robert Fischell
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Director
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December 8, 2017
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Dr. Robert Fischell
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/s/ Leslie Seff
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Director
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December 8, 2017
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Leslie Seff
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/s/ Revan Schwartz
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Director
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December 8, 2017
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Revan Schwartz
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/s/ Michael Hauck
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Director
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December 8, 2017
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Michael Hauck
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(i)
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the Company’s Certificate of Incorporation, as amended to date (including the Certificate of Designations, Preferences and Rights of Series C 5.5% Convertible Preferred Stock, dated April 8, 2016 (the “
Certificate of Designation
”));
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(ii)
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the Company’s Bylaws, as amended to date;
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(iii)
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records of corporate proceedings of the Company approving the issuance of the Preferred Stock, the Warrants and the Shares, certified as of the date hereof by an officer of the Company;
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(iv)
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the Securities Purchase Agreements, entered into by and among the Company and the selling stockholders with respect to the purchase and sale of the preferred Stock and Warrants;
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(v)
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the Warrants issued to the selling stockholders; and
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(vi)
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such other documents and instruments as we have deemed necessary for the expression of the opinions contained herein.
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Sincerely,
/s/ Robinson & Cole LLP
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