UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):   March 23, 2018

INTEGRITY APPLICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
0-54785
 
98-0668934
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
19 Ha'Yahalomim St., P.O. Box 12163, Ashdod, Israel L3 7760049
(Address of Principal Executive Office)

Registrant's telephone number, including area code  972 (8) 675-7878

N/A 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Material Change to Incentive Plan.

On March 23, 2018, stockholders of Integrity Applications, Inc., a Delaware corporation (the " Company "), approved and ratified an amendment to the Company's 2010 Incentive Compensation Plan (" Incentive Plan ") which was previously adopted by the Board of Directors of the Company.

Disclosures under Item 5.07 below are incorporated herein by reference.

The form of the amendment to the Incentive Plan is attached hereto as Exhibit 10.1.

Item 5.07.   Submission of Matters to a Vote of Security Holders.
 
On March 23, 2018, the Company held its 2018 Special Meeting of Stockholders (the " Meeting ").   At the Meeting, the Company's stockholders voted on the proposal to approve and ratify the increase of the total number of shares authorized for issuance under the Company's Compensation Plan to 7,000,000 shares, including an amendment to the Incentive Plan on April 7, 2017 to increase from 1,000,000 shares to 5,625,000 shares and another amendment on February 15, 2018 to increase from 5,625,000 shares to 7,000,000 shares.

The final voting result for the proposal is as follows:
 
Proposal 1
 
The Company's stockholders  voted in favor of the approval and ratification of the increase of the total number of shares authorized for issuance under the Incentive Compensation Plan to 7,000,000 shares:
 
Votes "For"
 
 
Votes "Against"
 
 
Abstentions
 
 
Broker Non-Votes
 
7,749,421
   
113,849
   
0
   
-
 
 
Section 9 – Financial Statements and Exhibits
 
Item 9.01     Financial Statements and Exhibits.

(d)            Exhibits .

Exhibit No.
 
Exhibit Description
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
INTEGRITY APPLICATIONS, INC.
 
 
 
 
 
Date:  March 23, 2018 
By:
  /s/ John Graham
 
 
 
Name: John Graham
 
 
 
Title:   Chief Executive Officer 
 


Exhibit 10.1

FORM OF AMENDMENT NO.  3
TO THE
INTEGRITY APPLICATIONS, INC.
2010 INCENTIVE COMPENSATION PLAN
 
WHEREAS , Integrity Applications, Inc., a Delaware corporation (the " Company "), adopted the Integrity Applications, Inc. 2010 Incentive Compensation Plan (the " Plan "), which was approved by the Company's shareholders on July 22, 2010 at the Company's 2010 Annual Meeting of Shareholders;

WHEREAS , capitalized terms used herein and not herein defined shall have the respective meanings ascribed thereto in the Plan;

WHEREAS , on March 17, 2016, the Company entered into an amendment (" Amendment No. 1 ") to the Plan to, among other things, increase the number of Shares reserved for delivery under the Plan to 1,000,000 Shares; and

WHEREAS , on April 7, 2017, the Company entered into another amendment (" Amendment No. 2 ") to the Plan to, among other things, increase the number of Shares reserved for delivery under the Plan to 5,625,000 Shares; and

WHEREAS , the Company desires to further amend the Plan to increase the number of Shares reserved for delivery under the Plan to 7,000,000 Shares (as such number of Shares may be adjusted from time to time in accordance with the provisions of the Plan), resulting in 7,000,000 Shares being available for delivery under the Plan, effective February 15, 2018 .

NOW THEREFORE , the Plan is hereby amended, effective as of February 15, 2018 , as follows:

1.
Section 4(a) of the Plan is hereby amended and restated in its entirety, as follows:
 
" Limitation on Overall Number of Shares Available for Delivery Under Plan .  Subject to adjustment as provided in Section 10(c) hereof, the total number of Shares reserved and available for delivery under the Plan shall be 7,000,000. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares."
 
2.
Except as amended herein, all other provisions of the Plan remain unchanged and in full force and effect.
 
[ Signature Page Follows ]
 
IN WITNESS WHEREOF , the Company has caused the Plan to be amended as set forth herein as of February 15, 2018 .
 
 
Integrity Applications, Inc.
 
By:  /s/ John Graham                                                    
Name: John Graham
Title: Chief Executive Officer