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

Transcription

1 Date f Reprt (Date f earliest event reprted): April 28, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingtn, D.C FORM 8-K CURRENT REPORT Pursuant t Sectin 13 r 15(d) f the Securities Exchange Act f 1934 Integrity Applicatins, Inc. (Exact name f registrant as specified in its charter) Delaware (State r Other Jurisdictin (Cmmissin (IRS Emplyer f Incrpratin) File Number) Identificatin N.) Registrant s telephne number, including area cde: 972 (8) Ha Yahalmim St., P.O. Bx 12163, Ashdd, Israel L (Address f principal executive ffices) (Zip Cde) N/A (Frmer name r frmer address, if changed since last reprt) Check the apprpriate bx belw if the Frm 8-K filing is intended t simultaneusly satisfy the filing bligatin f the registrant under any f the fllwing prvisins (see General Instructin A.2. belw): Written cmmunicatins pursuant t Rule 425 under the Securities Act (17 CFR ) Sliciting material pursuant t Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-cmmencement cmmunicatins pursuant t Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-cmmencement cmmunicatins pursuant t Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item 1.01 Entry Int a Material Definitive Agreement. Preferred Stck and Warrant Issuance On April 28, 2016, Integrity Applicatins, Inc., a Delaware crpratin (the Cmpany ), entered int a Securities Purchase Agreement (the Purchase Agreement ) with certain accredited investrs (the Purchasers ) pursuant t which, n April 28, 2016, the Cmpany issued t the Purchasers an aggregate f 1,351 units f the Cmpany (each a Unit and, cllectively, the Units ), each cnsisting f (a) ne share f the Cmpany s newly designated Series C 5.5% Cnvertible Preferred Stck, par value $0.001 per share (the Preferred Stck ), cnvertible int shares f the Cmpany s cmmn stck, par value $0.001 per share (the Cmmn Stck ), at an initial cnversin price f $4.50 per share, (b) a five year warrant t purchase, at an exercise price f $4.50 per share, up t such number f shares f Cmmn Stck equal t 100% f the shares f Cmmn Stck issuable upn cnversin f such share f Preferred Stck (each a Series C-1 Warrant ) and (c) a five year warrant t purchase, at an exercise price f $7.75 per share, up t such number f shares f Cmmn Stck equal t 100% f the shares f Cmmn Stck issuable upn cnversin f such share f Preferred Stck (each a Series C-2 Warrant and, tgether with the Series C-1 Warrants, cllectively, the Warrants ). The shares f Preferred Stck cmprising the Units are cnvertible int an aggregate f 300,223 shares f Cmmn Stck, and the Warrants cmprising the Units are exercisable fr an aggregate f 600,446 shares f Cmmn Stck, in each case subject t certain adjustments. The Cmpany received aggregate grss prceeds f $1,351,000 frm the sale f the Units pursuant t the Purchase Agreement. The sale f the Units pursuant t the Purchase Agreement was the secnd clsing f an ffering f Units by the Cmpany. The initial clsing, invlving the sale by the Cmpany f an aggregate f 1,133 Units (the Prir Issuance ), was disclsed by the Cmpany in a Current Reprt n Frm 8-K filed by the Cmpany with the Securities and Exchange Cmmissin (the SEC ) n April 14, 2016 (the Prir 8-K ), which is incrprated herein by reference. The terms f the Preferred Stck and the Warrants are the same as the terms f the Preferred Stck and Warrants issued in the Prir Issuance, as described in the Prir 8-K. As a result f the first clsing f the sale f the Units, pursuant t the terms f the certificates f designatins fr ur Series A 5% Cnvertible Preferred Stck and ur Series B 5.5% Cnvertible Preferred Stck, the cnversin price per share f each such series decreased t $4.50 per share. Registratin Rights In cnnectin with the sale f the Units, the Cmpany entered int a Registratin Rights Agreement with the Purchasers, which is substantially identical t the registratin rights agreement entered int with the prir purchasers in cnnectin with the Prir Issuance as disclsed in the Prir 8-K. Placement Agent Cmpensatin Pursuant t a placement agent agreement (the Placement Agent Agreement ) with the placement agent fr the ffering f the Units (the Placement Agent ), at the clsing f the sale f the Units the Cmpany paid the Placement Agent, as a cmmissin, an amunt equal t 10% f the aggregate sales price f the Units, plus a nn-accuntable expense allwance equal t 3% f the aggregate sales price f the Units. In additin, pursuant t the placement agent agreement, we are required t issue t the Placement Agent: (a) 5 year warrants t purchase up t 60,045 shares f Cmmn Stck at an exercise price f $4.50 per share and (b) 5 year warrants t purchase up t 30,022 shares f Cmmn Stck at an exercise price f $7.75 per share. The terms f the Placement Agent warrants will be substantially similar t the Warrants except that the Placement Agent warrants will als be exercisable n a cashless basis and will include full ratchet antidilutin prtectin. 2

3 Item 3.02 Unregistered Sales f Equity Securities. The infrmatin prvided in Item 1.01 is incrprated by reference int this Item The Units were sld withut registratin under the Securities Act f 1933, as amended (the Securities Act ), in reliance upn an exemptin frm registratin pursuant t Sectin 4(a)(2) f the Securities Act. The Units were ffered nly t accredited investrs, as such term is defined under the Securities Act, and were nt ffered pursuant t a general slicitatin. Item 9.01 (d) Exhibit N. Financial Statements and Exhibits. Exhibits. Exhibit Descriptin 4.1 Frm f Securities Purchase Agreement (filed as Exhibit 4.1 t the Cmpany s Current Reprt n Frm 8-K, as filed with the SEC n April 14, 2016) 4.2 Frm f Series C-1 Cmmn Stck Purchase Warrant (filed as Exhibit 4.2 t the Cmpany s Current Reprt n Frm 8-K, as filed with the SEC n April 14, 2016) 4.3 Frm f Series C-2 Cmmn Stck Purchase Warrant (filed as Exhibit 4.3 t the Cmpany s Current Reprt n Frm 8-K, as filed with the SEC n April 14, 2016) 4.4 Frm f Registratin Rights Agreement (filed as Exhibit 4.4 t the Cmpany s Current Reprt n Frm 8-K, as filed with the SEC n April 14, 2016) 3

4 SIGNATURES Pursuant t the requirements f the Securities Exchange Act f 1934, the registrant has duly caused this reprt t be signed n its behalf by the undersigned hereunt duly authrized. Date: May 4, 2016 INTEGRITY APPLICATIONS, INC. By: /s/ Avner Gal Name: Avner Gal Title: Chief Executive Officer 4

5 EXHIBIT INDEX Exhibit N. Exhibit Descriptin 4.1 Frm f Securities Purchase Agreement (filed as Exhibit 4.1 t the Cmpany s Current Reprt n Frm 8-K, as filed with the SEC n April 14, 2016) 4.2 Frm f Series C-1 Cmmn Stck Purchase Warrant (filed as Exhibit 4.2 t the Cmpany s Current Reprt n Frm 8-K, as filed with the SEC n April 14, 2016) 4.3 Frm f Series C-2 Cmmn Stck Purchase Warrant (filed as Exhibit 4.3 t the Cmpany s Current Reprt n Frm 8-K, as filed with the SEC n April 14, 2016) 4.4 Frm f Registratin Rights Agreement (filed as Exhibit 4.4 t the Cmpany s Current Reprt n Frm 8-K, as filed with the SEC n April 14, 2016) 5