SEC Form 3/A · accession 0001178913-17-000080

Integrity Applications, Inc. · GCTK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

This is an amendment (Form 3/A). It replaces an earlier filing for the same period.

Reporting owner

Philip Darivoff

Director

Period of report

Nov 9, 2016

Accepted (ET)

Jan 13, 2017 · 4:02 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001506983

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.001 per share^F1	holding	—	—		—	414,372	I	By Vayikra Capital, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B Preferred Stock^F1,F2,F3,F4	$4.50	holding	—	—	—	—	—	Common Stock, par value $0.001 per share	—	—	I
Series B-1 Warrant^F1,F5	$5.80	holding	—	—	—	Aug 29, 2014	Aug 29, 2019	Common Stock, par value $0.001 per share	—	—	I
Series B-1 Warrant^F1,F6	$5.80	holding	—	—	—	Jan 1, 2015	Jan 1, 2020	Common Stock, par value $0.001 per share	—	—	I
Series B-2 Warrant^F1,F7	$10.00	holding	—	—	—	Aug 29, 2014	Aug 29, 2019	Common Stock, par value $0.001 per share	—	—	I
Series B-2 Warrant^F1,F8	$10.00	holding	—	—	—	Jan 1, 2015	Jan 1, 2020	Common Stock, par value $0.001 per share	—	—	I

Explanation of responses

F1The securities are held by Vayikra Capital, LLC, of which the Reporting Person is the sole member. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F2Each share of Series B Preferred Stock may be converted into Common Stock at any time at the option of the Reporting Person.
F3The Series B Preferred Stock has no expiration date.
F4The Reporting Person owns shares of Series B Preferred Stock convertible into 138,890 shares of Common Stock. The conversion of such Series B Preferred Stock is limited by the beneficial ownership limitation included in the certificate of designations for the Series B Preferred Stock which provides that Vayikra Capital, LLC will not be permitted to convert such securities if such conversion would cause such holder to beneficially own more than 9.99% of the outstanding number of shares of Common Stock outstanding after giving effect to such conversion. The amount of shares of Common Stock of which such Series B Preferred Stock is convertible into was calculated without giving effect to any ownership limitation of the Reporting Person.
F5The Reporting Person owns Series B-1 Warrants exercisable into 43,104 shares of Common Stock. The exercise of such Series B-1 Warrants is limited by the beneficial ownership limitation included in Vayikra Capital, LLC's Series B warrants which provides that Vayikra Capital, LLC will not be permitted to exercise such securities if such exercise would cause such holder to beneficially own more than 9.99% of the outstanding number of shares of Common Stock outstanding after giving effect to such exercise. The amount of shares of Common Stock of which such Series B-1 Warrants is exercisable into was calculated without giving effect to any ownership limitation of the Reporting Person.
F6The Reporting Person owns Series B-1 Warrants exercisable into 64,655 shares of Common Stock. The exercise of such Series B-1 Warrants is limited by the beneficial ownership limitation included in Vayikra Capital, LLC's Series B warrants which provides that Vayikra Capital, LLC will not be permitted to exercise such securities if such exercise would cause such holder to beneficially own more than 9.99% of the outstanding number of shares of Common Stock outstanding after giving effect to such exercise. The amount of shares of Common Stock of which such Series B-1 Warrants is exercisable into was calculated without giving effect to any ownership limitation of the Reporting Person.
F7The Reporting Person owns Series B-2 Warrants exercisable into 43,104 shares of Common Stock. The exercise of such Series B-2 Warrants is limited by the beneficial ownership limitation included in Vayikra Capital, LLC's Series B warrants which provides that Vayikra Capital, LLC will not be permitted to exercise such securities if such exercise would cause such holder to beneficially own more than 9.99% of the outstanding number of shares of Common Stock outstanding after giving effect to such exercise. The amount of shares of Common Stock of which such Series B-2 Warrants is exercisable into was calculated without giving effect to any ownership limitation of the Reporting Person.
F8The Reporting Person owns Series B-2 Warrants exercisable into 64,655 shares of Common Stock. The exercise of such Series B-2 Warrants is limited by the beneficial ownership limitation included in Vayikra Capital, LLC's Series B warrants which provides that Vayikra Capital, LLC will not be permitted to exercise such securities if such exercise would cause such holder to beneficially own more than 9.99% of the outstanding number of shares of Common Stock outstanding after giving effect to such exercise. The amount of shares of Common Stock of which such Series B-2 Warrants is exercisable into was calculated without giving effect to any ownership limitation of the Reporting Person.