SEC Form 4 · accession 0001178913-17-000765
Integrity Applications, Inc. · GCTK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip Darivoff
Director
Period of report
Mar 8, 2017
Accepted (ET)
Mar 14, 2017 · 4:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001506983
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C 5.5% Convertible Preferred StockF4,F5,F1,F2,F3 | $4.50 | Mar 8, 2017 | P | 1,000 | A | Mar 8, 2017 | — | Common Stock, par value $0.001 per share | 222,223 | 1,000 | I |
| Series C-1 WarrantsF4,F5,F6,F3 | $4.50 | Mar 8, 2017 | P | 222,223 | A | Nov 30, 2016 | Mar 8, 2022 | Common Stock, par value $0.001 per share | 222,223 | 222,223 | I |
| Series C-2 WarrantsF4,F5,F6,F3 | $7.75 | Mar 8, 2017 | P | 222,223 | A | Mar 8, 2017 | Mar 8, 2022 | Common Stock, par value $0.001 per share | 222,223 | 222,223 | I |
Explanation of responses
- F1Footnote 1 is attached hereto as Exhibit 99.1.
- F2The Series C 5.5% Convertible Preferred Stock has no expiration date.
- F3The Reporting Person has acquired Units consisting of: (a) 1,000 shares of Series C 5.5% Convertible Preferred Stock, convertible into 66,667 shares of Common Stock; (b) Series C-1 Warrants, exercisable into 222,223 shares of Common Stock; and (c) Series C-2 Warrants, exercisable into 222,223 shares of Common Stock. The conversion of such Series C 5.5% Convertible Preferred Stock, Series C-1 Warrants and Series C-2 Warrants is subject to a beneficial ownership limitation which provides that Vayikra Capital, LLC is not permitted to convert such securities if such conversion would cause the Reporting Person to beneficially own more than 9.99% of the shares of Common Stock outstanding after giving effect to such conversion. The amount of shares of Common Stock of which such Series C 5.5% Convertible Preferred Stock, Series C-1 Warrants and Series C-2 Warrants are convertible into or exercisable for was calculated without giving effect to any ownership limitation of the Reporting Person.
- F4The reported securities are included within 1,000 Units purchased by the reporting person for $1,000 per Unit. Each Unit consists of (a) one share of Series C 5.5% Convertible Preferred Stock; (b) one warrant to purchase up to a number of shares of common stock equal to 100% of the number of shares of common stock issuable upon conversion of one share of Series C 5.5% Convertible Preferred Stock, at an initial exercise price of $4.50 per share; and (c) one warrant to purchase up to a number of shares of common stock equal to 100% of the number of shares of common stock issuable upon conversion of one share of Series C 5.5% Preferred Stock, at an initial exercise price of $7.75 per share.
- F5The 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.
- F6The exercise price of the Series C-1 Warrants and the Series C-2 Warrants will be subject to adjustment upon the occurrence of those items listed in footnote 1 (with the exception of subsection (b) thereof).
Remarks
Exhibit List Exhibit 99.1 - Footnote 1