SC 13G/A 1 zk1618018.htm SC 13G/A zk1618018.htm


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
 
SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2

(Amendment No. 1)*
 
Integrity Applications, Inc.

(Name of Issuer)
 
Common Stock, $0.001 par value per share

(Title of Class of Securities)
 
45824Q101

(CUSIP Number)
 
December 31, 2015

(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
 
o   Rule 13d-1(b)
 
o   Rule 13d-1(c)
 
x            Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Page 1 of 6 Pages
 
 
 

 
 
CUSIP No. 45824Q101
SCHEDULE 13G
Page 2 of 6 Pages
 
1
NAME OF REPORTING PERSONS
 
Vayikra Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
580,548 (1)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
580,548 (1)
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
580,548 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  (SEE INSTRUCTIONS)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
(1)           See Item 4(a).
(2)           See Item 4(b).
 
 
 

 
 
 
CUSIP No. 45824Q101
SCHEDULE 13G
Page 3 of 6 Pages
 
1
NAME OF REPORTING PERSONS
 
Philip M. Darivoff
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Mr. Darivoff is a citizen of the United States.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
580,548 (1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
580,548 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
580,548 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  (SEE INSTRUCTIONS)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
(1)           See Item 4(a).
(2)           See Item 4(b).

 
 

 
 
 
CUSIP No. 45824Q101
SCHEDULE 13G
Page 4 of 6 Pages
 
Item 1(a).
Name of Issuer.
 
Integrity Applications, Inc.
 
Item 1(b).               Address of Issuer’s Principal Executive Offices.
 
19 Ha'Yahalomim St., P.O. Box 12163, Ashdod, Israel 7760049.
 
Item 2(a).               Name of Person Filing.
 
This Schedule 13G is being filed by Vayikra Capital, LLC (“Vayikra Capital”) and Philip M. Darivoff, the sole member of Vayikra Capital (the “Sole Member”).
 
Item 2(b).
Address of Principal Business Office.
 
1 Farmstead Road, Short Hills, NJ 07078.
 
Item 2(c).
Citizenship.
 
Vayikra Capital is a limited liability company organized under the laws of the State of Delaware.  Philip M. Darivoff is a citizen of the United States.
 
Item 2(d).
Title of Class of Securities.
 
Common Stock, par value $0.001 per share (“Common Stock”).
 
Item 2(e).
CUSIP Number.
 
45824Q101.
 
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), identify the status of the person filing.
 
Not applicable.
 
Item 4.
Ownership.
 
(a)  Amount beneficially owned:
 
Vayikra Capital beneficially owned 580,548 shares of Common Stock as of December 31, 2015. This amount includes 107,759 shares of Common Stock issuable upon the conversion of shares of the Issuer’s Series B Preferred Stock which are convertible within 60 days and 66,272.57 shares of Common Stock issuable upon the exercise of the Issuer’s Series B-1 warrants which are exercisable within 60 days. This amount excludes 41,486.43 shares of Common Stock issuable upon the exercise of the Issuer’s Series B-1 warrants not exercisable within 60 days, and 107,759 shares of Common Stock issuable upon the exercise of the Issuer’s Series B-2 warrants not exercisable within 60 days. The exercise of such Series B-1 and B-2 warrants not exercisable within 60 days is limited by the beneficial ownership limitation included in the certificate of designations for the Issuer’s Series B Preferred Stock and in the Issuer’s Series B-1 and Series B-2 warrants issued to Vayikra Capital which provide that Vayikra Capital 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 “Beneficial Ownership Limitation”).
 
As the Sole Member of Vayikra Capital, Mr. Darivoff may be deemed to beneficially own the shares of Common Stock held by Vayikra Capital.
 
 
 

 
 
 
CUSIP No. 45824Q101
SCHEDULE 13G
Page 5 of 6 Pages
 
(b)  Percent of class:
 
Vayikra Capital beneficially owns 9.9% of the outstanding shares of Common Stock, after giving effect to the Beneficial Ownership Limitation.  As the Sole Member of Vayikra Capital, Mr. Darivoff may be deemed to beneficially own 9.9% of the outstanding shares of Common Stock. This percentage has been calculated on the basis of 5,690,096.68 shares of Common Stock outstanding as of February 9, 2016, based on information obtained from the Issuer.
 
(c)  Number of shares as to which such person has:
 
(i)  Sole power to vote or direct the vote:
 
Vayikra Capital has sole power to vote or direct the vote of 580,548 shares of Common Stock.
 
(ii)  Shared power to vote or direct the vote:
 
As the Sole Member of Vayikra Capital, Mr. Darivoff has the power to vote or direct the vote of 580,548 shares of Common Stock.
 
(iii)  Sole power to dispose or direct the disposition of:
 
Vayikra Capital has sole power to dispose or direct the disposition of 580,548 shares of Common Stock.
 
(iv)  Shared power to dispose or direct the disposition of:
 
As the Sole Member of Vayikra Capital, Mr. Darivoff has the power to dispose or direct the disposition of 580,548 shares of Common Stock.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this Statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certifications.
 
Not applicable.
 
 
 

 
 
CUSIP No. 45824Q101
SCHEDULE 13G
Page 6 of 6 Pages
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
February 16, 2016
   
 
By:  VAYIKRA CAPITAL, LLC
 
By:  /s/ Philip M. Darivoff
        Name:  Philip M. Darivoff
        Title:    Sole Member
 
 
/s/ Philip M. Darivoff
PHILIP M. DARIVOFF