0001178913-17-000989.txt : 20170330 0001178913-17-000989.hdr.sgml : 20170330 20170330161524 ACCESSION NUMBER: 0001178913-17-000989 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170330 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170330 DATE AS OF CHANGE: 20170330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Integrity Applications, Inc. CENTRAL INDEX KEY: 0001506983 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 980668934 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54785 FILM NUMBER: 17725855 BUSINESS ADDRESS: STREET 1: 19 HA'YAHALOMIM ST STREET 2: P.O. BOX 12163 CITY: ASHDOD STATE: L3 ZIP: L3 7760049 BUSINESS PHONE: 972 (8) 675-7878 MAIL ADDRESS: STREET 1: 19 HA'YAHALOMIM ST STREET 2: P.O. BOX 12163 CITY: ASHDOD STATE: L3 ZIP: L3 7760049 8-K 1 zk1719770.htm 8-K

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 26, 2017

Integrity Applications, Inc.
(Exact name of registrant as specified in its charter)

Delaware
0-54785
98-0668934
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

19 Ha’Yahalomim St., P.O. Box 12163, Ashdod, Israel
L3 7760049
(Address of principal executive offices)
(Zip Code)

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 (see General Instruction A.2. below):

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))
 


Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Departure of Chief Operating Officer
 
On March 26, 2017, Integrity Applications, Inc. (the “Company”) and Eran Cohen, the Company’s Chief Operating Officer, agreed that Mr. Cohen will be leaving the Company.

Departure of Director

On March 26, 2017, Philip Darivoff resigned as a director of the Company, effective as of March 26, 2017.  Mr. Darivoff’s resignation was not a result of any disagreement with the Company regarding its operations, policies or practices.
 
Item 8.01          Other Events
 
On March 27, 2017, the Company issued a press release announcing that (1) its Board of Directors (the “Board”) had appointed John Graham as Chief Executive Officer, Chairman and director of the Company, succeeding Avner Gal, and effective March 20, 2017; (2) its Board had appointed Angela Strand as Vice Chairman; (3) Phil Darivoff had resigned from the Board; (4) David Malka, as Vice President of Operations, will expand his scope of operational responsibility; and (5) Eran Cohen will be leaving the company. A copy of the press release, dated March 27, 2017, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01          Financial Statements and Exhibits.
 
(d)          Exhibits.
 
Exhibit No.
 
Exhibit Description
     
99.1
 
Press Release, dated March 27, 2017
 
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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.

Date:  March 30, 2017

 
INTEGRITY APPLICATIONS, INC. 
 
       
 
By:
 /s/  John Graham
 
   
Name:  John Graham
 
   
Title:    Chief Executive Officer
 
 
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EXHIBIT INDEX

Exhibit No.
 
Exhibit Description
     
99.1
 
Press Release, dated March 27, 2017
 
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EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1

Exhibit 99.1
 
Integrity Applications Board Appoints John Graham CEO and Chairman, Angela Strand Vice Chairman
 
ASHDOD, Israel, March 27, 2017 /PRNewswire/ -- The Board of Directors of Integrity Applications, Inc. (OTCQB:IGAP), maker of GlucoTrack®, a noninvasive device for measuring glucose levels of people with Type 2 diabetes and pre-diabetics, announced that it has appointed veteran pharmaceutical executive John Graham CEO, Chairman and director of the company, succeeding Avner Gal, co-founder, effective March 20, 2017. The board also appointed veteran medtech executive Angela Strand as Vice Chairman, and announced the resignation of Phil Darivoff from the board. Additionally, the company announced that David Malka, co-founder and Vice-President will expand his scope of operational responsibility and that Eran Cohen, the company's COO, will be leaving the company.
 
"John is clearly the leader for Integrity's future, and he has the unanimous support of the Board of Directors. We've selected a very strong leader at a time when Integrity is transitioning from a development to a commercial stage company," said Angela Strand, Vice Chairman and Chairman of the Nominating and Governance Committee. "John's extensive track record of building successful companies and deep understanding of the diabetes market will enable us to realize our goal of making GlucoTrack the worldwide standard of care for people with diabetes."
 
John's three decades of global executive and leadership experience includes 18 years with Aventis and predecessor companies, where he held responsibilities in Germany, Latin America and the United States. While at Aventis, John orchestrated the market strategy and development for the company's diabetes franchise, which included the global launch of blockbuster oral antidiabetic Amaryl. He was also instrumental in the development and launch of Lantus, a blockbuster long-acting insulin analogue that has transformed diabetes therapy and is one of the world's leading insulin brands. John was most recently Chief Executive Officer of the Invida Group, a pan-Asian specialty pharma company based in Singapore, which he transformed and sold to the Menarini Group in 2011. Upon leaving Menarini in 2015, he joined Torreya Partners, a New York based M&A advisory firm, as a Senior Advisor.
 
"Avner and his team have achieved a remarkable accomplishment with the development of GlucoTrack®. I joined Integrity because I wanted to be part of a company with disruptive potential. I look forward to working with the employees and the board to build a global enterprise that fully realizes the value of this important device for diabetic patients, clinicians and shareholders," said John Graham, CEO of Integrity.
 
"The board is grateful for Avner's leadership and dedication to the company as CEO and Chairman. He deserves incredible recognition for what he has accomplished. We are also thankful for Phil's service to the board during this transition period, and his continued support of the company as one of its largest individual shareholders," said Angela Strand, Vice Chairman. "The board has been focused on expanding the leadership of the company, which we believe is now very well positioned to drive success in this next phase."
 
About GlucoTrack®
 
GlucoTrack® is a non-invasive device that measures and displays an individual's glucose level in less than a minute without requiring a finger stick to draw blood.
 
GlucoTrack® features a small sensor that clips to the earlobe and measures the wearer's glucose level by taking measurements using three technologies. The measured signals are analyzed using a proprietary algorithm and displayed on a small handheld device the size of a mobile phone. The derived glucose measurement is also announced verbally, facilitating use by vision-impaired diabetes patients.
 

GlucoTrack® has received CE Mark and KFDA approvals for Type 2 diabetes and pre-diabetics, and is currently being commercialized in Europe, South Korea and other geographical areas.
 
GlucoTrack® is expected to begin clinical trials for United States FDA approval in the first half of 2017. The product is currently experimental in the United States and is limited to investigational use only.
 
About Integrity Applications, Inc.
 
Integrity Applications was founded in 2001 and is focused on the design, development and commercialization of non-invasive glucose monitoring technologies for patients with diabetes and pre-diabetics. The company has developed GlucoTrack®, a proprietary noninvasive glucose monitoring device designed to obtain glucose level measurements in less than a minute without the pain, incremental cost, difficulty or discomfort of conventional invasive finger stick devices. Integrity Applications operates primarily through its wholly-owned Israeli subsidiary, A.D. Integrity Applications, Ltd. For more information, please visit www.integrity-app.com and www.glucotrack.com.
 
Forward-Looking Statements
 
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "expect", "plan" and "will" are intended to identify forward-looking statements. Readers are cautioned that certain important factors may affect Integrity Applications' actual results and could cause such results to differ materially from any forward-looking statements that may be made in this news release. Factors that may affect Integrity Applications' results include, but are not limited to, the ability of Integrity Applications to raise additional capital to finance its operations (whether through public or private equity offerings, debt financings, strategic collaborations or otherwise); risks relating to the receipt (and timing) of regulatory approvals (including FDA approval); risks relating to enrollment of patients in, and the conduct of, clinical trials; risks relating to its current and future distribution agreements; risks relating to its ability to hire and retain qualified personnel, including sales and distribution personnel; and the additional risk factors described in Integrity Applications' filings with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the SEC on March 30, 2016.
 
Contact:

Sami Sassoun, CFO Integrity Applications 
SamiS@integrity-app.com 
+972 (8) 675-7878 Ext. 400  
 
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