Glucotrack, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Offering of Series D Units During 2019, the Company received aggregate gross proceeds of $4,873,520 from the private placement of its securities to accredited investors in a transaction exempt from registration under Section 4(a)(2) the Securities Act of 1933, as amended. On June 14, 2019, Integrity Applications, Inc. (the “Company”) conducted a final closing of the private placement of its securities pursuant to a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain accredited investors (the “ Purchasers ”). Pursuant to the Purchase Agreements, on each of such closing dates, the Company issued to the respective Purchasers an aggregate of 13,972,100 units at a purchase price of $0.258 per unit of the Company (each a “ Unit ” and, collectively, the “ Units ”), each consisting of (a) one share (collectively, the “ Shares ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), (b) .05734 of a five year warrant to purchase, at an exercise price of $1.80 per share, one share of Common Stock (collectively, the “ Series D-1 Warrants ”), (c) .05734 of a five year warrant to purchase, at an exercise price of $3.60 per share, one share of Common Stock (collectively, the “Series D-2 Warrants”), and (d) .05734 of a five year warrant to purchase, at an exercise price of $5.40 per share, one share of Common Stock (collectively, the “ Series D-3 Warrants ”, and together with the Series D-1 Warrants and Series D-2 Warrants, the “ Warrants ”). 17 In the final closing, the Company received aggregate gross proceeds of $3,604,800 from the sale of the Units pursuant to the Purchase Agreements. On February 14, 2020, we entered into a Securities Purchase Agreement and Registration Rights Agreement with an accredited investor, pursuant to which the accredited investor purchased 37,500,000 shares of the Company’s common stock, par value $0.001 per share, for an aggregate gross purchase price of $15,000,000. Our placement agent was paid $1,950,000 in fees in connection therewith and issued a warrant to purchase 3,750,000 shares to the placement agent with terms similar to the terms of the Placement Agent Warrants issued in 2019. Placement Agent Compensation Pursuant to a placement agent agreement (the “ Placement Agent Agreement ”) with the placement agent for the Offering (the “ Placement Agent ”), at the closing of the sale of the Units the Company paid the Placement Agent, as a commission, a cash amount equal to 10% of the aggregate sales price of the Series D Units sold in each closing, plus a non-accountable expense allowance equal to 3% of the aggregate sales price of the Series D Units sold in such closing. In addition, pursuant to the placement agent agreement, we were required to issue to the Placement Agent warrants to purchase up to such number of shares of Common Stock equal to 10% of the aggregate Shares sold in the Offering plus warrants equal to 10% of the total number of the Warrants issued to the Purchasers in the Offering (collectively, the “ Placement Agent Warrants ”). The terms of the Placement Agent Warrants were substantially similar to the Warrants except that the Placement Agent Warrants are exercisable on a cashless basis and include full ratchet anti-dilution protection. Andrew Garrett, Inc., which is controlled by one of our directors, Andrew Sycoff, received cash of $833,557 ($633,557 for Placement Agent fees and $200,000 for Advisory fees) and 2,213,881 warrants for Placement Agent fees in 2019 from us. In the first quarter of 2020, Andrew Garrett was paid $1,950,000 in fees in connection therewith, and issued a warrant to purchase 3,750,000 shares to the placement agent with terms similar to the terms of the Placement Agent Warrants issued in 2019. Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures None Item 6. Exhibits. Exhibit No. Description 2.1 Merger Agreement and Plan of Reorganization, dated as of May 25, 2010, by and among Integrity Applications, Inc., Integrity Acquisition Ltd. and A.D. Integrity Applications Ltd. (1) 3.1 Certificate of Incorporation of Integrity Applications, Inc. (1) 3.2 Certificate of Amendment to Certificate of Incorporation of Integrity Applications, Inc. (1) 3.3 Bylaws of Integrity Applications, Inc. (1) 10.1 Form of Securities Purchase Agreement dated February 14, 2020 (3) 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance Document (2) 101.SCH XBRL Schema Document (2) 101.CAL XBRL Calculation Linkbase Document (2) 101.LAB XBRL Label Linkbase Document (2) 101.PRE XBRL Presentation Linkbase Document (2) 101.DEF XBRL Definition Linkbase Document (2) (1) Previously filed as an exhibit to the Company’s Registration Statement on Form S-1, as filed with the SEC on August 22, 2011, which exhibit is incorporated herein by reference. (2) Pursuant to Rule 402 of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed for purposes of Section 11 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections, and are not part of any registration statement to which they relate. (3) Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on May 19, 2020, which exhibit is incorporated herein by reference. 18 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 thereunto duly authorized. Dated: November 12, 2020 INTEGRITY APPLICATIONS, INC. By: /s/ David Malka Name: David Malka Title: President (Principal Executive Officer) By: /s/ Jolie Kahn Name: Jolie Kahn Title Interim Chief Financial Officer (Principal Financial Officer) 19