What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 555 added, 684 removed, 426 unchanged (74% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

management, with the participation of our Principal Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our

disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31,

management, with the participation of our Principal Executive Officer and Chief Financial Officer, has evaluated the effectiveness of

our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December

31, 2022, or the Evaluation Date.

29 unchanged sentences

in Internal Control over Financial Reporting

the year ended December 31, 2021, there were no

changes in our internal control over financial reporting that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

As the Company has historically had personnel both in the

and Israel, there has been no change in working status due to working remotely as a result of COVID-19.

the year ended December 31, 2022, there were no changes in our internal control over financial reporting that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Report of the Registered Public Accounting Firm

This Annual Report does not

include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of

the SEC that permit the Company to provide only management’s report in this Annual Report.

Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting

firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

Other Information.

114 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 ***

Instance Document **

XBRL Instance Document **

XBRL Schema Document **

Calculation Linkbase Document **

Taxonomy Extension Calculation Linkbase **

Label Linkbase Document **

XBRL Presentation Linkbase Document **

Cover Page Interactive Data File (embedded within the Inline XBRL document)

XBRL Calculation Linkbase Document **

XBRL Taxonomy Extension Calculation Linkbase **

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filed as an exhibit to the Company’s Registration Statement on Form S-1, as filed with the SEC on August 22, 2011.

17 unchanged sentences

Plan or Arrangement or Management Contract.

Previously filed.

to the requirements of Section 13 or 15(d) 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 as of March 31, 2023.

GLUCOTRACK, INC.

INTEGRITY APPLICATIONS, INC.)

Operating Officer (Principal Executive Officer)

Executive Officer (Principal Executive Officer)

Financial Officer (Principal Financial Officer)

2 unchanged sentences

Financial Officer

March 31, 2023

Executive and Financial Officer and Principal Accounting Officer)

Robert Fischell

March 31, 2023

Robert Fischell

Andrew Sycoff

INTEGRITY APPLICATIONS, INC.)

March 31, 2023

Financial Statements

of December 31, 2022

of Independent Registered Public Accounting Firm – ID No.

Report of Independent Registered Public Accounting Firm – PCAOB ID NUMBER 1375

Financial Statements

12 unchanged sentences

of Directors and the Stockholders of

INTEGRITY APPLICATIONS, INC.)

on the financial statements

have audited the accompanying consolidated balance sheets of GlucoTrack Inc.

Integrity Applications, Inc.) (the “Company”)

as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, changes in stockholders’

equity (deficit) and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each

of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States

(the “Company”) as of December 31, 2022 and

2021, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and

cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period

ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1B to the financial statements, the Company has incurred net losses and negative cash flows from its operations and comprehensive

loss since its inception and as of December 31, 2022, there is an accumulated deficit of $101,901.

These conditions, along with other

matters as set forth in Note 1B, raise substantial doubt about the Company’s ability to continue as a going concern.

plans regarding these matters are also described in Note 1B.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

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provide a reasonable basis for our opinion.

Emphasis of a matter

As discussed in Note 1B to the financial statements,

the Company has suffered recurring losses from operations and negative cash flow from operating activities.

Management’s evaluation

of the events and conditions and management’s plans to mitigate these matters are also described in Note 1B.

accounting matters

8 unchanged sentences

have served as the Company’s auditor since 2010.

INTEGRITY APPLICATIONS, INC.)

BALANCE SHEETS

In thousand of US dollars

December 31, 2021

December 31, 2020

thousand of US dollars

(except stock data)

and cash equivalents (Note 2H)

current assets

Cash and cash equivalents

Accounts receivable, net

Inventory (Note 3)

Other current assets

Total current assets

Operating lease right-of-use assets, net (Note 4)

Property and equipment, net (Note 5)

Restricted cash

LIABILITIES AND STOCKHOLDERS’ EQUITY

current assets

lease right-of-use assets, net

and equipment, net (Note 3)

cash (Note 2H)

AND STOCKHOLDERS’ EQUITY

lease liabilities, current

current liabilities (Note 4)

current liabilities

Accounts payable

Operating lease liabilities, current (Note 4)

Other current liabilities (Note 6)

Total current liabilities

from stockholders (Note 5)

lease liabilities, non-current

non-current liabilities

Loans from stockholders (Note 7)

Operating lease liabilities, non-current (Note 4)

Total non-current liabilities

Total liabilities

Commitments and contingent liabilities (Note 8)

Stockholders’ Equity

Common Stock of $ 0.001 par value (“Common Stock”):

and contingent liabilities (Note 6)

Stockholders’

Stock of $ 0.001 par value (“Common Stock”):

shares authorized;

15,500,730 and 15,470,402 shares issued and outstanding as of December 31, 2022 and 2021, respectively

Common Stock Value

Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated deficit

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

Stock of $ 0.001 par

value (“Common Stock”):

500,000,000 shares authorized;

15,500,730 and 15,470,402 shares issued and outstanding as of December 31, 2022 and 2021, respectively

paid-in capital

on account of shares

other comprehensive income (loss)

stockholders’ equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are an integral part of these consolidated financial statements

INTEGRITY APPLICATIONS, INC.)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

In thousand of US dollars ( except

stock and per stock amounts)

Research and development expenses (Note 10)

Marketing expenses (Note 11)

General and administrative expenses (Note 12)

Total operating expenses

Operating loss

Other expense (Income)

Financing income, net

In thousand of US dollars

(except stock and per stock amounts)

and development expenses (Note 8)

expenses (Note 9)

and administrative expenses (Note 10)

operating expenses

comprehensive loss (income):

currency translation adjustment

Comprehensive

loss for the year

Other comprehensive loss:

Foreign currency translation adjustment

Comprehensive loss for the year

Loss per share (Basic and Diluted)

Weighted average number of common stock outstanding used in computing basic

and diluted net loss per share

per share (Basic and Diluted)

average number of common stock outstanding used in computing basic and diluted net loss per share

accompanying notes are an integral part of the consolidated financial statements.

INTEGRITY APPLICATIONS, INC.)

OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Comprehensive

In thousand of US dollars (except

Accumulated other

Stockholders’

comprehensive income (loss)

Balance as of January 1, 2020

Loss for the year

Other comprehensive loss

Stock-based compensation

Issuance of Common Stock, net

Warrants issued as consideration for placement services

Issuance of restricted shares as compensation to directors

Balance as of December 31, 2020

Balance as of January 1, 2021

Beginning balance, value

Loss for the year

Other comprehensive loss

Stock-based compensation

Issuance of restricted shares as compensation to directors

Balance as of December 31, 2021

Ending balance, value

Less than 1 thousand

thousands of US Dollars (except share data)

Comprehensive

Stockholders’

as of January 1, 2021

comprehensive loss

of restricted shares as compensation towards directors

as of December 31, 2021

as of January 1, 2022

comprehensive income

of restricted shares as compensation towards directors

as of December 31, 2022

than 1 thousand.

accompanying notes are an integral part of the consolidated financial statements.

INTEGRITY APPLICATIONS, INC.)

STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

Loss for the year

Adjustments to reconcile loss for the year to net cash used in operating activities:

Capital loss from sale of property and equipment

Stock-based compensation

Issuance of restricted shares as compensation to directors

Linkage difference on principal of loans from stockholders

Changes in assets and liabilities:

Decrease in accounts receivable

Decrease (increase) in inventory

Decrease (increase) in other current assets

flows from operating activities:

to reconcile loss for the year to net cash used in operating activities:

loss from sale of property and equipment

of restricted shares as compensation to directors

difference on principal of loans from stockholders

in assets and liabilities:

in accounts receivable

(increase) in other current assets

(Decrease) in accounts payable

(Decrease) in other current liabilities

Net cash used in operating activities

Cash flows from investment activities:

Proceeds from sale of property and equipment

Purchase of property and equipment

Net cash used in investment activities

Cash flows from financing activities

Proceeds from issuance of common stock, net of cash

issuance costs

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Change in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of the year

Cash, cash equivalents, and restricted cash at end of the year

Supplementary

information on financing activities not involving cash flows:

the years ending December 31, 2021 and 2020, the Company settled a portion of the outstanding board fees in the amount of $ 38 and $ 168

thousand through the issuance of common stock.

the years ending December 2020, $ 756

thousand representing the fair value of warrants

issued as consideration for placement agent services.

This amount was accounted for as warrants with down-round protection.

issuance, the fair value was recognized as an increase in additional paid in capital.

cash used in operating activities

flows from investment activities:

from sale of property and equipment

of property and equipment

cash provided by (used in) investment activities

of exchange rate changes on cash and cash equivalents

in cash, cash equivalents, and restricted cash

cash equivalents, and restricted cash at beginning of the year

cash equivalents, and restricted cash at end of the year

accompanying notes are an integral part of the consolidated financial statements.

INTEGRITY APPLICATIONS, INC.)

TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – GENERAL

Inc (Formerly:

Integrity Applications, Inc.) (the “Company”) was incorporated on May 18, 2010 under the laws of

the State of Delaware.

On July 15, 2010, GlucoTrack Acquisition Corp.

(hereinafter:

“Integrity Acquisition”), a

wholly owned Israeli subsidiary of the Company, which was established on May 23, 2010, completed a merger with A.D.

Integrity Applications

(hereinafter:

“Integrity Israel”), an Israeli corporation that was previously held by the stockholders of the Company.

Pursuant to the merger, all equity holders of Integrity Israel received the same proportional ownership in the Company as they had

in Integrity Israel prior to the merger.

Following the merger, Integrity Israel remained a wholly-owned subsidiary of the Company.

As the merger transaction constituted a structural reorganization, the merger has been accounted for at historical cost in a manner

similar to a pooling of interests.

Integrity Israel was incorporated in 2001 and commenced its operations in 2002 (The Company

and Integrity Israel are referred as the “Group”) Integrity Israel, a medical device company, focuses on the design,

development and commercialization of non-invasive glucose monitoring devices for use by people with diabetes.

Since its incorporation,

the Company did not conduct any material operations other than those carried out by Integrity Israel.

The development and commercialization

of Integrity Israel’s product is expected to require substantial expenditures.

Integrity Israel and the Company (collectively,

the “Group”) have not yet generated significant revenues from operations, and therefore they are dependent upon external

sources for financing their operations.

As of December 31, 2021, the Group has incurred accumulated deficit of $ 97,466

thousand, and negative operating cash flows.

As of December 31, 2021, the Company had $ 6,062 thousand

in cash, which is sufficient to meet its capital

needs for fiscal 2022 and for at least 12 months from the date of issuance of these financial statements, thus it is expected that

the company will be able to operate as a going concern for at least 12 months from the date hereof.

On December 8, 2021, we announced that our shares of common stock were approved for listing on the Nasdaq Capital Market (“NASDAQ”).

(the “Company”) was incorporated on May 18, 2010 under the laws of the State of Delaware.

The Company is a medical

device company, focuses on the design, development and commercialization of non-invasive glucose monitoring devices for use by people

with diabetes.

date, the Company developed indirectly through its wholly owned subsidiary, A.D.

Integrity Applications Ltd.

(the “Integrity

Israel”), a non-invasive glucose monitor, the GlucoTrack® glucose monitoring device, which is designed to help people with

diabetes and pre-diabetics obtain glucose level readings without the pain, inconvenience, cost and difficulty of conventional (invasive)

spot finger stick devices.

The first generation (“GlucoTrack 1.0”) utilizes a combination of ultrasound, electromagnetic

and thermal technologies to obtain glucose measurements in less than one minute via a small sensor that is clipped onto one’s

earlobe and connected to a small, handheld control and display unit, all without drawing blood or interstitial fluid.

the Company is developing directly its new generation (“GlucoTrack 2.0”) which utilizes substantially identical underlying

sensor technology and which is expected to be based on a completely wireless sensor to be clipped on the earlobe.

GlucoTrack 2.0

is designed to eliminate the handheld unit and is expected to transmit results directly to a user’s smartphone.

Company and Integrity Israel are considered collectively as the “Group”

connection with its application to list its shares on Nasdaq Capital Market (“NASDAQ”), as detailed below, on August

13, 2021, the Company effected a reverse split of its Common Stock in a ratio of 1 for 13 (the “Reverse Share Split”).

For accounting purposes, all the then Shares, options and warrants to purchase Common Stock and loss per share amounts have been

adjusted to give retroactive effect to this Reverse Share Split for all periods presented in these consolidated financial statements.

Any fractional shares resulting from the Reverse Share Split were rounded up to the nearest whole share.

December 8, 2021, the Company announced that its shares of common stock were approved for listing on the Nasdaq Capital Market (“NASDAQ”).

Trading on NASDAQ commenced on December 10, 2021 under its existing trading symbol, IGAP.

On March 14, 2022, we announced that it has completed its corporate name and ticker symbol change on

the Nasdaq Capital Market (from IGAP to GCTK), to be effective at the commencement of trading on March 14, 2022.

In connection with its application to list its shares on Nasdaq Capital Market (“NASDAQ”), as detailed above, on August 13, 2021, the Company

effected a reverse split of its Common Stock in a ratio of 1 for 13 (the “Reverse Share Split”).

For accounting purposes,

all Shares, options and warrants to purchase Common Stock and loss per share amounts have been adjusted to give retroactive effect

to this Reverse Share Split for all periods presented in these consolidated financial statements.

Any fractional shares resulting

from the Reverse Share Split were rounded up to the nearest whole share.

Liquidity and capital resources

its inception date, the Company did not conduct any material operations other than those carried out by Integrity Israel.

The development

and commercialization of the Product is expected to require substantial expenditures.

The Group has not yet generated significant revenues

from operations, and therefore they are dependent upon external sources for financing their operations.

As of December 31, 2021, the

Group has incurred accumulated deficit of $ 97,466 thousand.

During the year ended December 31, 2021 the Company incurred losses from

ongoing operation and has negative cash flow from operating activity.

On February 14, 2020, the Company closed on a

$ 15 million private placement of its common stock, for which it received net cash in excess of $ 13,009 thousand.

on September 27, 2021, the Company’s shelf registration statement on Form S-3 was declared effective by the Securities and Exchange

Commission (SEC) which permits the Company to register up to $ 100,000 thousand of certain equity and debt securities of the Company via

prospectus supplement.

To date, funds have not been raised through this shelf registration statement

The management believes the cash balance amounted to $ 6,062 thousand as of December 31, 2021, is sufficient to

meet its capital needs of the Group for at least 12 months from the issuance date of these consolidated financial statements.

is expected that the Company will be able to operate as a going concern for at least 12 months from the date hereof.

INTEGRITY APPLICATIONS, INC.)

March 14, 2022, the Company announced that it has completed its corporate name and ticker symbol change on the Nasdaq Capital Market

from IGAP to GCTK, effective at the commencement of trading on March 14, 2022.

October 07, 2022, the Company entered into an agreement with its Chief Executive Officer under which intellectual property was purchased

to be used for newly acquired continuous glucose monitoring (CGM) technology which is a multi-year implantable CGM targeting Type 1 patients

and Type 2 patients on insulin therapy.

The technology is in a feasibility assessment phase using bech testing and simulated data.

success, the project will migrate into development of a prototype implantable system for evaluation in animal studies.

The goal of the

implantable CGM technology is to provide a minimum of two years of CGM data without requiring the patient to have a wearable device,

unlike current technology available in the market ( see also note 6C).

November 22, 2022, Nasdaq provided notice that pursuant to Nasdaq Listing Rule 5550(b)(1), the Company is required to maintain a

minimum of $ 2,500 in stockholders’ equity.

In addition, the Company does not meet the alternatives of market value of listed

securities or net income from continuing operations.

Thus, the Company no longer complies with the Rule for continued listing.

Company has a 45-day period ending on January 6, 2023 to submit a plan of compliance to Nasdaq, and the Company’s plan was

accepted, and the Company must regain compliance by May 22, 2023.

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

NOTE 1 – GENERAL (cont.)

1 – GENERAL (cont.)

concern uncertainty

date, the Company has not yet generated significant revenues from selling of GlucoTrack 1.0 product.

In addition, development and

commercialization of GlucoTrack 2.0 product is expected to require substantial expenditures and therefore the Company is dependent

upon external sources for financing its operations.

As of December 31, 2022, the Company has incurred accumulated deficit of $ 101,901

thousand, and negative operating cash flows.

Further, the Company has generated negative operating cash flow for all reported periods.

As of December 31, 2022, the balance of cash and cash equivalents amounted to $ 2,312 is insufficient for the Company to realize its

business plans for the twelve-month period subsequent to the reporting period.

Management has considered the significance of such

condition in relation to the Company’s ability to meet its current obligations and to achieve its business targets and determined

that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Company plans to finance its operations through the sale of equity and/or debt securities (including shelf registration statement

on Form S-3 that was declared effective on September 27, 2021 by the Securities and Exchange Commission (SEC) and which allows the

Company to register up to $ 100,000 thousand of certain equity and/or debt securities of the Company through prospectus supplement).

There can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenues from

sales of its GlucoTrack 2.0 product in order to continue its operations as a going concern.

consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

of the spread of the Coronavirus on the Company

December 2019, the Covid-19 epidemic erupted in China (hereinafter - the “Corona Virus”, the “Event” or the

“Crisis”) and at the beginning of 2020, it spread to additional countries across the globe.

In January 2020, the World

Health Organization declared the outbreak of Corona as a global health emergency and in March 2020, it declared the Corona virus

to be a global pandemic.

The spreading of the Corona Virus is an extraordinary macroeconomic event in many countries worldwide.

a result of the event, many countries, including Israel, have taken significant steps in an attempt to stem the spreading of the

These steps include, inter alia, restriction of civilian movement and employment, closure of businesses and malls, restrictions

of gatherings and events, restriction of the transportation of people and goods, closure of international border crossings, reduction

in the number of employees permitted to come to their workplaces, etc.

The event and the steps being taken by the various countries,

as mentioned above, have had a significant impact on many global and local economies as well as on global capital markets, characterized

by sharp decreases and extreme volatility in the prices of many securities.

In addition, there is an ever-increasing risk of a market

a result of the COVID-19 pandemic, as near-term measures, the Company has transitioned some of its employees to remote

working arrangements.

which has had no material impact on the Company’s operations.

Due to the uncertainty of

COVID-19, the Company will continue to assess the situation, including abiding by any government-imposed restrictions, market

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

the year ended December 31, 2022, there were no material adverse impacts on the consolidated financial statements.

The duration,

scope and effects of the ongoing COVID-19 pandemic, government and other third-party responses to it, the related macroeconomic effects,

and the extent of its impact on the Company’s operational and financial performance will depend on future developments.

events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change

in future periods.

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States

of America (US GAAP).

Use of estimates in the preparation of financial statements

preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States

GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the

reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

applicable to the consolidated financial statements, the most significant estimates and assumptions relate to the going concern

Functional currency

of estimates in the preparation of financial statements

preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of

the financial statements, and the reported amounts of expenses during the reported periods.

Actual results could differ from those

As applicable to these financial statements, the most significant estimates and assumptions relate to evaluation of going concern.

functional currency of the Company is the US dollar, which is the currency of the primary economic environment in which it operates.

9 unchanged sentences

using year-end exchange rates, and income and expense items were translated at average exchange rates during the year.

losses resulting from translation adjustments are reflected in stockholders’ equity, under “accumulated other

comprehensive income (loss)”.

Gains or losses

resulting from translation adjustments are reflected in stockholders’ equity, under “accumulated other comprehensive

income (loss)”.

OF OFFICIAL EXCHANGE RATE

Official exchange rate of NIS 1 to US dollar

Increase (decrease) of the official exchange rate of NIS 1 to US dollar during

INTEGRITY APPLICATIONS, INC.)

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

exchange rate of NIS 1 to US dollar

(decrease) of the official exchange rate of NIS 1 to US dollar during the year:

of consolidation

2 unchanged sentences

have been eliminated in consolidation.

Cash and cash equivalents

and cash equivalents

Group considers all short-term investments, which are highly liquid investments with original maturities of three months or less

at the date of purchase, to be cash equivalents.

are stated at the lower of cost or net realizable value.

is determined as follows:

respect to raw materials, the Group calculates cost using the average cost method.

respect to work in process and finished products, the Group calculates the cost on the basis of the average direct manufacturing

costs, including materials, labor, subcontracting costs and other direct manufacturing costs.

Management evaluated

periodically whether inventory is required to be written-down due to slow-moving or obsolete items and recognize

inventory impairment, as applicable

Property and equipment, net

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Combinations and Assets Acquisitions

the Company acquires net assets that do not constitute a business, as defined under ASU 2017-01 Business Combinations (Topic 805)

Clarifying the Definition of a Business (such when there is no substantive process in the acquired entity), no goodwill is recognized

and acquired In-Process Research and Development intangible asset (“IPR&D”) to be used in research and development

projects which have been determined not to have alternative future use, is expensed immediately.

Contingent consideration related

to asset acquisition that will be paid subject to the achievement of performance milestones, which are outside the control of the

Company, is recognized when the contingency is resolved or when it is considered as probable and reasonably estimable under ASC 450,

Contingencies.

During the reported periods, the Company was not involved in any Business Combinations transaction (see also Note

and equipment, net

and equipment are stated at cost, net of accumulated depreciation.

7 unchanged sentences

and office equipment

of lease term

Impairment of long-lived assets

of long-lived assets

Group’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment”,

7 unchanged sentences

losses related to long lived assets.

INTEGRITY APPLICATIONS, INC.)

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Restricted cash

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

and Cash Equivalents and Restricted cash

cash is invested in certificates of deposit, which are used to secure Integrity Israel’s

obligations in respect of its headquarters lease and credit card (See also Note 8B).

obligations in respect of its headquarters lease and credit card (See also Note 6C).

presentation of statement of cash flows purposes, restrict cash balances are included with cash and cash equivalents, when reconciling

1 unchanged sentence

OF RESTRICT CASH BALANCES ARE INCLUDED WITH CASH AND CASH EQUIVALENTS

In thousand of US dollars

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows

thousand of US dollars

and cash equivalents

cash, cash equivalents, and restricted cash shown in the statement of cash flows

Group accounts for income taxes in accordance with ASC 740, “Income Taxes”.

13 unchanged sentences

position in its balance sheet.

Liability for employee rights upon retirement

Israel’s liability for employee rights upon retirement with respect to its Israeli employees is calculated pursuant to the

Israeli Severance Pay Law, based on the most recent salary of each employee multiplied by the number of years of employment of each

such employee as of the balance sheet date.

Employees are entitled to one month’s salary for each year of employment, or ratable

portion thereof for periods less than one year.

Integrity Israel makes monthly deposits to insurance policies and severance pay funds.

deposited funds may be withdrawn upon the fulfillment of Integrity Israel’s severance obligations pursuant to Israeli severance

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

for employee rights upon retirement

Israel’s liability for employee rights upon retirement with respect to its Israeli employees was calculated pursuant

to the Israeli Severance Pay Law, based on the most recent salary of each employee multiplied by the number of years of employment

of each such employee as of the balance sheet date.

Employees were entitled to one month’s salary for each year of employment,

or ratable portion thereof for periods less than one year.

Integrity Israel made monthly deposits to insurance policies and severance

deposited funds were withdrawn upon the fulfillment of Integrity Israel’s severance obligations pursuant to Israeli severance

pay laws or labor agreements with its employees.

The value of the deposited funds is based on the cash surrender value of these policies,

and includes immaterial profits or losses.

The value of the deposited funds was based on the cash surrender value of these

policies, and includes immaterial profits or losses.

in 2011, Integrity Israel’s agreements with its Israeli employees are in accordance with Section 14 of the Severance Pay Law.

1 unchanged sentence

obligations and liabilities under Section 14 are not recorded as an asset or as a liability in the Company’s balance sheet.

year ended December 31, 2021, and 2020, severance expenses amounted to $ 43

and $ 24 thousand,

respectively.

INTEGRITY APPLICATIONS, INC.)

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Research and development expenses

the year ended December 31, 2022, and 2021, severance expenses have been recorded in total amount of $ 27 and $ 43 thousand, respectively.

and development expenses

and development expenses are charged to operations as incurred.

Royalty-bearing grant s

Royalty-bearing

grants from the Israeli Innovation Authority (IIA) to fund approved research and development projects are recognized at the time

Integrity Israel is entitled to such grants, on the basis of the costs incurred and reduce research and development costs.

the cumulative research and development grants received by Integrity Israel from amounted to $ 93 thousand.

Group provides a 24-month warranty for its products at no cost.

The group estimates the costs that may be incurred during

the warranty period and records a liability for the amounts of such costs at the time revenues are recognized.

For the year ended

December 31, 2021 and 2020 warranty expenses were clearly insignificant.

Basic and diluted loss per share

Basic loss per share is computed by dividing the loss for the period applicable

for Common Stockholders by the weighted average number of shares of Common Stock outstanding during the period.

the cumulative research and development grants received by Integrity Israel from IIA amounted to $ 93 thousand.

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

and diluted loss per share

loss per share is computed by dividing the loss for the period applicable for Common Stockholders by the weighted average number

of shares of Common Stock outstanding during the period.

computing, diluted loss per share, basic earnings per share are adjusted to reflect the potential dilution that could occur upon

1 unchanged sentence

financial instruments is dilutive.

In computing diluted loss per share, the average stock price for the

period is used in determining the number of common stock assumed to be purchased from the exercise of stock options or stock warrants.

Shares that will be issued upon exercise of all stock

options and stock warrants, have been excluded from the calculation of the diluted net loss per share for all the reported periods

for which net loss was reported because the effect of the common shares issuable as a result of the exercise or conversion of these

instruments was anti-dilutive

An amount of 6,404,238 and 6,446,920 outstanding stock

options and stock warrants have been excluded from the calculation of the diluted net loss per share for the years ended December

31, 2021 and 2020, respectively, because the effect of the common shares issuable as a result of the exercise of such instruments

was determined to be anti-dilutive.

Stock-based compensation

computing diluted loss per share, the average stock price for the period is used in determining the number of common stock assumed

to be purchased from the exercise of stock options or stock warrants.

that will be issued upon exercise of all stock options and stock warrants, have been excluded from the calculation of the diluted

net loss per share for all the reported periods for which net loss was reported because the effect of the common shares issuable

as a result of the exercise or conversion of these instruments was anti-dilutive

amount of 6,614,654 and 6,404,238 outstanding stock options and stock warrants have been excluded from the calculation of the diluted

net loss per share for the years ended December 31, 2022 and 2021, respectively, because the effect of the common shares issuable

as a result of the exercise of such instruments was determined to be anti-dilutive.

Group measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values

1 unchanged sentence

Share-based payments including grants of stock options

are recognized in the statement of operations as an operating expense based on the fair value of the award at the date of grant.

are recognized in the consolidated statement of operations and comprehensive loss as an operating expense based on the fair value

of the award at the date of grant.

The fair value of stock options granted is estimated using the Black-Scholes option-pricing model.

The Group has expensed compensation

costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit

service period when a performance condition affects the vesting, and it is considered probable that the performance condition will

The Group has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite

service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable

that the performance condition will be achieved.

January 1, 2019, following the adoption of ASU 2018-07, which aligns the measurement and classification guidance for share-based

1 unchanged sentence

to non-employees are accounted in accordance with ASC 718.

INTEGRITY APPLICATIONS, INC.)

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Fair value of financial instruments

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

value of financial instruments

Topic 825-10, “Financial Instruments” defines financial instruments and requires disclosure of the fair value of financial

11 unchanged sentences

under the fair value hierarchy.

Group did not estimate the fair value of the loans from stockholders since their repayment schedule has not yet been determined.

Concentrations of credit risk

fair value of the financial instruments included in the working capital of the Group (cash and cash equivalents, accounts payable

and other current assets and liabilities) approximates their carrying value.

Group did not estimate the fair value of the loans received from stockholders since their repayment schedule has not yet been determined.

Concentrations

of credit risk

instruments that potentially subject the Group to concentrations of credit risk consist primarily of cash and cash equivalents, and

restricted cash.

Cash and cash equivalents and restricted cash are deposited with major banks in Israel and the United States of

Management believes that such financial institutions are financially sound, accordingly, minimal credit risk exists with

respect to these financial instruments.

The Group does not have any significant off-balance-sheet concentration of credit risk, such

as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Cash and cash equivalents and restricted cash are deposited with major banks in United States.

Management believes

that such financial institutions are financially sound, accordingly, minimal credit risk exists with respect to these financial instruments.

The Group does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option

contracts or other foreign hedging arrangements.

Contingencies

4 unchanged sentences

Legal costs incurred in connection with loss contingencies are expensed as incurred.

INTEGRITY APPLICATIONS, INC.)

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Warrants with Down-Round Protection

with Down-Round Protection

the application of Accounting Standard Update (ASU) No.

2017-11, “Earnings Per Share” (ASU 2017-11), the Company disregard

the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or

equity classification.

Based on its evaluation, management has determined that such warrants with Down-Round Protection are eligible

for equity classification.

2017-11, “Earnings Per Share”

(ASU 2017-11), the Company disregard the down round feature when assessing whether the instrument

is indexed to its own stock, for purposes of determining liability or equity classification.

Based on its evaluation, management has determined that such warrants with Down-Round Protection

are eligible for equity classification.

accordance with the provisions of ASU 2017-11, upon the occurrence of an event that triggers a down round protection (i.e., when

1 unchanged sentence

dividend and as a reduction of income available to common shareholders for purposes of basic earnings per share (EPS) calculation.

Modification of equity-classified contracts

of equity-classified contracts

modification or exchange of equity-classified contracts, such as warrants that were classified as equity before the modification

2 unchanged sentences

Accordingly, the incremental fair value from the modification or exchange (the change in the fair value

of the instrument before and after the modification or exchange) is recognized as a reduction of retained earnings of increase

of accumulated deficit as a deemed dividend.

of the instrument before and after the modification or exchange) is recognized as a reduction of retained earnings of increase of

accumulated deficit as a deemed dividend.

Modifications or exchanges that result in a decrease in the fair value of an equity-classified

2 unchanged sentences

to earnings available to common shareholders for purposes of calculating earnings per share.

Allowance for doubtful accounts

The allowance for doubtful accounts is determined with

respect to amounts the Company has determined to be doubtful of collection, in order to reflect the expected credit losses on accounts

receivable balances.

Judgment is required in the estimation of the allowance for doubtful accounts and the Company evaluates the

collectability of its accounts receivable based on a combination of factors (including, among other things, the length of time that

the balance is past due and the customer’s current ability to pay.

If it’s becomes aware of a customer’s inability to meet

its financial obligations, an allowance is recorded to reduce the net receivable to the amount reasonably believed to be collectible

from such customer

Operating Lease

Company entered into several non-cancelable lease agreements for vehicles for use in its operations, which are classified as operating

January 1, 2019, the Company applies ASC Update 2016-02, Leases (Topic 842).

Company determines if an arrangement is a lease at inception.

Under the new guidance, arrangements meeting the definition of a lease

are classified as operating or financing leases.

A classification of a lease is determined based on the following criteria:

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Company applies ASC Update 2016-02, Leases (Topic 842) under which the Company determines if an arrangement is a lease at inception.

Under Topic 842, arrangements meeting the definition of a lease are classified as operating or financing leases.

A classification

of a lease is determined based on the following criteria:

lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

5 unchanged sentences

underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease

any of these five criteria is met, the lease is classified as a finance lease.

any of the above criteria are met, the lease is classified as a finance lease.

Otherwise, the lease is classified as an operating lease.

9 unchanged sentences

over the lease term.

Company had no material capital leases throughout the reporting periods.

note 4 for further discussion.

INTEGRITY APPLICATIONS, INC.)

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Reclassification

comparative figures have been reclassified to conform to the current year presentation.

Such reclassifications did not have any significant

impact on the Company’s equity, net income or cash flows.

Recent Accounting Pronouncements

June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments” (“ASU 2016-13”), which changes the impairment model for most financial assets and certain other instruments.

For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new

forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses.

guidance also requires increased disclosures.

For the Company, the amendments in the update were originally effective for fiscal years

beginning after December 15, 2019, including interim periods within those fiscal years.

In November 2019, the FASB issued ASU No.

which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the SEC) and other non-SEC reporting entities

to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods.

Early adoption is permitted.

As the company

is eligible to considered as smaller reporting company ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including

interim periods within those fiscal years.

The adoption of this standard is not expected to result in a material impact to the Company’s

financial statements.

INTEGRITY APPLICATIONS, INC.)

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

3 – INVENTORIES

OF INVENTORIES

In thousand of US dollars

December 31, 2021

December 31, 2020

Raw materials

Work in process

Finished products

inventory write-down

Management evaluated periodically whether inventory is required to be written-down due to slow-moving or obsolete items

and recognize inventory impairment, as applicable.

As a result of the development of the second generation of the glucose monitoring

device the Group has recorded in the fourth quarter of 2021 inventory written-down in the amount of approximately $ 321

Company has entered into several non-cancellable operating lease agreements for few vehicles.

the Company’s leases have

original lease periods expiring between 2023 and 2024.

Payments due under such lease contracts include primarily fixed payments.

Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease

commencement.

the company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

components of lease costs, lease term and discount rate are as follows:

OF LEASE COSTS, LEASE TERM AND DISCOUNT

Operating lease cost:

Office space :

Over 12 month

Short term leases

Remaining Lease Term

Weighted Average Discount Rate

INTEGRITY APPLICATIONS, INC.)

2022, the Company terminated its lease agreement for vehicles, as the senior employees in Israel has resigned from the Company, and respectively

have returned the vehicles to the lease dealership.

As of December 31, 2022, the Company is subject to several non-cancelable lease agreements

for workspaces for use in its operations, which are classified as operating leases.

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

4 – LEASES (cont.)

following is a schedule, by years, of maturities of operating lease liabilities as of December 31, 2021:

OF OPERATING LEASE MATURITY PAYMENTS

December 31, 2021

Total operating lease payments

imputed interest

Present value of lease liabilities

3 – PROPERTY AND EQUIPMENT, NET

OF PROPERTY AND EQUIPMENT, NET

Property and Equipment

In thousand of US dollars

December 31, 2021

December 31, 2020

Furniture and office equipment

Leasehold improvements

and Equipment

thousand of US dollars

and office equipment

Property and equipment, gross

Less – accumulated depreciation

– accumulated depreciation

Property and equipment,

the years ended December 31, 2021 and 2020, depreciation expenses amounted to $ 42

thousand respectively, and new equipment

purchases amounted to $ 5

thousand, respectively.

the years ended December 31, 2022 and 2021, depreciation expenses have been recorded in total amount of $ 23 and $ 42 thousand, respectively.

4 – OTHER CURRENT LIABILITIES

OF OTHER CURRENT LIABILITIES

Current Liabilities

thousand of US dollars

and related institutions

expenses and others

other current liabilities

In thousand of US dollars

December 31, 2021

December 31, 2020

Employees and related institutions

Accrued expenses and other

INTEGRITY APPLICATIONS, INC.)

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

5 – LOANS FROM STOCKHOLDERS

the years 2003-2004, Integrity Israel received loans from stockholders (four separate lenders) in a total amount of approximately

However, following the repayment

of the entire balance to certain lender in 2015, the remaining balance as of December 31,2021 is approximately $ 210

The loans are indexed to the Israeli

consumer price index from their origination date and bear no insert.

$ 400 thousand.

However, following the repayment of the entire balance to certain lender in 2015, the remaining balance as of December

31,2022 is approximately $ 195 thousand.

The loans are indexed to the Israeli consumer price index from their origination date and

bear no interest.

Group will be required to pay the loans, in quarterly installments, commencing on the first quarter following the first fiscal year

1 unchanged sentence

At such time, the Group will be required to make quarterly payments equal

of its total sales for each quarter until the loans have been repaid in full.

Notwithstanding the repayment mechanism, the Group

will not be required to repay the loans during any period in which such payment would cause a deficit in the Group’s working

of December 31, 2021, the Group does not expect to make any additional material repayments during the following 12-month period,

if any, and accordingly the entire remaining balance of the loans from stockholders have been presented as long-term liabilities.

to 10 % of its total sales for each quarter until the loans have been repaid in full.

Notwithstanding the repayment mechanism, the

Group will not be required to repay the loans during any period in which such payment would cause a deficit in the Group’s

working capital.

of December 31, 2022, the Group does not expect to make any material repayments during the following 12-month period, if any, and

accordingly the entire remaining balance of the loans from stockholders have been presented as non-current liability.

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

6 – COMMITMENTS AND CONTINGENT LIABILITIES

March 4, 2004, the Israel innovation authority (IIA) provided Integrity Israel with a grant of approximately $ 93

thousand (NIS 420

thousand), for its plan to develop a non-invasive

blood glucose monitor (the “Development Plan”).

Integrity Israel is required to pay royalties to the IIA at a

rate ranging between 3 - 5 %

of the proceeds from the sale of the Group’s products arising from the Development Plan up to an amount equal to $ 93

thousand, plus interest at LIBOR from the date of grant.

of December 31, 2021, the remaining contingent liability with respect to royalty payment on future sales equals approximately $ 43

thousand, excluding interest.

Such contingent obligation has

no expiration date.

March 4, 2004, the Israel innovation authority (IIA) provided Integrity Israel with a grant of approximately $ 93 thousand (NIS 420

thousand), for its plan to develop a non-invasive blood glucose monitor (the “Development Plan”).

Integrity Israel is

required to pay royalties to the IIA at a rate ranging between 3 - 5 % of the proceeds from the sale of the Group’s products arising

from the Development Plan up to an amount equal to $ 93 thousand, plus interest at LIBOR from the date of grant.

As of December 31,

2022, the remaining contingent liability with respect to royalty payment on future sales equals approximately $ 80 thousand.

contingent obligation has no expiration date.

of December 31, 2022, the Group accrued royalties to the IIA in insignificant amounts.

August 1, 2017 the Company entered into an Advisory Agreement with Andrew Garrett, Inc.

(AGI), pursuant to which the

Company engaged AGI as placement agent on a non-exclusive basis to provide certain advisory services to the Company for a period

of 9 months which was subsequently extended twice and was in effect until October 31, 2019 .

the year ended December 31, 2020 the Company paid the placement Agent approximately $ 2

million for placement services (see above)

In addition, during the year ended December 31, 2020, $ 756

thousand representing the fair value of warrants

issued as consideration for placement agent services to AGI.

This amount was accounted for as warrants with down-round protection.

Upon issuance, the fair value was recognized as an increase in additional paid in capital.

Since March 2021 Integrity Israel is renting several workspaces

at office building in the city Or – Yehoda.

This workspace rent replaces the principal offices the Company in the city Ashdod.

According to the new agreement the Company renting those flexible shared workspaces for period shorter than one year.

March 2021 Integrity Israel is renting several workspaces at office building in the city Or – Yehoda.

According to the lease

agreement, Integrity Israel renting those flexible shared workspaces for period shorter than one year.

October 7, 2022 (“the Closing Date”), the Company entered into Intellectual Property Purchase Agreement (the “Agreement”)

with Paul Goode, which is the Company’s Chief Executive Officer (the “Seller”), under which it was agreed that

on and subject to the terms and conditions of the Agreement, at the Closing Date, Seller shall sell, assign, transfer, convey and

deliver to the Company, all of Seller’s right, title and interest in and to the following assets, properties and rights (collectively,

the “Purchased Assets”):

rights, title, interests in all current and future intellectual property, including, but not limited to patents, trademarks, trade

secrets, industry know-how and other IP rights relating to an implantable continuous glucose sensor (collectively, the “Conveyed

Intellectual Property”);

of the goodwill relating to the Purchased Assets.

consideration for the sale by Seller of the Purchased Assets to the Company, at the Closing Date, the Company paid to Seller cash in

the amount of one dollar and up to 1,000,000 shares of its common stock to be issued based upon the performance milestones as set forth

in the Agreement (the “Purchase Price”).

In addition, if upon the final issuance, the aggregate 1,000,000 shares represent

less than 1.5 % of the then outstanding shares of the Company, the final issuance will include such number of additional shares so that

the total aggregate issuance equals 1.5 % of the outstanding shares (the “True-Up Shares”).

All shares of Company common stock

that will be issued under this agreement shall be (i) restricted and issued in transactions exempt from registration under Section 4(a)(2)

of the Securities Act of 1933, as amended and (ii) subject to the lockup provisions.

the Company acquires net assets that do not constitute a business, as defined under ASU 2017-01 Business Combinations (Topic 805) Clarifying

the Definition of a Business (such when there is no substantive process in the acquired entity) the transaction is accounted for as asset

acquisition and no goodwill is recognized.

The acquired In-Process Research and Development intangible asset (“IPR&D”)

to be used in research and development projects which have been determined not to have alternative future use, is expensed immediately.

the Closing Date, it was determined that the asset acquisition represent the purchase of IPR&D with no alternative future use.

the achievement of each of the performance milestones is considered as contingent event outside the Company’s control and thus

the contingent consideration which is equal to the Purchase Price as measured at the Closing Date will be recognized when it becomes

probable that each target will be achieved within the reasonable period of time.

Such additional contingent consideration will be recognized

in subsequent periods if and when the contingency (the achievement of targets) is resolved, or when it will be considered as reasonably

estimable under ASC 450, Contingencies.

the period commencing the Closing Date and through December 31, 2022, the Company did not record any amount related to the contingent

consideration, relating to any of the aforesaid performance milestones.

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

7 – COMMON STOCK AND WARRANTS WITH-DOWN ROUND PROTECTION

3 unchanged sentences

The holders of Common Stock are not permitted to vote their shares cumulatively.

Description of February 14, 2020 Issuance of common

On February 14, 2020, the Company

entered into a Securities Purchase Agreement and Registration Rights Agreement with an accredited

investor, pursuant to which the accredited investor purchased 2,884,615 shares of the Company’s

common stock, par value $ 0.001 per share, for an aggregate gross purchase price of $ 15 million,

less cash expenses of approximately $ 2 million

Placement Agent Compensation

to a placement agent agreement (the “Placement Agent Agreement”) with the placement agent for the Offering (the “Placement

Agent”), at the closing of the above mentioned sale of the common stock the Company paid the Placement Agent, as a commission,

a cash amount equal to 7 % of the aggregate sales price of the Units, plus 3% of the aggregate sales price as a management fee plus

a non-accountable expense allowance equal to 3 % of the aggregate sales price of the Units.

In addition, pursuant to the placement

agent agreement, the company is 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

will be substantially similar to the Warrants except that the Placement Agent Warrants will also be exercisable on a cashless basis

and will include full ratchet anti-dilution protection.

INTEGRITY APPLICATIONS, INC.)

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

9 – COMMON STOCK AND WARRANTS WITH-DOWN ROUND PROTECTION (cont.)

to non-employees

connection with the 2017 Offering, the Company has issued to the Placement Agent (a) 5 -year

warrants to purchase up to 1,062,717

shares of Common Stock at an exercise price

per share, (b) 5 -year

warrants to purchase up to 108,305

shares of Common Stock at an exercise price

per share.(c) 5 -year

warrants to purchase up to 8,331

shares of Common Stock at an exercise price

per share, and (d) 5 -year

warrants to purchase up to 8,331

shares of Common Stock at an exercise price

The terms of the Placement Agent

warrants are substantially similar to the terms of the Series D warrants except that the Placement Agent warrants may also be exercisable

on a cashless basis at all times.

connection with February 2020 Offering, the Company has issued to the Placement Agent 5 -year

warrants to purchase up to 288,462

of Common Stock at an exercise price of $ 5.2

the year ending December 31, 2020, $ 756

thousand, respectively, representing the

fair value of warrants issued as consideration for placement agent services to AGI.

This amount was accounted for as Warrants with

down-round protection.

Upon issuance, the fair value was recognized as an increase in additional paid in capital

of December 31, 2020, the key inputs used in the fair value calculations of the warrant that were affected by the down-round protection

were as follows:

OF FAIR VALUE ASSUMPTIONS

Fair value calculations – Warrant

Dividend yield (%)

Expected volatility (%)

Risk free interest rate (%)

Expected term of options (years)

Exercise price (US dollars)

Share price (US dollars)

Fair value (US dollars)

August 2007, Integrity Israel’s Board of Directors (“Integrity Israel’s Board”) approved a stock option plan

(“Integrity Israel’s plan”) for the grant, without consideration of options exercisable into ordinary shares of

par value of Integrity Israel to employees,

officers and directors of Integrity Israel.

The exercise price and vesting period for each grantee of options was determined by Integrity

Israel’s Board and specified in such grantee’s option agreement.

options vested over a period of 1-12 quarters based on each grantee’s option agreements.

Any option not exercised within 10

years after the date of grant thereof will expire .

INTEGRITY APPLICATIONS, INC.)

January 11, 2010, the Company’s Board of Directors approved and adopted the 2010 Share Incentive Plan (the “Plan”),

pursuant to which the Company’s Board of Directors may award share options to purchase the Company’s Ordinary Shares

as well as restricted shares, restricted stock units (the “RSU”) and other share-based awards to designated participants.

Subject to the terms and conditions of the Plan, the Company’s Board of Directors has full authority in its discretion, from

time to time and at any time, to determine (i) the designate participants;

(ii) the terms and provisions of the respective award

agreements, including, but not limited to, the number of share options to be granted to each optionee, the number of shares to be

covered by each share option, provisions concerning the time and the extent to which the share options may be exercised and the nature

and duration of restrictions as to the transferability or restrictions constituting substantial risk of forfeiture and to cancel

or suspend awards, as necessary;

(iii) determine the fair market value of the shares covered by each award;

(iv) make an election

as to the type of approved 102 Option under Israeli tax law;

(v) designate the type of share options;

(vi) take any measures, and

to take actions, as deemed necessary or advisable for the administration and implementation of the Plan;

(vii) interpret the provisions

of the Plan and to amend from time to time the terms of the Plan .

of equity awards to employees

February 8, 2021, The Company granted Mr.

Erez Ben-Zvi, the then Vice President of Product

of the Company, annual award with fair value of NIS 210 thousand (approximately $ 65 thousand)

of RSU effective as of the employee start date and on each one-year anniversary following

the employee start date subject to the approval of the board of directors (the “Additional

Both, the RSU and each of the Additional RSU (if approved by the board of directors),

as applicable, shall be based on the stock price at actual the date of grant (and not lower

than US$ 5.20 per share).

1/12 of the RSUs shall vest and become nonforfeitable three months

following the Start Date, and an additional 1/12 of the RSUs shall vest and become nonforfeitable

at the end of every 3-months period thereafter, provided that the employee continues to be

employed by the Company at the applicable date of vesting .

The vesting schedule shall be

also applied to each of the Additional RSUs granted, mutatis mutandis, such that the vesting

period of each of the respective Additional RSU shall commence from its actual date of grant.

June 2022, Erez Ben-Zvi resigned from the Company.

Thus, his stock-based compensation was terminated in the last vesting date of

the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expenses (income) of $( 25 ) thousand and

$ 76 thousand, respectively, with respect to the above grant.

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

1 unchanged sentence

compensation (cont.)

to employees (cont.)

July 2010, following the merger with Integrity Israel, the Company adopted the 2010 Share Incentive Plan (the “2010 Share Incentive

Plan”), pursuant to which the Company’s Board of Directors is authorized to grant options exercisable into Common Stock

of the Company.

purpose of the 2010 Share Incentive Plan is to offer an incentive to employees, directors, officers, consultants, advisors, suppliers

and any other person or entity whose services are considered valuable to the Company, as well as to replace the Integrity Israel

Plan and to replace all options granted in the past by Integrity Israel.

June, 2020, Erez Ben-Zvi has joined the Company as its Vice President of Product.

February 8, 2021, the Company announced that it has promoted Erez Ben-Zvi to General Manager in addition to his current role as Vice

President of Product, effective immediately

Company granted Mr.

Ben-Zvi annual award of NIS 210

thousand worth (approximately $ 65

thousand) of restricted stock units (the

“RSU”) effective as of the employee Start Date and on each one-year anniversary following the employee Start Date subject

to the approval of the board of directors (the “additional RSU”).

The RSU and each of the Additional RSU (if approved

by the board of directors), as applicable, shall be based on the stock price at actual the date of grant (and not lower than US$

5.20 per share).

of the RSUs shall vest and become nonforfeitable three months following the Start Date, and an additional 1/12 of the RSUs shall

vest and become nonforfeitable at the end of every 3-months period thereafter, provided that the employee continues to be employed

by the Company at the applicable date of vesting .

The vesting schedule shall be also applied to each of the Additional RSUs granted, mutatis mutandis, such that the vesting period

of each of the respective Additional RSU shall commence from its actual date of grant

November, 2020, Mr.

Shalom Shushan has joined the Company as its Chief Technology Officer,

Shushan will lead all technology and research and development activities for Integrity

and will serve on the Company’s executive leadership team.

Company granted Mr.

Shushan annual award of NIS 90

thousand worth (approximately $ 28

thousand) of restricted stock units (the

“RSU”) effective as of the employee Start Date.

Furthermore, on each one-year anniversary following the employee Start

Date subject to the approval of the board of directors, Company shall grant the Employee with NIS 60 thousand worth of restricted

stock units (the “Additional RSU’’).

of equity awards to employees (cont.)

November 2020, the Company granted Mr.

Shalom Shushan, the then Chief Technology Officer

of the Company, annual award with fair value of NIS 90 thousand (approximately $ 28 thousand)

of RSU effective as of the employee start date.

Furthermore, on each one-year anniversary

following the employee start date subject to the approval of the board of directors, Company

shall grant the Employee with fair value of NIS 60 thousand of Additional RSU (the “Additional

Both, the RSU and each of the Additional RSU (if approved by the board of directors),

as applicable, shall be based on the stock price at actual the date of grant (and not lower than US$ 5.20 per share).

of the RSUs shall vest and become nonforfeitable three months following the Start Date, and an additional 1/12 of the RSUs shall

vest and become nonforfeitable at the end of every 3-months period thereafter, provided that the Employee continues to be employed

by the Company at the applicable date of vesting .

The vesting schedule shall be also applied to each of the Additional RSUs granted to the Employee, mutatis mutandis, such that the

vesting period of each of the respective Additional RSU shall commence from its actual date of grant

October 19, 2021, Paul V.

Goode was appointed as President and Chief Operating Officer of

the company, Inc, effective November 1, 2021.

He has served as a member of Integrity’s

Board of Directors since December 17, 2020.

Concurrent with his appointment, Mr.

stepped down from the Board.

Effective November 20201, the Company

Goode options to purchase up to 1.5 %

of the fully diluted common stock, par value $ 0.001

per share (approximately 330 thousand options),

of the Company (“Common Stock”) as of

the Effective Date, with a per share exercise price equal to the greater of (A) $ 5.20

per share or (B) the closing price of a share

of Common Stock on the Effective Date, as reported by Bloomberg L.P., which shall vest in equal monthly installments over a three year

period following the Effective Date.

December 3, 2021, James p.

thrower was appointed as Vice President Engineering of the company.

as applicable, shall be based on the stock price at actual the date of grant (and not lower

than US$ 5.20 per share).

1/12 of the RSUs shall vest and become nonforfeitable three months

following the Start Date, and an additional 1/12 of the RSUs shall vest and become nonforfeitable

at the end of every 3-months period thereafter, provided that the Employee continues to be

employed by the Company at the applicable date of vesting .

The vesting schedule shall be

also applied to each of the Additional RSUs granted to the Employee, mutatis mutandis, such

that the vesting period of each of the respective Additional RSU shall commence from its

actual date of grant.

May 2022, Shalom Shushan resigned from the Company.

Thus, his stock-based compensation was terminated in the last vesting date of

the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expenses (income) of $( 6 ) thousand and

$ 22 thousand, respectively, with respect to the above grant.

In November 2021, the Company granted Mr.

Goode, the President and Chief Executive Officer of the Company, options with the fair value of $ 484 thousand, to purchase up to 1.5 % of the fully diluted common stock, par value $ 0.001 per share of the Company (approximately 328 thousand options), as of the grant date, with a per share exercise price equal to the greater of (A) $ 5.20 per share or (B) the closing price of a share of Common Stock on the grant date, as reported by Bloomberg L.P., which shall vest in equal monthly installments over a three year period following the grant date.

May 2022, the Company grated Mr.

Goode, a one-time grant of restricted stock of 18,000 shares (“RSU”), which be vest during one year, as long as he is employed

by the Company.

the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expenses of $ 306 thousand and $ 98 thousand,

respectively, with respect to the above grant.

December 2021, the Company granted Mr.

Thrower options to purchase up to 1.15 %

of the fully diluted common stock, par value $ 0.001

per share (approximately 250 thousand

options), of the Company (“Common Stock”) as of the Effective Date, with a per share exercise price equal to the

greater of (A) $ 5.20

per share or (B) the closing price of a share

of Common Stock on the Effective Date, as reported by Bloomberg L.P., which shall vest in equal monthly installments over a three

year period following the Effective Date.

OF STOCK GRANTS ACTIVITY

Grants to Employees

Weighted average exercise price (US$)

Balance outstanding as of December 31,2019

Balance exercisable of December 31,2019

Granted during 2020

Forfeited during 2020

Balance outstanding as of December 31,2020

Balance exercisable of December 31,2020

Granted during 2021

Forfeited during 2021

Balance outstanding as of December 31,2021

Balance exercisable of December 31,2021

following tables summarize information about options outstanding at December 31, 2021:

OF STOCK GRANTS, BY EXERCISE PRICE RANGE

Outstanding at December 31, 2021

Exercisable at December 31, 2021

Weighted average remaining contractual

INTEGRITY APPLICATIONS, INC.)

Thrower, the Vice President Engineering of

the Company, options with the fair value of $ 152 thousand, to purchase up to 1.15 % of the

fully diluted common stock, par value $ 0.001 per share of the Company (approximately 262

thousand options), as of the grant date, with a per share exercise price equal to the greater

of (A) $ 5.20 per share or (B) the closing price of a share of Common Stock on the grant date,

as reported by Bloomberg L.P., which shall vest in equal monthly installments over a three

year period following the grant date.

the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expenses of $ 93 thousand and $ 16 thousand,

respectively, with respect to the above grant.

October 2022, the Company granted Mr.

Mark Tapsak, the Vice President, Sensor Science of

the Company, options with the fair value of $ 22 thousand, to purchase up to 0.75 % of the

fully diluted common stock, par value $ 0.001 per share of the Company (approximately 116

thousand options), as of the grant date, with a per share exercise price equal to the greater

of (A) $ 5.20 per share or (B) the closing price of a share of Common Stock on the grant date,

as reported by Bloomberg L.P., which shall vest in equal monthly installments over a three

year period following the grant date.

the year ended December 31, 2022, the Company recorded stock-based compensation expenses of $ 5 thousand with respect to the above

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

7 – COMMON STOCK AND WARRANTS WITH-DOWN ROUND PROTECTION (cont.)

compensation (cont.)

to employees (cont.)

fair value of options granted to employees during the years ended on December 31, 2021 was estimated at the dates of grant using

the Black-Scholes option model.

The following are the data and assumptions used:

following table presents the Company’s share option activity for employees and members of the Board of Directors of the Company

under the Plan, for the years ended December 31, 2022 and 2021:

OF SHARE OPTION ACTIVITY FOR EMPLOYEES AND MEMBERS

as of December 31, 2020

as of December 31, 2021

as of December 31, 2022

aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the deemed fair value of

the Company’s Ordinary Shares on the last day of each of the applicable reported period and the exercise price, multiplied

by the number of in-the-money share options) that would have been received by the share option holders had all share options holders

exercised their share options on December 31 of each of the reported period.

This amount is impacted by the changes in the fair market

value of the Company’s Ordinary Share.

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

7 – COMMON STOCK AND WARRANTS WITH-DOWN ROUND PROTECTION (cont.)

outstanding and exercisable share options as of December 31, 2022 have been separated into ranges of exercise prices, as follows:

OF OUTSTANDING AND EXERCISABLE SHARE OPTIONS

the years ended December 31, 2022 and 2021, share options have not been exercised into Ordinary Shares.

following table presents the assumptions used to estimate the fair values of the share options granted in the reported periods presented:

OF ASSUMPTIONS USED TO VALUE OPTIONS

value calculations - Warrant

volatility (%)

free interest rate (%)

term of options (years)

price (US dollars)

value (US dollars)

interest rate (%)

Exercise price ($)

Share price ($)

of December 31, 2022, there was $ 186 thousand of unrecognized compensation expense related to unvested share options.

recognizes compensation expense on a straight-line basis over the requisite service periods, which results in a weighted average

period of approximately 0.72 years over which the unrecognized compensation expense is expected to be recognized.

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

7 – COMMON STOCK AND WARRANTS WITH-DOWN ROUND PROTECTION (cont.)

of equity awards to non-employees

connection with the 2017 Offering, the Company has issued to Andrew Garrett Inc, who served

as a placement agent in fundraising transaction (a) 5 -year warrants to purchase up to 1,062,717

shares of Common Stock at an exercise price of $ 3.354 per share, (b) 5 -year warrants to purchase

up to 108,305 shares of Common Stock at an exercise price of $ 23.40 per share, (c) 5 -year

warrants to purchase up to 8,331 shares of Common Stock at an exercise price of $ 46.80 per

share and (d) 5 -year warrants to purchase up to 8,331 shares of Common Stock at an exercise

price of $ 70.20 per share .

connection with February 2020 Offering, the Company has issued to the Andrew Garrett Inc, who served as a placement agent a 5 -year

warrants to purchase up to 288,462 shares of Common Stock at an exercise price of $ 5.2 per share.

August 2020, advisory agreement was made between the Company and Malcolm McGuire & Assoc.

LLC, under which the advisor is providing strategic advisory services, which include, inter

alia, interface with the investment community on behalf of the Company, build a database

of appropriate brokers and investors, design and implement a plan for both the short and

the long-term encouragement of investor interest in the Company and create a compelling perception

of the Company within the investment community.

consideration was set as a monthly fee of $ 4 thousand cash and a monthly grant of non-qualified three-year options to purchase 461

shares of the Company’s Common Stock, at an exercise price equal to $ 6.5 .

the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expenses of $ 9 thousand and $ 13 thousand,

respectively, with respect to the above grant.

September 12, 2022, the Company signed on Advisory agreement with Andrew Garrett Inc, under which the Company agreed to extend the

exercise through July 1, 2026, for all warrants issued pursuant to the Exchange Agreement dated December 31, 2018.

The Company accounted

for the extension of the warrants exercise period pursuant to ASC 718 as a modification.

Accordingly, additional compensation of

$ 56 thousand was calculated as the fair value of the modified award in excess of the fair value of the original award measured immediately

before its terms have been modified based on current circumstances and recorded this incremental fair value as an immediate expense

in 2022 as the warrants were fully vested at the modification date (See also note 13A).

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

7 – COMMON STOCK AND WARRANTS WITH-DOWN ROUND PROTECTION (cont.)

outstanding and exercisable share options as of December 31, 2022 have been separated into ranges of exercise prices, as follows:

OF OUTSTANDING AND EXERCISABLE SHARE OPTIONS

total compensation cost related to all of the Company’s equity-based awards recognized during the years ended December 31,

2022 and 2021 was comprised as follows:

OF TOTAL COMPENSATION COST EQUITY BASED AWARDS

and Development

thousand of US dollars

and Development

and development

and administrative

Total compensation cost

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

8 – RESEARCH AND DEVELOPMENT EXPENSES

OF RESEARCH AND DEVELOPMENT EXPENSES

In thousand of US dollars

Research and Development

December 31, 2021

December 31, 2020

Salaries and related expenses

Professional fees

Expenses due to slow inventory write-off

Vehicle maintenance

Total research and development

expenses, net

INTEGRITY APPLICATIONS, INC.)

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

and Development

thousand of US dollars

and Development

and related expenses

due to slow inventory write-off

Research and Development Expense

9 – MARKETING EXPENSES

OF SELLING AND MARKETING EXPENSES

Selling and Marketing

Salaries and related expenses

Professional fees

Total selling and marketing

OF MARKETING EXPENSE

and Marketing

and related expenses

selling and marketing expense

10 – GENERAL AND ADMINISTRATIVE EXPENSES

OF GENERAL AND ADMINISTRATIVE EXPENSES

In thousand of US dollars

General and Administrative

December 31, 2021

December 31, 2020

Salaries and related expenses

Professional fees

Bad debt expense

Vehicle maintenance

Total general and

administrative expenses

thousand of US dollars

and Administrative

and related expenses

general and administrative expenses

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

11 – INCOME TAX

6 unchanged sentences

filed with the tax authority up to and including 2017 are considered final.

of December 31, 2021, the Company had cumulative net operating losses (NOL) for US federal purposes of approximately $ 10.5

Integrity Israel has losses carry

forward balances for Israeli income tax purposes of approximately $ 41.0

million to offset against future taxable

income for an indefinite period of time.

the years ended December 31, 2021 and 2020, the main reconciling item between the statutory tax rate of the Company and the effective

tax rate at the rate of 21.0 %

for 2021 and 2020, respectively, is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating

losses carried forward and other permanent and temporary differences due to the uncertainty of the realization of such deferred taxes

and withholding taxes that were deducted by the Company’s customers.

INTEGRITY APPLICATIONS, INC.)

for the year consists of the following:

OF INCOME TAX LOSS FOR THE YEAR

entity (Integrity Israel)

loss for the year

operating losses carryforward

of December 31, 2022, the Company had cumulative Net Operating Losses (NOL) carry forward for US federal purposes of approximately

$ 14 million to offset against future taxable income for an indefinite period of time.

Integrity Israel has cumulative NOL carry forward

for Israeli income tax purposes of approximately $ 38.0 million to offset against future taxable income for an indefinite period of

the years ended December 31, 2022 and 2021, the main reconciling item is the recognition of valuation allowance in respect of deferred

taxes relating to accumulated net operating losses carried forward and other permanent and temporary differences due to the uncertainty

of the realization of such deferred taxes.

TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)

3 unchanged sentences

Significant components of the Group’s future tax assets are as follows:

OF DEFERRED TAXES

Composition of deferred tax assets:

Provision for employee-related obligation

Non-capital loss carry forwards

Valuation allowance

Total deferred

OF DEFERRED TAX ASSETS

of deferred tax assets:

and development credits

operating losses carry forwards

deferred tax asset before deferred tax liabilities and valuation allowance

deferred tax assets

12 – SEGMENT INFORMATION

Company operates in one

operating segment with no income in 2021.

long-lived assets are owned by Integrity Israel and are located in Israel.

Company operates in one operating segment which is design, development and commercialization of non-invasive glucose monitoring devices.

During the reported period no revenue were recognized.

long-lived assets are owned by Integrity Israel which are located in Israel.

13 – RELATED PARTIES

Garrett, Inc., which is controlled by one of our directors, Andrew Sycoff, received during the year ended December 31, 2020, cash

approximately $ 2

million in placement agent fees and 3,750,000

warrants for Placement Agent fees in 2020

the year ended December 31, 2020, $ 756

thousand, representing the fair value of

warrants issued as consideration for placement agent services to AGI.

This amount was accounted for as Warrants with down-round protection.

Upon issuance, the fair value was recognized as an increase in additional paid in capital

The Company has evaluated all subsequent events through the date when these

financial statements were issued to determine if these must be reported.

The Company determined that there were no reportable subsequent

events to disclose in these financial statements.

Garrett, Inc:

September 12, 2022, the Company signed on advisory agreement with Andrew Garrett Inc., which

is controlled by one of member of the Company’s board of directors, Andrew Sycoff.

The Company retains advisor on a non-exclusive basis to receive general business advisory

services for total monthly consideration of $ 20 thousand.

In addition, the Company also agreed

to extend the exercise through July 1, 2026, for all warrants issued pursuant to the Exchange

Agreement dated December 31, 2018.

The Company accounted for the extension of the warrants’

exercise period pursuant to ASC 718 as a modification.

Accordingly, additional compensation

of $ 56 thousand was calculated as the fair value of the modified award in excess of the fair

value of the original award measured immediately before its terms have been modified based

on current circumstances and recorded this incremental fair value as an immediate expense

in 2022 as the warrants were and remained fully vested at the modification date.

the year ended on December 31, 2022, the Company recognized in total expenses of $ 102 thousand due to the above agreement.

Property Purchase Agreement - See Note 6C

Loans From Stockholders – See Note 5

Enterprises LLC, dba Virginia Analytical

October 25, 2022, the Company entered into agreement with Tapsak Enterprises LLC dba Virginia

Analytical, which fully owned by Mark Tapsak, who serves as the Vice President of Sensor

Science of the Company , under which, Tapsak Enterprises LLC dba Virginia Analytical,

will provide laboratory space, equipment and materials to support the Company sensor development

activities for total consideration which estimates to be approximately $ 60 thousand.

the year ended on December 31, 2022, the Company recognized in total expenses of $ 38 thousand due to this agreement.

14 – SUBSEQUENT EVENTS

Company has evaluated all subsequent events through the date when these financial statements were issued to determine if these must be

The Company determined that there were no reportable subsequent events to disclose in these financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures