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EX-5.1 - EXHIBIT 5.1 - Integrity Applications, Inc.exhibit_5-1.htm


As filed with the Securities and Exchange Commission on May 14, 2013

Registration No. 333-188210

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Integrity Applications, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
3841
 
98-0668934
(State or Other Jurisdiction of Incorporation
 
(Primary Standard Industrial Classification
 
(I.R.S. Employer Identification
or Organization)
 
Code Number)
 
Number)
 
Integrity Applications, Inc.
102 Ha’Avoda St.
Ashkelon, Israel
972 (8) 675-7878
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
 
Avner Gal
Chief Executive Officer
Integrity Applications, Inc.
P.O. Box 432
Ashkelon 78100, Israel
972 (8) 675-7878
972 (8) 675-7850 (facsimile)
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
 
Copies to :
Robert L. Grossman, Esq.
Greenberg Traurig, P.A.
333 Avenue of the Americas, Suite 4400
Miami, FL 33131
(305) 579-0500
(305) 579-0717 (facsimile)
 
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

 
 

 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

¨   Large accelerated filer
¨   Accelerated filer
¨   Non-accelerated filer (Do not check if a smaller reporting company)
x   Smaller reporting company

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 
 

 
 
EXPLANATORY NOTE

This Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1 (Registration No. 333-188210) previously filed by Integrity Applications, Inc. with the Securities and Exchange Commission on Aril 29, 2013 and amended by Pre-Effective Amendment No. 1 to the Registration Statement, as filed with the Securities and Exchange Commission on May 13, 2013, is being filed solely to amend Item 16 of Part II thereof and to file a revised exhibit 5.1 thereto.  This Amendment No. 2 does not modify any provision of the preliminary prospectus contained in Part I or Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, this Amendment No. 2 does not include a copy of the preliminary prospectus.

 
 

 
 
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13. Other Expenses of Issuance and Distribution.
 
The following table sets forth an estimate of the fees and expenses payable by us in connection with the registration of our securities offered hereby. All of such fees and expenses, except for the SEC Registration Fee, are estimated:
 
SEC Registration and Filing Fee
  $ 3,178.38  
Legal Fees and Expenses
  $ 25,000.00  
Accounting Fees and Expenses
  $ 0.00  
Printing Fees and Expenses
  $ 5,000.00  
Miscellaneous
  $ 5,000.00  
TOTAL
  $ 38,178.38  

Item 14. Indemnification of Directors and Officers.
 
Integrity Applications, Inc. was incorporated in the State of Delaware and is subject to the Delaware General Corporation Law (the “DGCL”). Section 145 of the DGCL empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. A corporation may, in advance of the final action of any civil, criminal, administrative or investigative action, suit or proceeding, pay the expenses (including attorneys’ fees) incurred by any officer, director, employee or agent in defending such action, provided that the director or officer undertakes to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. A corporation may indemnify such person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
 
A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation to procure a judgment in its favor under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith. The indemnification provided is not deemed to be exclusive of any other rights to which an officer or director may be entitled under any corporation’s by-law, agreement, vote or otherwise.
 
Our bylaws provide that we will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of our company) by reason of the fact that he is or was a director, officer, employee or agent of ours, or is or was serving at our request as a director, officer, employee, trustee or agent of one of our subsidiaries or another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an agent), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to our best interests, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
 
Additionally, our bylaws provide that we will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of our company to procure a judgment in our favor by reason of the fact that he is or was an agent against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to our best interests, except that no indemnification will be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to us by a court of competent jurisdiction, after exhaustion of all appeals therefrom, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
 
 
II-1

 
Our certificate of incorporation provides that none of its directors shall be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to us or our stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction from which the director derived an improper personal benefit. To the extent the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of one of our directors, in addition to the limitation on personal liability provided by our certificate of incorporation, shall be limited to the fullest extent permitted by the amended DGCL.
 
We have obtained and maintains insurance policies insuring our directors and officers and the directors and officers of our subsidiaries against certain liabilities they may incur in their capacity as directors and officers. Under such policies, the insurer, on our behalf, may also pay amounts for which we have granted indemnification to the directors or officers.
 
Additionally, we have entered into indemnification agreements with all of our directors and officers to provide them with the maximum indemnification allowed under our bylaws and applicable law, including indemnification for all judgments and expenses incurred as the result of any lawsuit in which such person is named as a defendant by reason of being a director, officer or employee of our company, to the extent indemnification is permitted by the laws of the State of Delaware.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we understand that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
 
Item 15. Recent Sales of Unregistered Securities
 
In the fiscal year ended December 31, 2012, we issued and sold an aggregate of 165,057 shares of common stock to the first closing purchasers without registration under the Securities Act pursuant to an exemption from registration under Section 4(2) of the Securities Act and Regulation D promulgated thereunder.  Subsequent to the issuance of such shares, the offering pursuant to which such shares were issued was converted from an offering of common stock to an offering of units consisting of Series A Preferred Stock and warrants.  On March 13, 2013, we entered into a Securities Purchase Agreement with the unit purchasers pursuant to which, on March 13, 2013, we issued and sold to the unit purchasers an aggregate of 6,300 units, each consisting of (a) one share of Series A Preferred Stock and (b) a warrant to purchase, at an exercise price of $6.96 per share, up to 100% of the shares of common stock issuable upon conversion of such share of Series A Preferred Stock.  The shares of Series A Preferred Stock comprising the units are convertible into an aggregate of 1,086,178 shares of our common stock and the warrants comprising the units are exercisable for an aggregate of 1,086,178 shares of our common stock, in each case subject to adjustment as described below.
 
As a result of the conversion of the offering from an offering of common stock to an offering of units, we agreed with the placement agent for the offering that, following the closing of the sale of the units, we would exchange the shares of common stock acquired by each first closing purchaser in the first closing for such number of units equal to the aggregate purchase price paid by such first closing purchaser in the first closing, divided by $1,000, in each case subject to the execution by the first closing purchaser of a consent to such modification.  Pursuant to this agreement, on May 13, 2013, we cancelled 163,107 of the 165,057 shares of common stock issued to the first closing purchasers and issued to such purchasers an aggregate of 1,140.35 units.
 
 
II-2

 
In addition, we also agreed with the placement agent for the offering that, following the closing of the sale of the units, we will issue to the holders of the 1,295,535 shares of common stock issued by us at a price of $6.25 per share pursuant to the 2011 private placement such number of shares of common stock as would reduce the per share purchase price paid by such holders for such shares from $6.25 per share to $5.80 per share, in each case subject to the execution by the holder of a consent to such modification.
 
Pursuant to a placement agent agreement between us and Andrew Garrett, Inc., the placement agent for the offering of the units, at the closing of the sale of the units we paid Andrew Garrett, Inc., as a commission, an 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, we issued to Andrew Garrett, Inc., as partial consideration for its services as placement agent for the offering, warrants to purchase up to 256,556 shares of common stock.  Half of such warrants are exercisable at an exercise price of $5.80 per share, and the remainder of such warrants are exercisable at an exercise price of $6.96 per share. We have issued to Andrew Garrett, Inc. warrants to purchase an aggregate of 215 shares of common stock at an exercise price of $7.00 per share in partial consideration for its service as placement agent for the initial closing of the private placement described herein (representing 10% of the shares issued in the initial closing and not exchanged for Units).
 
Item 16. Exhibits
 
Exhibit Number
 
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
 
Certificate of Designation of Preferences and Rights of Series A 5% Convertible Preferred Stock (2)
3.4
 
Bylaws of Integrity Applications, Inc. (1)
4.1
 
Specimen Certificate Evidencing Shares of Common Stock (1)
4.2
 
Form of Common Stock Purchase Warrant (1)
4.3
 
Form of Securities Purchase Agreement (2)
4.4
 
Form of Common Stock Purchase Warrant (2)
4.5
 
Form of Registration Rights Agreement (2)
5.1
 
Opinion of Greenberg Traurig, LLP (11)
10.1*
 
Integrity Applications, Inc. 2010 Incentive Compensation Plan (1)
10.2
 
Form of Subscription Agreement between Integrity Applications, Inc. and the investor signatory thereto (1)
10.3
 
Registration Rights Agreement, dated December 16, 2010, by and among Integrity Applications, Inc., Andrew Garrett, Inc. and each investor signatory thereto (1)
10.4*
 
Form of Director and Officer Indemnification Agreement (1)
10.5
 
Exclusive Placement Agent Agreement, dated as of September 1, 2009, by and between Andrew Garrett, Inc. and A.D. Integrity Applications Ltd. (1)
 
 
II-3

 
 
 
Exhibit Number
 
Description
10.6
 
Amendment No. 1 to Exclusive Placement Agent Agreement, effective as of December 16th, 2010, by and between Andrew Garrett, Inc., Integrity Applications, Inc. and A.D. Integrity Applications Ltd. (1)
10.7*
 
Personal Employment Agreement, dated as of July 22, 2009, between A.D. Integrity Applications Ltd. and Avner Gal (1)
10.8*
 
Personal Employment Agreement, dated as of July 22, 2010, between A.D. Integrity Applications Ltd. and David Malka (1)
10.9*
 
Letter Agreement, dated November 10, 2010, by and among Integrity Applications Inc., Integrity Applications Ltd. and Xplanit Ltd. (1)
10.10
 
Irrevocable Undertaking of Indemnification, dated as of July 26, 2010, by and among Integrity Applications, Inc., Avner Gal, Zvi Cohen, Ilana Freger, David Malka and Alexander Raykhman (1)
10.11
 
Investment Agreement, dated February 18, 2003, between A.D. Integrity Applications Ltd., Avner Gal, Zvi Cohen, David Freger and David Malka and Yigal Dimri (1)
10.12
 
Agreement, dated as of November 1, 2005 by and between A.D. Integrity Applications Ltd. and Diabeasy Diabeasy cc. (4)
10.13
 
Agreement, dated as of October 2, 2005, by and between Technology Transfer Group and Integrity Applications Ltd. (1)
10.14*
 
Form of Stock Option Agreement (1)
10.15*
 
Form of Stock Option Agreement (ESOP) (1)
10.16
 
Letter of Approval, addressed to Integrity Applications Ltd. from the Ministry of Industry, Trade and Employment of the State of Israel (5)
10.17
 
Letter of Undertaking, addressed to the Ministry of Industry, Trade and Employment of the State of Israel - Office of the Chief Scientist from Integrity Applications Ltd. (3)
10.18
 
Investment Agreement, dated March 16, 2004, by and among A.D. Integrity Applications Ltd., Yitzhak Fisher, Asher Kugler and Nir Tarlovsky. (4)
10.19*
 
Personal Employment Agreement, dated as of December 6, 2011, between A.D. Integrity Applications Ltd. and Jacob Bar-Shalom. (6)
10.20*
 
Amendment to Personal Employment Agreement, effective as of July 15, 2012, between A.D. Integrity Applications Ltd. and Jacob Bar-Shalom. (7)
21.1
 
Subsidiaries of Integrity Applications, Inc. (1)
23.1
 
Consent of Fahn Kanne & Co. (10)
23.2
 
Consent of Greenberg Traurig, LLP (included in Exhibit 5.1) (8)
24.1
 
Power of Attorney (included on the signature page to the initial Registration Statement  filed with the Securities and Exchange Commission on April 29, 2013)
101.
 
INS XBRL Instance Document (9)
101.
 
SCH XBRL Schema Document (9)
101.
 
CAL XBRL Calculation Linkbase Document (9)
 
 
II-4

 
Exhibit Number
 
Description
 
101.
 
LAB XBRL Label Linkbase Document (9)
101.
 
PRE XBRL Presentation Linkbase Document (9)
——————————-
(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.
 
(2)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on March 18, 2013.
 
(3)
Previously filed as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-1, as filed with the SEC on October 7, 2011.
 
(4)
Previously filed as an exhibit to Amendment No. 2 to the Company’s Registration Statement on Form S-1, as filed with the SEC on October 27, 2011.
 
(5)
Previously filed as an exhibit to Amendment No. 3 to the Company’s Registration Statement on Form S-1, as filed with the SEC on November 10, 2011.
 
(6)
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as filed with the SEC on March 14, 2012.
 
(7)
Previously filed as an exhibit to the Company’s Post-Effective Amendment No. 1 to Form S-1, as filed with the SEC on September 28, 2012.
 
(8)
Previously filed as an exhibit to the Company’s Registration Statement on Form S-1, as filed with the SEC on April 29, 2013.
 
(9)
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC on April 1, 2013. Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 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, and otherwise are not subject to liability under those sections.
 
(10)
Previously filed as an exhibit to Pre-Effective Amendment No .1 to the Company’s Registration Statement on Form S-1, as filed with the SEC on May 13, 2013.
 
(11)
Filed herewith.
 
* Compensation Plan or Arrangement or Management Contract.
 
Item 17. Undertakings
 
(a)           The undersigned registrant hereby undertakes:
 
(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
 
 
II-5

 
(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
 
(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(4)           That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
(5)           That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(i)           Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;
 
(ii)           Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the undersigned registrant;
 
(iii)           The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and
 
(iv)           Any other communication that is an offer in the offering made by the registrant to the purchaser.
 
(b)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
 
II-6

 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Pre-Effective Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tel Aviv, State of Israel on May 14, 2013.
 
 
INTEGRITY APPLICATIONS, INC.
(Registrant)
 
       
 
By:
/s/ AVNER GAL
 
  Name:
Avner Gal
 
  Title:
Chief Executive Officer
 
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date
/s/ Avner Gal 
Avner Gal
 
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
 
May 14, 2013
         
/s/ Jacob Bar-Shalom 
Jacob Bar-Shalom
 
Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
 
May 14, 2013
         
*——————————
Zvi Cohen
 
Director
 
May 14, 2013
         
*——————————
Israel Ehrlich
 
Director
 
May 14, 2013
         
*——————————
Dr. Robert Fischell
 
Director
 
May 14, 2013
         
*——————————
Joel L. Gold
 
Director
 
May 14, 2013
         
*——————————
David Malka
 
Director and Executive Vice President of Operations
 
May 14, 2013
 
——————————
*Signed by Avner Gal as attorney in fact.
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit Number
 
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
 
Certificate of Designation of Preferences and Rights of Series A 5% Convertible Preferred Stock (2)
3.4
 
Bylaws of Integrity Applications, Inc. (1)
4.1
 
Specimen Certificate Evidencing Shares of Common Stock (1)
4.2
 
Form of Common Stock Purchase Warrant (1)
4.3
 
Form of Securities Purchase Agreement (2)
4.4
 
Form of Common Stock Purchase Warrant (2)
4.5
 
Form of Registration Rights Agreement (2)
5.1
 
Opinion of Greenberg Traurig, LLP (11)
10.1*
 
Integrity Applications, Inc. 2010 Incentive Compensation Plan (1)
10.2
 
Form of Subscription Agreement between Integrity Applications, Inc. and the investor signatory thereto (1)
10.3
 
Registration Rights Agreement, dated December 16, 2010, by and among Integrity Applications, Inc., Andrew Garrett, Inc. and each investor signatory thereto (1)
10.4*
 
Form of Director and Officer Indemnification Agreement (1)
10.5
 
Exclusive Placement Agent Agreement, dated as of September 1, 2009, by and between Andrew Garrett, Inc. and A.D. Integrity Applications Ltd. (1)
10.6
 
Amendment No. 1 to Exclusive Placement Agent Agreement, effective as of December 16th, 2010, by and between Andrew Garrett, Inc., Integrity Applications, Inc. and A.D. Integrity Applications Ltd. (1)
10.7*
 
Personal Employment Agreement, dated as of July 22, 2009, between A.D. Integrity Applications Ltd. and Avner Gal (1)
10.8*
 
Personal Employment Agreement, dated as of July 22, 2010, between A.D. Integrity Applications Ltd. and David Malka (1)
10.9*
 
Letter Agreement, dated November 10, 2010, by and among Integrity Applications Inc., Integrity Applications Ltd. and Xplanit Ltd. (1)
10.10
 
Irrevocable Undertaking of Indemnification, dated as of July 26, 2010, by and among Integrity Applications, Inc., Avner Gal, Zvi Cohen, Ilana Freger, David Malka and Alexander Raykhman (1)
10.11
 
Investment Agreement, dated February 18, 2003, between A.D. Integrity Applications Ltd., Avner Gal, Zvi Cohen, David Freger and David Malka and Yigal Dimri (1)
10.12
 
Agreement, dated as of November 1, 2005 by and between A.D. Integrity Applications Ltd. and Diabeasy Diabeasy cc. (4)
10.13
 
Agreement, dated as of October 2, 2005, by and between Technology Transfer Group and Integrity Applications Ltd. (1)
10.14*
 
Form of Stock Option Agreement (1)
10.15*
 
Form of Stock Option Agreement (ESOP) (1)
10.16
 
Letter of Approval, addressed to Integrity Applications Ltd. from the Ministry of Industry, Trade and Employment of the State of Israel (5)
10.17
 
Letter of Undertaking, addressed to the Ministry of Industry, Trade and Employment of the State of Israel - Office of the Chief Scientist from Integrity Applications Ltd. (3)
10.18
 
Investment Agreement, dated March 16, 2004, by and among A.D. Integrity Applications Ltd., Yitzhak Fisher, Asher Kugler and Nir Tarlovsky. (4)
10.19*
 
Personal Employment Agreement, dated as of December 6, 2011, between A.D. Integrity Applications Ltd. and Jacob Bar-Shalom. (6)
10.20*
 
Amendment to Personal Employment Agreement, effective as of July 15, 2012, between A.D. Integrity Applications Ltd. and Jacob Bar-Shalom. (7)
21.1
 
Subsidiaries of Integrity Applications, Inc. (1)
23.1
 
Consent of Fahn Kanne & Co. (10)
 
 
 

 
Exhibit Number
 
Description
23.2
 
Consent of Greenberg Traurig, LLP (included in Exhibit 5.1) (8)
24.1
 
Power of Attorney (included on the signature page to the initial Registration Statement  filed with the Securities and Exchange Commission on April 29, 2013)
101.
 
INS XBRL Instance Document (9)
101.
 
SCH XBRL Schema Document (9)
101.
 
CAL XBRL Calculation Linkbase Document (9)
101.
 
LAB XBRL Label Linkbase Document (9)
101.
 
PRE XBRL Presentation Linkbase Document (9)
 
——————————
(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.
 
(2)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on March 18, 2013.
 
(3)
Previously filed as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-1, as filed with the SEC on October 7, 2011.
 
(4)
Previously filed as an exhibit to Amendment No. 2 to the Company’s Registration Statement on Form S-1, as filed with the SEC on October 27, 2011.
 
(5)
Previously filed as an exhibit to Amendment No. 3 to the Company’s Registration Statement on Form S-1, as filed with the SEC on November 10, 2011.
 
(6)
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as filed with the SEC on March 14, 2012.
 
(7)
Previously filed as an exhibit to the Company’s Post-Effective Amendment No. 1 to Form S-1, as filed with the SEC on September 28, 2012.
 
(8)
Previously filed as an exhibit to the Company’s Registration Statement on Form S-1, as filed with the SEC on April 29, 2013.
 
(9)
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC on April 1, 2013. Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 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, and otherwise are not subject to liability under those sections.
 
(10)
Previously filed as an exhibit to Pre-Effective Amendment No .1 to the Company’s Registration Statement on Form S-1, as filed with the SEC on May 13, 2013.
 
(11)
Filed herewith.
 
* Compensation Plan or Arrangement or Management Contract.