SC 13D

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13DUnder the Securities Act of 1934 (Amendment No. __)*

INTEGRITY APPLICATIONS, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

45824Q101

(CUSIP Number)

Philip Darivoff

c/o Integrity Applications, Inc.

19 Ha’Yahalomim St. P.O. Box 12163

Ashdod, Israel, L3 7760049

Telephone:  972 (8) 675-7878

(Name, address and telephone number of person authorized to receive notices and communications)

November 9, 2016

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ☒.

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.

————————————————

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

	CUSIP No. 45824Q101
1	NAMES OF REPORTING PERSONS
	Vayikra Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			607,591 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			607,591 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	607,591 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.9% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Includes 138,890 shares of Common Stock (as defined herein) to be issued upon the conversion of shares of the Issuer’s Series B Preferred Stock (as defined herein), and 54,329 shares of Common Stock issuable upon the exercise of the Issuer’s B-1 Warrants (as defined herein).  An aggregate of 361,190 shares of Common Stock underlying certain Excluded Preferred Stock and Warrants (as defined herein) have been excluded from the Reporting Person’s beneficial ownership due to a Conversion Blocker (as defined below) held by the Reporting Person, to the extent that the Reporting Person would, after such conversion or exercise, beneficially own in excess of 9.99% of the shares of Common Stock outstanding.  See Item 5 of this Schedule 13D.

(2) The calculation of the percentage is based on (i) 5,912,702 shares of Common Stock issued and outstanding as of November 14, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, (ii) 138,890 shares of Common Stock to be issued upon the conversion of shares of the Issuer’s Series B Preferred Stock held by the Reporting Person, and (iii) 54,329 shares of Common Stock issuable upon the exercise of the Issuer’s B-1 Warrants held by the Reporting Person.

	CUSIP No. 45824Q101
1	NAMES OF REPORTING PERSONS
	Philip Darivoff
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			3,333 (1)
		8	SHARED VOTING POWER
			607,591 (2)
		9	SOLE DISPOSITIVE POWER
			3,333 (1)
		10	SHARED DISPOSITIVE POWER
			607,591 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	610,924 (1)(2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.9% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Includes 3,333 shares of Common Stock (as defined herein) issuable upon exercise of the Option (as defined herein) held by the Reporting Person.

(2) Includes 138,890 shares of Common Stock (as defined herein) to be issued upon the conversion of shares of the Issuer’s Series B Preferred Stock (as defined herein), and 54,329 shares of Common Stock issuable upon the exercise of the Issuer’s B-1 Warrants (as defined herein).  An aggregate of 361,190 shares of Common Stock underlying certain Excluded Preferred Stock and Warrants (as defined herein) have been excluded from the Reporting Person’s beneficial ownership due to a Conversion Blocker (as defined below) held by the Reporting Person, to the extent that the Reporting Person would, after such conversion or exercise, beneficially own in excess of 9.99% of the shares of Common Stock outstanding.  See Item 5 of this Schedule 13D.

(3) The calculation of the percentage is based on (i) 5,912,702 shares of Common Stock issued and outstanding as of November 14, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, (ii) 138,890 shares of Common Stock to be issued upon the conversion of shares of the Issuer’s Series B Preferred Stock held by the Reporting Person, (iii) 3,333 shares of Common Stock issuable upon the exercise of the Option held by the Reporting Person, and (iv) 54,329 shares of Common Stock issuable upon the exercise of the Issuer’s B-1 Warrants held by the Reporting Person.

ITEM 1.  Security and Issuer

This Schedule 13D (this “13D”) is filed with respect to the common stock, par value $0.001 per share (“Common Stock”), of Integrity Applications, Inc., a corporation incorporated under the laws of Delaware (the “Issuer”).  The address of the Issuer’s principal executive offices is 19 Ha’Yahalomim St., P.O. Box 12163, Ashdod, Israel L3 7760049.

ITEM 2.  Identity and Background

(a)         This 13D is filed by Mr. Philip Darivoff, an individual (“Darivoff”), and Vayikra Capital, LLC, a limited liability company organized under the laws of Delaware (“Vayikra Capital” and together with Darivoff, the “Reporting Persons”).  Darivoff is the sole member of Vayikra Capital and has voting and investment control of the shares of Common Stock, preferred stock and warrants owned by Vayikra Capital.

(b)         Darivoff’s residence address is c/o Integrity Applications, Inc., 19 Ha’Yahalomim St., P.O. Box 12163, Ashdod, Israel L3 7760049.  The principal office address of Vayikra Capital is 1 Farmstead Road, Short Hills, NJ 07078.

(c)          Darivoff is a self-employed private investor.  The principal business of Vayikra Capital is making and holding investments.

(d) and (e)          To the knowledge of each Reporting Person, during the last five years, no Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws.

(f)          Darivoff is a citizen of the United States of America.

ITEM 3. Source and Amount of Funds or Other Consideration

The Reporting Persons have acquired beneficial ownership of the shares of Common Stock through (i) purchase of Common Stock, (ii) purchase of Series B Preferred Stock, par value $0.001 per share, of the Issuer (the “Series B Preferred Stock”), (iii) purchase of Series B-1 warrants to purchase shares of Common Stock (the “B-1 Warrants”) and (iv) a grant of an option (the “Option”) to purchase 26,666 shares of Common Stock at an exercise price equal to $4.50, which such Option shall vest in eight (8) equal quarterly installments with the first installment on February 15, 2017.  The Option was granted pursuant to the terms of the Issuer’s 2010 Incentive Compensation Plan (as amended, the “Plan”).

The Reporting Persons acquired all shares of Common Stock, Series B Preferred Stock and B-1 Warrants using personal funds, and acquired the option to acquire shares of Common Stock, as disclosed in this 13D, pursuant to the Option which was granted by the Issuer in exchange for Darivoff’s services as a director of the Board (as defined below).  Such shares of Common Stock, Series B Preferred Stock, B-1 Warrants, and the Option, are referred to collectively in this 13D as the “Existing Issuer Securities”.

ITEM 4. Purpose of Transaction

The Reporting Persons acquired the Existing Issuer Securities either for investment purposes or as compensation for services rendered to the Issuer.  On November 9, 2016, Darivoff became a member of the Issuer’s Board of Directors (the “Board”).  This 13D is being filed in connection with Darivoff’s membership on the Board.

Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, whether the Reporting Persons are able to convert or exercise, as applicable, any of the Excluded Preferred Stock and Warrants (as defined below) in compliance with the Conversion Blocker (as defined below), actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation: (i) continuing to hold the Common Stock for investment; (ii) acquiring additional shares of Common Stock in the open market or in privately negotiated transactions; or (iii) selling some or all of his shares of Common Stock in the open market or in privately negotiated transactions.

The foregoing list of intentions, plans, strategies, negotiations, discussion, activities and potential transactions under consideration is subject to termination, modification, or change at any time, without notice, and there can be no assurance that the Reporting Persons will take any of the actions set forth above.

Except as set forth in this Item 4, the Reporting Person has no plans or proposals that relate to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.

ITEM 5. Interest in Securities of the Issuer

(a)       and (b)      The Reporting Persons beneficially own shares of Common Stock as follows:

Name and Title of Beneficial Owner	Number of Outstanding Common Shares Beneficially Owned			Sole or Shared Voting	Sole or Shared Dispositive	Percentage of Outstanding Common Shares
Philip Darivoff		3,333	(1)	Sole	Sole		0.056	%(2)
		607,591	(3)	Shared	Shared		9.9	%(4)
Total:		610,924	(1)(3)				9.9	%(5)
Vayikra Capital, LLC		607, 591	(3)	Shared	Shared		9.9	%(4)

______________

(1) Includes 3,333 shares of Common Stock issuable upon exercise of the Option held by Darivoff.

(2) The calculation of the percentage is based on (i) 5,912,702 shares of Common Stock issued and outstanding as of November 14, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and (ii) 3,333 shares of Common Stock issuable upon the exercise of the Option.

(3) Includes 138,890 shares of Common Stock to be issued upon the conversion of shares of the Issuer’s Series B Preferred Stock held by Vayikra Capital and 54,329 shares of Common Stock issuable upon the exercise of the B-1 Warrants held by Vayikra Capital.

(4) The calculation of the percentage is based on (i) 5,912,702 shares of Common Stock issued and outstanding as of November 14, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, (ii) 138,890 shares of Common Stock to be issued upon the conversion of shares of the Issuer’s Series B Preferred Stock held by the Reporting Person, and (iii) 54,329 shares of Common Stock issuable upon the exercise of the Issuer’s B-1 Warrants held by the Reporting Person.

(5) The calculation of the percentage is based on (i) 5,912,702 shares of Common Stock issued and outstanding as of November 14, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, (ii) 138,890 shares of Common Stock to be issued upon the conversion of shares of the Issuer’s Series B Preferred Stock held by the Reporting Person, (iii) 3,333 shares of Common Stock issuable upon the exercise of the Option held by the Reporting Person, and (iv) 54,329 shares of Common Stock issuable upon the exercise of the Issuer’s B-1 Warrants held by the Reporting Person.

Excluded from each Reporting Person’s beneficial ownership are an aggregate of 361,190 shares of Common Stock underlying certain securities including: (i) 53,430 shares of Common Stock underlying B-1 Warrants owned by Vayikra Capital, (ii) 107,759 shares of Common Stock underlying Series B-2 warrants owned by Vayikra Capital (“B-2 Warrants” and together with the B-1 Warrants, the “B-1 and B-2 Warrants”), (iii) 66,667 shares of Common Stock underlying Series C 5.5% Convertible Preferred Stock, par value $0.001 per share, of the Issuer (the “Series C Preferred Stock”) owned by Vayikra Capital, (iv) 66,667 shares of Common Stock underlying Series C-1 warrants owned by Vayikra Capital (“C-1 Warrants”), and (v) 66,667 shares of Common Stock underlying Series C-2 warrants owned by Vayikra Capital (“C-2 Warrants”, and together with the C-1 Warrants, the “C-1 and C-2 Warrants”).  The excluded B-1 and B-2 Warrants, Series C Preferred Stock, and C-1 and C-2 Warrants are collectively referred to as the “Excluded Preferred Stock and Warrants”.  The Excluded Preferred Stock and Warrants are not beneficially owned by the Reporting Persons due to the beneficial ownership limitation in the form of a conversion cap that precludes the Reporting Persons from converting or exercising, as applicable, such Excluded Preferred Stock and Warrants, to the extent that the Reporting Persons would, after such conversion or exercise, collectively beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of 9.99% of the shares of Common Stock outstanding.  The Reporting Persons may choose to convert or exercise, as applicable, the Excluded Preferred Stock and Warrants, while continuing to comply with such beneficial ownership limitation.

The Reporting Person’s responses to Items 3, 4 and 6 to this 13D is incorporated by reference in this Item 5.  The Reporting Person’s responses to cover page Items 7 through 10 of this 13D, including the footnotes thereto, are incorporated by reference in this Item 5.

On November 15, 2016, and in connection with Darivoff’s nomination as a director of the Board, Darivoff entered into a Non-Qualified Stock Option Agreement with the Issuer, granting Darivoff the Option.  On November 30, 2016, Vayikra Capital purchased, in a private placement with the Issuer and for an aggregate purchase price of $300,000, Series C Preferred Stock, Series C-1 Warrants and Series C-2 Warrants convertible or exercisable into, as applicable, an aggregate of 200,001 shares of Common Stock (the “Series C Purchase”).  Other than the Option and the Series C Purchase, the Reporting Persons have not effected any other transactions in the shares of Common Stock during the past sixty days.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Series A 5% Convertible Preferred Stock and Warrant Issuance

On March 13, 2013, the Issuer entered into a Securities Purchase Agreement (the “Series A Purchase Agreement”) with Vayikra Capital (among other purchasers), providing for the issuance and sale of 375 Series A units, consisting of Series A Preferred Stock and Warrants convertible or exercisable, as applicable, into 83,333 shares of Common Stock (collectively, the “Series A Units”).  The Series A Purchase Agreement included a provision granting Vayikra Capital the option (under certain limited circumstances) to require the Issuer to amend the terms of the Series A Purchase Agreement so as to match the terms of any subsequent issuance for which Vayikra Capital believes is more favorable (the “MFN Clause”). Pursuant to the MFN Clause, Vayikra Capital exercised its option to exchange all of its Series A Units for Series B Units (as defined below).

Series B 5.5% Convertible Preferred Stock and Warrant Issuance

On August 29, 2014, the Issuer entered into a Securities Purchase Agreement (the “Series B Purchase Agreement”) with Vayikra Capital (among other purchasers), providing for the issuance and sale of 250 Series B units, consisting of Series B Preferred Stock, B-1 and B-2 Warrants, each of which are convertible or exercisable, as applicable, into 55,556 shares of Common Stock (subject to adjustment as set forth below) (collectively, the “Series B Units”), in exchange for an aggregate purchase price of $250,000.  The closing of the transactions contemplated by the Series B Purchase Agreement occurred simultaneously with signing of the Series B Purchase Agreement.  The issuance of the Series B Units was made pursuant to Section 4(2) of the Securities Act of 1933, as amended.  The terms of the Series B Purchase Agreement and related agreements are as follows:

Conversion.  Subject to certain ownership limitations described below, the Series B Preferred Stock is convertible at the option of the holder at any time and from time to time into shares of Common Stock at a conversion price of $4.50 per share (calculated by dividing the stated value per share of Series B Preferred Stock, which is initially $1,000, by the conversion price per share).  The conversion price of the Series B Preferred Stock is subject to adjustment for certain issuances of Common Stock or other securities of the Issuer at an effective price per share that is lower than the conversion price then in effect, as well as for stock splits, stock dividends, combinations of shares, similar recapitalization transactions and certain pro-rata distributions to common stockholders.  In addition, the holders of Series B Preferred Stock will be entitled to receive any securities or rights to acquire securities or property granted or issued by the Issuer pro rata to the holders of Common Stock to the same extent as if such holders had converted all of their shares of Series B Preferred Stock prior to such distribution.  In the event of a fundamental transaction, such as a merger, consolidation, sale of substantially all assets and similar reorganizations or recapitalizations of the Issuer, the holders of Series B Preferred Stock will be entitled to receive, upon conversion of their shares of Preferred Stock, any securities or other consideration received by the holders of the Common Stock pursuant to the fundamental transaction.

Dividends.  Holders of Series B Preferred Stock are entitled to receive cumulative dividends at a rate of 5.5% per annum, based on the stated value per share of Series B Preferred Stock.  Dividends on the Series B Preferred Stock are payable quarterly on March 31, June 30, September 30 and December 31 of each year, beginning on September 30, 2014, and on each conversion date (with respect to the shares of Series B Preferred Stock being converted).  For so long as required under the terms of the Certificate of Designations for the Issuer’s outstanding Series A 5% Convertible Preferred Stock, dividends will be payable only in shares of Common Stock.  Thereafter, dividends on the Series B Preferred Stock will be payable, at the option of the Issuer, in cash and/or, if certain conditions are satisfied, shares of Common Stock or a combination of both.  Shares of Common Stock issued as payment of dividends will be valued at the lower of (a) the then current conversion price of the Series B Preferred Stock or (b) the average of the volume weighted average price for the Common Stock on the principal trading market therefor for the 10 trading days immediately prior to the applicable dividend payment date.  The Issuer will incur a late fee of 9% per annum, payable in cash, on dividends that are not paid within three trading days of the applicable dividend payment date.

Redemption.  Subject to any limitations under the under the terms of the Certificate of Designations for the Issuer’s outstanding Series A 5% Convertible Preferred Stock, the Issuer may become obligated to redeem the Series B Preferred Stock in cash upon the occurrence of certain triggering events, including, among others, a material breach by the Issuer of certain contractual obligations to the holders of the Series B Preferred Stock, the occurrence of a change in control of the Issuer, the occurrence of certain insolvency events relating to the Issuer, or the failure of the Common Stock to continue to be listed or quoted for trading on one or more specified United States securities exchanges or a regulated quotation service.  In addition, upon the occurrence of certain triggering events, each holder of Series B Preferred Stock will have the option to require the Issuer to redeem such holder’s shares of Series B Preferred Stock for a redemption price payable in shares of Common Stock or receive an increased dividend rate of 9% on all of such holder’s outstanding Series B Preferred Stock.

Forced Conversion.  Subject to certain conditions contained in the Certificate of Designations, Preferences and Rights relating to the Series B Preferred Stock, as filed with the Secretary of State of Delaware on August 29, 2014 (the “Series B Certificate of Designations”), the Issuer will have the option to force the conversion of the Series B Preferred Stock (in whole or in part) if (i) the volume weighted average price for the Common Stock on its principal trading market exceeds $10.00 for each of any 20 trading days during any 30 consecutive trading day period and the average daily dollar trading value for the Common Stock during such 30 day period exceeds $50,000 or (ii) the Issuer receives approval to list the Common Stock on a national securities exchange.

Compensation for Buy-In.  If the Issuer fails to timely deliver certificates for shares of Common Stock issuable upon conversion of the Series B Preferred Stock (the “Series B Conversion Shares”) and, as a result, the holder is required by its brokerage firm to purchase shares of Common Stock to deliver in satisfaction of a sale by such holder of the Conversion Shares (a “Buy-In”), the Issuer will be required to: (a) pay the converting holder in cash an amount equal to the amount, if any, by which such holder’s total purchase price (including any brokerage commissions) for the shares of Common Stock so purchased exceeds the product of (i) the aggregate number of Series B Conversion Shares due to the holder, multiplied by (ii) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions); and (b) at the option of such holder, either reissue (if surrendered) the shares of Series B Preferred Stock equal to the number of shares of Series B Preferred Stock submitted for conversion (in which case, such conversion will be deemed rescinded) or deliver to such holder the number of shares of Common Stock that would have been issued if the Issuer had timely complied with its delivery requirements.  In addition, the Issuer will be required to pay partial liquidated damages of $10 for each $1,000 of stated value of any shares of Series B Preferred Stock which have been converted by a holder and in respect of which the Issuer fails to deliver Series B Conversion Shares by the eighth day following the applicable conversion date.

Negative Covenants.  As long as at least 35% of the originally issued shares of Series B Preferred Stock are outstanding, without the written consent of the holders of a majority in stated value of the outstanding Series B Preferred Stock, the Issuer will not be permitted to, among other things, incur indebtedness or liens not permitted under the Series B Certificate of Designations; repay, repurchase, pay dividends on or otherwise make distributions in respect of any shares of Common Stock or other securities junior to the Series B Preferred Stock; or enter into certain transactions with affiliates of the Issuer.

Beneficial Ownership Limitation. Subject to the beneficial ownership limitation described below, holders of Series B Preferred Stock will vote together with the holders of Common Stock and Series A 5% Convertible Preferred Stock on an as-converted basis.  Holders will not be permitted to convert their Series B Preferred Stock if such conversion would cause such holder to beneficially own more than 4.99% of the outstanding Common Stock (subject to increase to 9.99%, at the option of the holder, upon no less than 61 days prior written notice to the Issuer) (the “Series B Beneficial Ownership Limitation”).  In addition, no holder may vote any shares of Series B Preferred Stock (on an as converted to Common Stock basis) in excess of the Series B Beneficial Ownership Limitation.

Most Favored Nation.  Subject to certain limitations, so long as any purchaser holds any shares of Series B Preferred Stock, if (a) the Issuer sells any shares of Common Stock or other securities convertible into, or rights to acquire, Common Stock and (b) a purchaser then holding Series B Preferred Stock, B-1 and B-2 Warrants, Series B Conversion Shares or Series B Warrant Shares (defined below) reasonably believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to the purchaser in such subsequent sale of securities than are the terms and conditions granted to such purchaser, then the purchaser will be permitted to require the Issuer to amend the terms of this transaction (only with respect to such purchaser) so as to match the terms of the subsequent issuance (including, for the avoidance of doubt, any terms and provisions that are or may be less favorable to such purchaser).

Warrants.  The B-1 and B-2 Warrants have a five-year term commencing on August 29, 2014 and ending on August 28, 2019.  Until the end of the term, (i) the B-1 Warrants will be exercisable at any time and from time to time at an exercise price of $5.80 per share and (ii) the B-2 Warrants will be exercisable at any time and from time to time at an exercise price of $10.00 per share.  The B-1 and B-2 Warrants contain adjustment provisions substantially similar to those to the adjustment provisions of the Series B Preferred Stock as described above, except that the B-1 and B-2 Warrants shall not include dilution protection for issuances of securities at an effective price per share lower than the conversion price of such B-1 and B-2 Warrants.  In addition, the B-1 and B-2 Warrants provide for protection for a Buy-In on substantially the same terms as described above with respect to the Series B Preferred Stock.  No holder may exercise its B-1 and B-2 Warrants in excess of the Series B Beneficial Ownership Limitation.

Registration Rights. In connection with the sale of the Series B Units, the Issuer entered into a Registration Rights Agreement with Vayikra Capital (among other purchasers) (the “Series B Registration Rights Agreement”), pursuant to which, subject to certain exceptions, the Issuer has agreed to file with the Securities and Exchange Commission (“SEC”), no later than 90 days after the issuance of the Series B Units, a registration statement covering the resale of all of (a) the Series B Conversion Shares; (b) the shares of Common Stock issuable upon exercise of the B-1 and B-2 Warrants in full (the “Series B Warrant Shares”); (c) the shares of Common Stock issuable as dividends on the Series B Preferred Stock (assuming all dividends are made in shares of Common Stock); (d) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Series B Preferred Stock or the B-1 or B-2 Warrants; and (e) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.  Subject to certain exceptions and limitations specified in the Series B Registration Rights Agreement, the Issuer will be required to pay each holder partial liquidated damages in the amount of 2% of the aggregate purchase price paid by such holder pursuant to the Series B Purchase Agreement if the Issuer fails to timely file a registration statement; timely file a request for acceleration of a registration statement; timely respond to SEC comments with respect to a registration statement; obtain the effectiveness of a registration statement within 90 days from the filing thereof; or maintain the effectiveness of a registration statement for the periods required under the Series B Registration Rights Agreement.

Series C 5.5% Convertible Preferred Stock and Warrant Issuance

On November 30, 2016, the Issuer entered into a Securities Purchase Agreement (the “Series C Purchase Agreement”) with Vayikra Capital (among other purchasers), providing for the issuance and sale of 300 shares of Series C 5.5% Convertible Preferred Stock, par value $0.001 per share, C-1 Warrants and C-2 Warrants (“C-1 and C-2 Warrants”), each of which are convertible or exercisable, as applicable, into 66,667 shares of Common Stock (subject to adjustment as set forth below) (collectively, the “Series C Units”), for an aggregate purchase price of $300,000.  The closing of the transactions contemplated by the Series C Purchase Agreement occurred simultaneously with signing of the Series C Purchase Agreement.  The issuance of the Series C Units was made pursuant to Section 4(2) of the Securities Act of 1933, as amended. The terms of the Series C Purchase Agreement and related agreements are as follows:

Conversion.  Subject to certain ownership limitations described below, the Series C Preferred Stock is convertible at the option of the holder at any time and from time to time into shares of Common Stock at a conversion price of $4.50 per share (calculated by dividing the stated value per share of Series C Preferred Stock, which is initially $1,000, by the conversion price per share).  The conversion price of the Series C Preferred Stock is subject to adjustment for certain issuances of Common Stock or other securities of the Issuer at an effective price per share that is lower than the conversion price then in effect, as well as for stock splits, stock dividends, combinations of shares, similar recapitalization transactions and certain pro-rata distributions to common stockholders.  In addition, the holders of Series C Preferred Stock will be entitled to receive any securities or rights to acquire securities or property granted or issued by the Issuer pro rata to the holders of Common Stock to the same extent as if such holders had converted all of their shares of Series C Preferred Stock prior to such distribution.  In the event of a fundamental transaction, such as a merger, consolidation, sale of substantially all assets and similar reorganizations or recapitalizations of the Issuer, the holders of Series C Preferred Stock will be entitled to receive, upon conversion of their shares of Series C Preferred Stock, any securities or other consideration received by the holders of the Common Stock pursuant to the fundamental transaction.

Dividends.  Holders of Series C Preferred Stock are entitled to receive cumulative dividends at a rate of 5.5% per annum, based on the stated value per share of Series C Preferred Stock.  Dividends on the Series C Preferred Stock are payable quarterly on March 31, June 30, September 30 and December 31 of each year, beginning on June 30, 2016, and on each conversion date (with respect to the shares of Series C Preferred Stock being converted).  For so long as required under the terms of the Certificate of Designations for the Issuer’s outstanding Series A 5% Convertible Preferred Stock or Series B Preferred Stock, dividends will be payable only in shares of Common Stock.  Thereafter, dividends on the Series C Preferred Stock will be payable, at the option of the Issuer, in cash and/or, if certain conditions are satisfied, shares of Common Stock or a combination of both.  Shares of Common Stock issued as payment of dividends will be valued at the lower of (a) the then current conversion price of the Series C Preferred Stock or (b) the average of the volume weighted average price for the Common Stock on the principal trading market therefor for the 10 trading days immediately prior to the applicable dividend payment date.  The Issuer will incur a late fee of 9% per annum, payable in cash, on dividends that are not paid within three trading days of the applicable dividend payment date.

Redemption.  Subject to any limitations under the under the terms of the Certificate of Designations for the Issuer’s outstanding Series A 5% Convertible Preferred Stock or Series B Preferred Stock, the Issuer may become obligated to redeem the Series C Preferred Stock in cash upon the occurrence of certain triggering events, including, among others, a material breach by the Issuer of certain contractual obligations to the holders of the Series C Preferred Stock, the occurrence of a change in control of the Issuer, the occurrence of certain insolvency events relating to the Issuer, or the failure of the Common Stock to continue to be listed or quoted for trading on one or more specified United States securities exchanges or a regulated quotation service.  In addition, upon the occurrence of certain triggering events, each holder of Series C Preferred Stock will have the option to require the Issuer to redeem such holder’s shares of Series C Preferred Stock for a redemption price payable in shares of Common Stock or receive an increased dividend rate of 9% on all of such holder’s outstanding Series C Preferred Stock.

Forced Conversion.  Subject to certain conditions contained in the Certificate of Designations, Preferences and Rights relating to the Series C Preferred Stock as filed with the Secretary of State of Delaware on April 8, 2016 (the “Series C Certificate of Designations”), the Issuer will have the option to force the conversion of the Series C Preferred Stock (in whole or in part) if (a) the volume weighted average price for the Common Stock on its principal trading market exceeds $10.00 for each of any 20 trading days during any 30 consecutive trading day period and the average daily dollar trading value for the Common Stock during such 30 day period exceeds $50,000 or (b) the Issuer receives approval to list the Common Stock on a national securities exchange.

Compensation for Buy-In.  Subject to certain exceptions contained in the Series C Certificate of Designations, if the Issuer fails to timely deliver certificates for shares of Common Stock issuable upon conversion of the Series C Preferred Stock (the “Series C Conversion Shares”) and, as a result, the holder is required to do a Buy-In, the Issuer will be required to: (a) pay the converting holder in cash an amount equal to the amount, if any, by which such holder’s total purchase price (including any brokerage commissions) for the shares of Common Stock so purchased exceeds the product of (i) the aggregate number of Series C Conversion Shares due to the holder, multiplied by (ii) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions); and (b) at the option of such holder, either reissue (if surrendered) the shares of Series C Preferred Stock equal to the number of shares of Series C Preferred Stock submitted for conversion (in which case, such conversion will be deemed rescinded) or deliver to such holder the number of shares of Common Stock that would have been issued if the Issuer had timely complied with its delivery requirements.  In addition, the Issuer will be required to pay partial liquidated damages of $10 for each $1,000 of stated value of any shares of Series C Preferred Stock which have been converted by a holder and in respect of which the Issuer fails to deliver Series C Conversion Shares by the fifth trading day following the applicable conversion date and the Issuer will continue to pay such partial liquidated damages for each trading day after such eighth trading day until such certificates are delivered or the holder rescinds such conversion.

Negative Covenants.  As long as at least 35% of the originally issued shares of Series C Preferred Stock are outstanding, without the written consent of the holders of a majority in stated value of the outstanding Series C Preferred Stock, the Issuer will not be permitted to, among other things, incur indebtedness or liens not permitted under the Series C Certificate of Designations; repay, repurchase, pay dividends on or otherwise make distributions in respect of any shares of Common Stock or other securities junior to the Series C Preferred Stock; enter into certain transactions with affiliates of the Issuer; or enter into any agreement with respect to the foregoing.

Beneficial Ownership Limitation.  Subject to the beneficial ownership limitation described below, holders of Series C Preferred Stock will vote together with the holders of Common Stock and Series A 5% Convertible Preferred Stock and Series B Preferred Stock on an as-converted basis.  Holders will not be permitted to convert their Series C Preferred Stock if such conversion would cause such holder to beneficially own more than 4.99% of the outstanding Common Stock (subject to increase to 9.99%, at the option of the holder, upon no less than 61 days prior written notice to the Issuer) (the “Series C Beneficial Ownership Limitation” and together with the Series B Beneficial Ownership Limitation, the “Conversion Blocker”).  In addition, no holder may vote any shares of Series C Preferred Stock (on an as converted to Common Stock basis) in excess of the Series C Beneficial Ownership Limitation.

Most Favored Nation.  Subject to certain limitations, so long as any purchaser holds any shares of Series C Preferred Stock, if (a) the Issuer sells any shares of Common Stock or other securities convertible into, or rights to acquire, Common Stock and (b) a purchaser then holding Series C Preferred Stock, C-1 and C-2 Warrants, Series C Conversion Shares or Series C Warrant Shares (defined below) reasonably believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to the purchaser in such subsequent sale of securities than are the terms and conditions granted to such purchaser after taking into account all of the terms and conditions of the terms granted to the purchasers under the Series C Purchase Agreement and the terms granted in such subsequent issuance or sale, including all of the components of the Series C Units and of the securities or units involved in such subsequent issuance or sale, then the purchaser will be permitted to require the Issuer to amend the terms of this transaction (only with respect to such purchaser) so as to match the terms of the subsequent issuance (including, for the avoidance of doubt, any terms and provisions that are or may be less favorable to such purchaser).

Warrants.  The C-1 and C-2 Warrants have a five-year term commencing on November 30, 2016 and ending on November 30, 2021.  Until the end of the term, (i) the C-1 Warrants will be exercisable at any time and from time to time at an exercise price of $4.50 per share and (ii) the C-2 Warrants will be exercisable at any time and from time to time at an exercise price of $7.75 per share.  The C-1 and C-2 Warrants contain adjustment provisions substantially similar to those to the adjustment provisions of the Series C Preferred Stock as described above, except that the C-1 and C-2 Warrants shall not include dilution protection for issuances of securities at an effective price per share lower than the conversion price of such C-1 and C-2 Warrants.  In addition, the C-1 and C-2 Warrants provide for protection for a Buy-In on substantially the same terms as described above with respect to the Series C Preferred Stock.  No holder may exercise its C-1 and C-2 Warrants in excess of the Series C Beneficial Ownership Limitation.

Registration Rights.  In connection with the sale of the Series C Units, the Issuer entered into a Registration Rights Agreement with Vayikra Capital (among other purchasers) (the “Series C Registration Rights Agreement”) pursuant to which, subject to certain exceptions, the Issuer has agreed to file with the SEC, no later than 90 days after the final issuance of Series C Units, a registration statement covering the resale of all of (a) the Series C Conversion Shares; (b) the shares of Common Stock issuable upon exercise of the C-1 and C-2 Warrants in full (the “Series C Warrant Shares”); (c) the shares of Common Stock issuable as dividends on the Series C Preferred Stock (assuming all dividends are made in shares of Common Stock); (d) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Series C Preferred Stock or the C-1 and C-2 Warrants; and (e) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.  Subject to certain exceptions and limitations specified in the Series C Registration Rights Agreement, the Issuer will be required to pay each holder partial liquidated damages in the amount of 2% of the aggregate purchase price paid by such holder pursuant to the Series C Purchase Agreement if the Issuer fails to timely file a registration statement; timely file a request for acceleration of a registration statement; timely respond to SEC comments with respect to a registration statement; obtain the effectiveness of a registration statement within 90 days from the filing thereof; or maintain the effectiveness of a registration statement for the periods required under the Series C Registration Rights Agreement.

Non-Qualified Stock Option Agreement

The Reporting Person’s responses to Items 3, 4 and 5 to this 13D are incorporated by reference in this Item 6.

On November 15, 2016, and in connection with Darivoff’s nomination as a director of the Board, Darivoff entered into a Non-Qualified Stock Option Agreement with the Issuer, granting Darivoff the Option.  The Option was granted pursuant to the Plan.

The foregoing summary is qualified in its entirety by reference to the Series B Purchase Agreement, Series B Registration Rights Agreement, Series C Purchase Agreement, Series C Registration Rights Agreement and Non-Qualified Stock Option Agreement, which are attached as Exhibits 1, 2, 3, 4 and 6, respectively, and incorporated herein by reference.

ITEM 7. Material to be Filed as Exhibits

Exhibit Number	Description
1	Form of Series B Securities Purchase Agreement (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, as filed with the SEC on September 5, 2014)
2	Form of Series B Registration Rights Agreement (filed as Exhibit 4.4 to the Issuer’s Current Report on Form 8-K, filed with the SEC on September 5, 2014)
3	Form of Series C Securities Purchase Agreement (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, as filed with the SEC on December 5, 2016)
4	Form of Series C Registration Rights Agreement (filed as Exhibit 4.4 to the Issuer’s Current Report on Form 8-K, filed with the SEC on December 5, 2016)
5	Integrity Applications, Inc. 2010 Incentive Compensation Plan (filed as Exhibit 10.1 to the Issuer’s Registration Statement on Form S-1, as filed with the SEC on August 22, 2011
6	Form of Non-Qualified Stock Option Agreement

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  January 13, 2017	/s/   Philip Darivoff
	Philip Darivoff

EXHIBIT INDEX

Exhibit Number	Description
99.1	Form of Securities Purchase Agreement (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, as filed with the SEC on September 5, 2014)
99.2	Form of Registration Rights Agreement (filed as Exhibit 4.4 to the Issuer’s Current Report on Form 8-K, filed with the SEC on September 5, 2014)
99.3	Form of Securities Purchase Agreement (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, as filed with the SEC on December 5, 2016)
99.4	Form of Registration Rights Agreement (filed as Exhibit 4.4 to the Issuer’s Current Report on Form 8-K, filed with the SEC on December 5, 2016)
99.5	Integrity Applications, Inc. 2010 Incentive Compensation Plan (filed as Exhibit 10.1 to the Issuer’s Registration Statement on Form S-1, as filed with the SEC on August 22, 2011
99.6	Form of Non-Qualified Stock Option Agreement

EX-99.6

Exhibit 99.6

INTEGRITY APPLICATIONS, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

FOR

PHILIP DARIVOFF

Agreement

WHEREAS, on November 15, 2016,the Compensation Committee of  the Board of Directors ofIntegrity Applications, Inc., a Delaware corporation (the “Company”) approved the issuance to Philip Darivoff of an option to purchase up to 26,666 shares of the Company’s common stock, $0.001 par value per share, at an exercise price per share equal to $4.50 per share;

WHEREAS, as of the date hereof,the Company has not yet entered into an agreement in respect of the Option; and

NOW THEREFORE, in consideration of the representations, covenants and agreements contained in this Agreement (the “Agreement”), and for good and valuable consideration, the receipt and adequacy of which are conclusively acknowledged, the undersigned, intending to be legally bound, hereby agrees as follows:

1.             Grant of Option.    The Company hereby grants, as of November 15, 2016 (“Date of Grant”), to Philip Darivoff(the “Optionee”) an option (the “Option”) to purchase up to 26,666 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), at an exercise price per share equal to $4.50 (the “Exercise Price”).  The Option shall be subject to the terms and conditions set forth herein.  The Option is being granted pursuant to the Company’s 2010 Incentive Compensation Plan (as amended, the “Plan”), which is incorporated herein for all purposes.  The Option is a Non-Qualified Stock Option, and not an Incentive Stock Option.  The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions hereof and thereof and all applicable laws and regulations.

2.             Definitions.  Unless otherwise provided herein, terms used herein that are defined in the Plan and not defined herein shall have the meanings attributed thereto in the Plan.

3.             Exercise Schedule.  Except as otherwise provided in Sections 6 or 10 of this Agreement, or in the Plan, the Option is exercisable in installments as provided below, which shall be cumulative. To the extent that the Option has become exercisable with respect to a percentage of Shares as provided below, the Option may thereafter be exercised by the Optionee, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein. The following table indicates each date (the “Vesting Date”) upon which the Optionee shall be entitled to exercise the Option with respect to the percentage of Shares granted as indicated beside the date, provided that the Continuous Service of the Optionee continues through and on the applicable Vesting Date:

Percentage of Shares Vesting Date

12.5% February 15, 2017

12.5% May 15, 2017

12.5 % August 15, 2017

12.5% November 15, 2017

12.5% February 15, 2018

12.5% May 15, 2018

12.5% August 15, 2018

12.5% November 15, 2018

Except as otherwise specifically provided herein, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate Vesting Date. Upon the termination of the Optionee’s Continuous Service, any unvested portion of the Option shall terminate and be null and void.

4.             Method of Exercise.  The vested portion of this Option shall be exercisable in whole or in part in accordance with the exercise schedule set forth in Section 3 hereof by written notice which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan.  Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company.  The written notice shall be accompanied by payment of the Exercise Price.  This Option shall be deemed to be exercised after both (a) receipt by the Company of such written notice accompanied by the Exercise Price and (b) arrangements that are satisfactory to the Committee in its sole discretion have been made for Optionee’s payment to the Company of the amount, if any, that is necessary to be withheld in accordance with applicable Federal or state withholding requirements.  No Shares shall be issued pursuant to the Option unless and until such issuance and such exercise shall comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares then may be traded.

5.             Method of Payment.  Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:  (a) cash; (b) check; (c) to the extent permitted by the Committee, with Shares owned by the Optionee, or the withholding of Shares that otherwise would be delivered to the Optionee as a result of the exercise of the Option, (d) pursuant to a “cashless exercise” procedure, by delivery of a properly executed exercise notice together with such other documentation, and subject to such guidelines, as the Committee shall require to effect an exercise of the Option and delivery to the Company by a licensed broker acceptable to the Company of proceeds from the sale of Shares sufficient to pay the Exercise Price and any applicable income or employment taxes, or (e) such other consideration or in such other manner as may be determined by the Committee in its absolute discretion.

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6.             Termination of Option.

(a)           General.  Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following:

(i)             unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee’s Continuous Service is terminated other than by reason of (A) by the Company or a Related Entity for Cause, (B) a Disability of the Optionee as determined by a medical doctor satisfactory to the Committee, or (C) the death of the Optionee;

(ii)            immediately upon the termination of the Optionee’s Continuous Service by the Company or a Related Entity for Cause;

(iii)           twelve months after the date on which the Optionee’s Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Committee;

(iv)           twelve months after the date of termination of the Optionee’s Continuous Service by reason of the death of the Optionee;

(v)            the tenth anniversary of the date as of which the Option is granted.

(b)           Cancellation.  To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (A) the liquidation or dissolution of the Company, or (B) any reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive or the Shares are exchanged for or converted into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor or acquiring entity, or an affiliate thereof, assumes the Option or substitutes an equivalent option or right pursuant to Section 10(c) of the Plan, and (ii) the Committee in its sole discretion may by written notice (“cancellation notice”) cancel, effective upon the consummation of any transaction that constitutes a Change in Control, the Option (or portion thereof) that remains unexercised on such date.  The Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction).  The Optionee may condition his or her exercise of the Option upon the consummation of a transaction referred to in this Section 6(b).

(c)           Cancellation During Restricted Period.  The Company in its sole discretion may at any time during the Restricted Period, as defined in Section 7(a) hereof, by giving written notice to the Optionee, cancel the Option and instead pay to the Optionee, or his or her estate if the Optionee is deceased, an amount equal to the excess, if any, of (i) the Fair Market Value, determined by the Committee as of the effective date of such cancellation, of the Shares with respect to which the Option otherwise would have been exercisable, over (ii) the Exercise Price for such shares.  Any determination of Fair Market Value made by the Committee shall be binding and conclusive on all parties unless shown to have been made in an arbitrary and capricious manner.  The purchase price shall be payable in cash on the date of the Option cancellation.

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7.             Restrictions While Stock is Not Registered.

(a)           Restricted Shares.  Any Shares acquired upon exercise of the Option specified in Section 1 and (i) all shares of the Company’s capital stock received as a dividend or other distribution upon such shares, and (ii) all shares of capital stock or other securities of the Company into which such shares may be changed or for which such shares shall be exchanged, whether through reorganization, recapitalization, stock split-ups or the like, shall be subject to the provisions of this Section 7 at all times, and only at those times, that Shares are not registered under the Securities Exchange Act of 1934, as amended (such times during which the Stock is not so registered sometimes hereinafter being referred to as the “Restricted Period”) and are during the Restricted Period hereinafter referred to as “Restricted Securities.”

(b)           No Sale or Pledge of Restricted Securities.  Except as otherwise provided herein, the Optionee agrees and covenants that during the Restricted Period he or she shall not sell, pledge, encumber or otherwise transfer or dispose of, and shall not permit to be sold, encumbered, attached or otherwise disposed of or transferred in any manner, either voluntarily or by operation of law (all hereinafter collectively referred to as “transfers”), all or any portion of the Restricted Securities or any interest therein except in accordance with and subject to the terms of this Section 7.

(c)           Voluntary Transfer Repurchase Option.  If the Optionee desires to effect a voluntary transfer of any of the Restricted Securities during the Restricted Period, the Optionee shall first give written notice to the Company of such intent to transfer (the “Offer Notice”) specifying (i) the number of the Restricted Securities (the “Offered Shares”) and the date of the proposed transfer (which shall not be less than fifty (50) days after the giving of the Offer Notice), (ii) the name, address, and principal business of the proposed transferee (the “Transferee”), and (iii) the price and other terms and conditions of the proposed transfer of the Offered Shares to the Transferee.  The Offer Notice by the Optionee shall constitute an offer to sell all, but not less than all, of the Offered Shares, at the price and on the terms specified in such Offer Notice, to the Company and/or its designated purchaser.  If the Company desires to accept the Optionee’s offer to sell, either for itself or on behalf of its designated purchaser, the Company shall signify such acceptance by written notice to Optionee within fifty (50) days following the giving of the Option Notice.  Failing such acceptance, the Optionee’s offer shall lapse on the fifty-first day following the giving of the Option Notice.  With such written acceptance, the Company shall designate a day not later than ten days following the date of giving its notice of acceptance on which the Company or its designated purchaser shall deliver the purchase price of the Offered Shares (in the same form as provided in the Offer Notice) and the Optionee shall deliver to the Company or its designated Purchaser, as applicable, all certificates evidencing the Offered Shares endorsed in blank for transfer or with separate stock powers endorsed in blank for transfer.  Upon the lapse without acceptance by the Company of the Optionee’s offer to sell the Offered Shares, the Optionee shall be free to transfer the Offered Shares not purchased by the Company or the designated purchaser to the Transferee (and no one else), for a price and on terms and conditions which are no more favorable to the Transferee than those set forth in the Offer Notice, for a period of thirty days thereafter, but after such period the restrictions of this Section 7 shall again apply to the Restricted Securities.  The Offered Shares so transferred by the Optionee to the Transferee shall continue to be subject to all of the terms and conditions of this Section 7 (including without limitation Section 7(f)) and the Company shall have the right to require, as a condition of such transfer, that the Transferee execute an agreement substantially in the form and content of the provisions of this Section 7, as well as any voting agreement and/or shareholders agreement required by the Company.

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(d)           Involuntary Transfer Repurchase Option.  Whenever, during the Restricted Period, the Optionee has any notice or knowledge of any attempted, pending, or consummated involuntary transfer or lien or charge upon any of the Restricted Securities, whether by operation of law or otherwise, the Optionee shall give immediate written notice thereof to the Company.  Whenever the Company has any other notice or knowledge of any such attempted, impending, or consummated involuntary transfer, lien, or charge, it shall give written notice thereof to the Optionee.  In either case, the Optionee agrees to disclose forthwith to the Company all pertinent information in his or her possession relating thereto.  If during the Restricted Period any of the Restricted Securities are subjected to any such involuntary transfer, lien, or charge, the Company and its designated purchaser shall at all times have the immediate and continuing option to purchase such of the Restricted Securities upon notice by the Company to the Optionee or other record holder at a price and on terms determined according to Section 7(g) below, and any of the Restricted Securities so purchased by the Company or its designated purchaser shall in every case be free and clear of such transfer, lien, or charge.

(e)           Excepted Transfers.  The provisions of Sections 7(a) and (b) shall not apply to transfers of Restricted Securities by the Optionee, either during his or her lifetime or upon his or her death, to his or her spouse and/or lineal descendants, to the trustee of any trusts for the sole benefit of the Optionee and/or the Optionee’s spouse and/or the Optionee’s lineal descendants, or any partnership, limited liability company, corporation, or other entity all of the beneficial owners of which are the Optionee and/or the Optionee’s spouse and/or the Optionee’s lineal descendants, provided, however, that during the Restricted Period the Optionee shall continue to be subject to all of the terms and provisions of this Section 7 with respect to any remaining present or future interest whatsoever he or she may have in the transferred Restricted Securities, and, further provided that during the Restricted Period any shares transferred pursuant to this subsection (e) shall continue to be treated as Restricted Securities and the transferee of any such Restricted Securities shall likewise be subject to all such terms and conditions of this Section 7 as though such transferee were a party hereto.

(f)           Repurchase Option After Termination of Continuous Service.  Anything set forth in this Agreement to the contrary notwithstanding, the Company shall have the right (but not the obligation) to purchase or designate a purchaser of all, but not less than all, of the Restricted Securities (including, without limitation, any Restricted Securities transferred pursuant to Section 7(e)) during the Restricted Period and after termination of the Optionee’s Continuous Service for any reason, for the purchase price and on terms specified in Section 7(g) hereof.  The Company may exercise its right to purchase or designate a purchaser of the Restricted Securities at any time (without any time limitation) after the Optionee’s termination of Continuous Service and during the Restricted Period.  If the Company chooses to exercise its right to purchase the Restricted Securities hereunder, the Company shall give its notice of its exercise of this right to the Optionee or his or her legal representative specifying in such notice a date not later than ten (10) days following the date of giving such notice on which the Company or its designated purchaser shall deliver, or be prepared to deliver, the check or promissory note for the purchase price and the Optionee or his or her legal representative shall deliver all stock certificates evidencing such Restricted Securities duly endorsed in blank for transfer or with separate stock powers endorsed in blank for transfer.

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(g)           Repurchase Price.  For purposes of Sections 7(d) and (f) hereof, the per Share purchase price of Restricted Securities shall be an amount equal to the Fair Market Value of such Share, determined by the Committee as of any date determined by the Committee that is not more than one year prior to the date of the event giving rise to the Company’s right to purchase such Restricted Securities. Any determination of Fair Market Value made by the Committee shall be binding and conclusive on all parties.  The purchase price shall, at the option of the Company, be payable in cash or in the form of the Company’s promissory note payable in up to three equal annual installments commencing 12 months after the acquisition by the Company (the “Restricted Share Acquisition Date”) of the Restricted Securities, together with interest on the unpaid balance thereof at the rate equal to the prime rate of interest as quoted in the Wall Street Journal on the Restricted Share Acquisition Date.

(h)           Legends.  The certificate or certificates representing any Restricted Securities acquired pursuant to the exercise of this Option prior to the last day of the Restricted Period shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL AND REPURCHASE OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN A NONQUALIFIED STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHTS ARE BINDING ON TRANSFEREES OF THESE SHARES.

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8.             Transferability.  Unless otherwise determined by the Committee, the Option granted hereby is not transferable otherwise than by will or under the applicable laws of descent and distribution, and during the lifetime of the Optionee the Option shall be exercisable only by the Optionee, or the Optionee’s guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately become null and void.  The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

9.             No Rights of Stockholders.  Neither the Optionee nor any personal representative (or beneficiary) shall be, or shall have any of the rights and privileges of, a stockholder of the Company with respect to any Shares purchasable or issuable upon the exercise of the Option, in whole or in part, prior to the date on which the Shares are issued.

10.           Acceleration of Exercisability of Option.

(a)           Acceleration Upon Certain Terminations or Cancellations of Option.  This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, (i) the Option is terminated pursuant to Section 6(b)(i) hereof, or (ii) the Company exercises its discretion to provide a cancellation notice with respect to the Option pursuant to Section 6(b)(ii) hereof.

(b)           Acceleration Upon Change in Control.  This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’s Continuous Service, there is a “Change in Control”, as defined in Section 9(b) of the Plan.

(c)           Exception to Acceleration Upon Change in Control.  Notwithstanding the foregoing, if in the event of a Change in Control the successor company assumes or substitutes for the Option, the vesting of the Option shall not be accelerated as described in Section 10(b).  For the purposes of this paragraph, the Option shall be considered assumed or substituted for if following the Change in Control the Option or substituted option confers the right to purchase, for each Share subject to the Option immediately prior to the Change in Control, on substantially the same vesting and other terms and conditions as were applicable to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company, or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of the Option will be solely common stock of the successor company or its parent or subsidiary substantially equal in Fair Market Value to the per share consideration received by holders of Shares in the transaction constituting a Change in Control.  The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.  Notwithstanding the foregoing, in the event of a termination of the Optionee’s employment with the Company (if it is the surviving entity in the Change in Control) or the successor company (other than by the surviving company for Cause or by the Optionee without Good Reason) within 24 months following such Change in Control, the Option shall be accelerated as described in paragraph (b) of this Section 10.

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11.            No Right to Continued Employment.  Neither the Option nor this Agreement shall confer upon the Optionee any right to continued employment or service with the Company.

12.            Law Governing.  This Agreement shall be governed in accordance with and governed by the internal laws of the State of Delaware.

13.           Interpretation /Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan adopted by the Committee as may be in effect from time to time. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Optionee accepts the Option subject to all of the terms and provisions of the Plan and this Agreement.  The undersigned Optionee hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement, unless shown to have been made in an arbitrary and capricious manner.

14.           Notices.  Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company’s Secretary at 19 Ha’Yahalomim St., P.O. Box 12163 Ashdod 7760049, Israel, or if the Company should move its principal office, to such principal office, and, in the case of the Optionee, to the Optionee’s last permanent address as shown on the Company’s records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.

15.           Market Stand-Off Agreement.  In the event of an initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, the Optionee agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares (other than those included in the registration) acquired pursuant to the exercise of the Option, without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters.

16.           Optionee’s Representations.  In the event that the Company’s issuance of the Shares purchasable pursuant to the exercise of this Option has not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached to this Agreement as Exhibit A or in such other form as the Company may request.

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17.           Section 409A.

(a)           It is intended that the Option awarded pursuant to this Agreement be exempt from Section 409A of the Code (“Section 409A”) because it is believed that (i) the Exercise Price may never be less than the Fair Market Value of a Share on the Date of Grant and the number of shares subject to the Option is fixed on the original Date of Grant, (ii) the transfer or exercise of the Option is subject to taxation under Section 83 of the Code and Treas. Reg. 1.83-7, and (iii) the Option does not include any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the Option.  The provisions of this Agreement shall be interpreted in a manner consistent with this intention, and the provisions of this Agreement may not be amended, adjusted, assumed or substituted for, converted or otherwise modified without the Optionee’s prior written consent if and to the extent that the Company believes or reasonably should believe that such amendment, adjustment, assumption or substitution, conversion or modification would cause the award to violate the requirements of Section 409A.  In the event that either the Company or the Optionee believes, at any time, that any benefit or right under this Agreement is subject to Section 409A, then the Committee may (acting alone and without any required consent of the Optionee) amend this Agreement in such manner as the Committee deems necessary or appropriate to be exempt from or otherwise comply with the requirements of Section 409A (including without limitation, amending the Agreement to increase the Exercise Price to such amount as may be required in order for the Option to be exempt from Section 409A).

(b)           Notwithstanding the foregoing, the Company does not make any representation to the Optionee that the Option awarded pursuant to this Agreement is exempt from, or satisfies, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Optionee or any Beneficiary for any tax, additional tax, interest or penalties that the Optionee or any Beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 15th  day of November, 2016.

COMPANY:
Integrity Applications, Inc.
By:
Name:	Philip Darivoff
Title:	Director

The Optionee acknowledges receipt of a copy of the Plan and represents that he or she has reviewed the provisions of the Plan and this Agreement in their entirety, is familiar with and understands their terms and provisions, and hereby accepts this Option subject to all of the terms and provisions of the Plan and this Agreement.  The Optionee further represents that he or she has had an opportunity to obtain the advice of counsel prior to executing this Agreement.

Dated:	OPTIONEE:
	By:
	Name:	Avner Gal
	Title:	Chief Executive Officer and
		President

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EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PURCHASER:
COMPANY:	INTEGRITY APPLICATIONS, INC.
SECURITY:	COMMON STOCK
AMOUNT:
DATE:

In connection with the purchase of the above-listed Securities, I, the Purchaser, represents to the Company the following:

(a)           I am aware of the Company’s business affairs and financial condition, and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities.  I am purchasing these Securities for my own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Securities Act”).

(b)           I understand that the Company’s issuance of the Securities has not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of my investment intent as expressed herein. In this connection, I understand that, in the view of the Securities and Exchange Commission (the “SEC”), the statutory basis for such exemption may be unavailable if my representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future.

(c)           I further understand that the Securities must be held indefinitely unless the transfer is subsequently registered under the Securities Act or unless an exemption from registration is otherwise available. Moreover, I understand that the Company is under no obligation to register any transfer of the Securities. In addition, I understand that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless registered or such registration is not required in the opinion of counsel for the Company.

(d)           I am familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions specified in such rules as they may be in effect at the time of any resale by me.  Notwithstanding this paragraph (d), I acknowledge and agree to the restrictions set forth in paragraph (e) hereof.

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(e)           I further understand that in the event all of the applicable requirements of Rule 144 or Rule 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and Rule 701 are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or Rule 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Signature of Purchaser:

Date:

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