CORRESP 1 filename1.htm

 
Integrity Applications, Inc.
 
19 Ha’Yahalomim St.
PO Box 12143
Ashdod L3 7760049, Israel
 
December 21, 2017
 
VIA EDGAR
 
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E
Washington, D.C. 20549-4631
Attn: Caleb French
  
 
Re:
Integrity Applications, Inc.
 
 
Registration Statement on Form S-1
 
 
File No. 333-221384
 
 
 
 
 
Acceleration Request
 
 
Requested Date:     December 26, 2017
 
 
Requested Time:    5:15 P.M. Eastern Standard Time
 
Dear Mr. French,
 
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Integrity Applications, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-221384) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”).
 
In connection with the acceleration request, the Company hereby acknowledges that:
 
 
●
should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
 
 
●
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
 
 
●
the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
Thank you for your attention to this matter.
 
 
Sincerely,
 
 
 
Integrity Applications, Inc.
 
 
 
/s/ John Graham
 
John Graham
 
Chief Executive Officer
  
cc:
Mitchell Lampert, Esq.
 
Robinson & Cole LLP
1055 Washington Boulevard
Stamford, CT 06901