UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets
On February 13, 2024, GlucoTrack, Inc., a Delaware corporation (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with certain shareholders (the “Holders”), pursuant to which the Company and the Holders agreed to exchange (the “Exchange”) common stock purchase warrants (the “Warrants”) owned by the Holders for shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) to be issued by the Company.
On February 13, 2024, the Company closed the Exchange and issued to the Holders an aggregate of 3,593,203 shares of Common Stock in exchange for 4,381,953 Warrants.
The description of the Exchange Agreement set forth herein is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed herewith as Exhibit 10.1.
Item 3.02 Unregistered Sales of Equity Securities
The information in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The agreement to issue the Common Stock to the Holders was made pursuant to the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Document | |
| 10.1†* | Form of Exchange Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GlucoTrack, Inc. | ||
| Date: February 16, 2024 | By: | /s/ Paul Goode |
| Paul Goode | ||
| Chief Executive Officer | ||