DEF 14A 1 formdef14a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Glucotrack, Inc.
(Name of Registrant as Specified in Its Charter)


	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Glucotrack, Inc.

301 Rte. 17 North, Suite 800
Rutherford, NJ 07070

(201) 842-7715

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on September 24, 2024

To the Stockholders of Glucotrack, Inc:

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Glucotrack, Inc., a Delaware corporation (the “Company”), will be held exclusively online via the Internet on September 24, 2024, at 11:00 a.m. (Eastern Time), for the following purposes (which are more fully described in the Proxy Statement, which is attached and made a part of this Notice):

	1.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(b), the full issuance of shares of common stock issuable by the Company upon conversion of the Note (as defined in the Proxy Statement) and exercise of the Warrants (as defined in the Proxy Statement) (the “Issuance Proposal”);

	2.	To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the Issuance Proposal at the Special Meeting (the “Adjournment Proposal”); and

	3.	To transact such other business as may properly come before the Special Meeting.

The Board of Directors unanimously recommends that stockholders vote “FOR” the Issuance Proposal and the Adjournment Proposal. The Board of Directors’ reasons for seeking approval of each of the proposals are set forth in the attached Proxy Statement. The Company does not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on August 19, 2024, are entitled to notice of, and to attend and to vote at, the Special Meeting and any postponement or adjournment thereof.

The accompanying proxy statement for the Special Meeting (the “Proxy Statement”) contains important information about the Special Meeting and each of the proposals. Whether or not you plan to attend the Special Meeting, the Company urges you to read this material carefully and vote your shares.

The proxy statement for the Special Meeting is dated August 19, 2024, and is being distributed or made available to stockholders on or about that date.

The Special Meeting will be presented exclusively online at https://www.virtualshareholdermeeting.com/GCTK2024SM. You will be able to attend the Special Meeting online, vote your shares electronically and submit your questions to management during the Special Meeting by visiting www.proxyvote.com and entering the 16-digit control number received with your proxy card. We recommend that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.

Your vote is important. Whether or not you plan to attend the virtual Special Meeting, please vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Special Meeting. Instructions for voting are described in the Proxy Statement and the proxy card.

You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the meeting.

By Order of the Board of Directors of
Glucotrack, Inc.
Sincerely,

/s/ Paul Goode
Paul Goode Chief Executive Officer

Rutherford, New Jersey

August 19, 2024

TABLE OF CONTENTS

		Page
PROXY STATEMENT		1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		5
PROPOSAL 1: PROPOSAL TO APPROVE, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(b), THE FULL ISSUANCE OF SHARES OF COMMON STOCK ISSUABLE BY THE COMPANY UPON CONVERSION OF THE NOTE AND THE WARRANTS		6
PROPOSAL 2: ADJOURNMENT PROPOSAL		9
HOUSEHOLDING		10
STOCKHOLDER PROPOSALS		10

GLUCOTRACK, INC.

PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
To Be Held on September 24, 2024

The following information is furnished to each stockholder in connection with the foregoing Notice of Special Meeting of Stockholders of Glucotrack, Inc., a Delaware corporation, to be held exclusively online via the Internet on September 24, 2024, at 11:00 a.m. (Eastern time) at https://www.virtualshareholdermeeting.com/GCTK2024SM. The enclosed proxy is for use at the special meeting of stockholders (the “Special Meeting”) and any postponement or adjournment thereof. Unless the context requires otherwise, references to “Glucotrack,” “the Company,” “we,” “our,” and “us” in this Proxy Statement refer to Glucotrack, Inc.

In accordance with the bylaws of the Company (as they may be amended, supplemented or otherwise modified from time to time, the “Bylaws”), the Special Meeting has been called for the following purposes:

	1.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(b), the full issuance of shares of common stock issuable by the Company upon conversion of the Note (as defined below) and exercise of the Warrants (as defined below) (the “Issuance Proposal”);

	2.	To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the Issuance Proposal at the Special Meeting (the “Adjournment Proposal”); and

	3.	To transact such other business as may properly come before the Special Meeting.

Stockholders of record at the close of business on August 19, 2024, are entitled to notice of, and to attend and to vote at, the Special Meeting and any postponement or adjournment thereof. We intend to mail this Proxy Statement, together with a proxy card, on or about August 20, 2024, to all stockholders entitled to vote at the Special Meeting.

Questions and Answers about the Special Meeting and Voting

Q:	Who may attend the Special Meeting?

A:	Attendance at the Special Meeting will be limited to those persons who were stockholders, or held Glucotrack stock through a broker, bank or other nominee, at the close of business on August 19, 2024, the Record Date for the Special Meeting.

Q:	Who may vote at the Special Meeting?

A:	Our Board of Directors set August 19, 2024, as the Record Date for the Special Meeting. If you owned shares of our common stock at the close of business on August 19, 2024, you may attend and vote at the Special Meeting. Each stockholder is entitled to one vote for each share of common stock held on all matters to be voted on. As of August 19, 2024, there were 5,478,436 shares of our common stock outstanding and entitled to vote at the Special Meeting.

Q:	How do I vote my shares if I hold my shares through a broker rather than directly?

A:	If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered, with respect to those shares, a stockholder of record. As a stockholder of record, you have the right to vote at the Special Meeting.

If your shares are held in a brokerage account, bank or by another nominee or trustee, you are considered the beneficial owner of shares held in “street” name. In that case, the proxy materials have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instructions included in the proxy materials. As the beneficial owner, you are also invited to attend the Special Meeting, but because the beneficial owner is not the stockholder of record, you may not vote these shares in person at the Special Meeting unless you obtain a “legal proxy” from the broker, bank, nominee, or trustee that holds your shares, giving you the right to vote the shares at the Special Meeting.

As indicated above, if your shares are held in “street” name by a broker, bank, or other nominee, they should send you instructions that you must follow in order to have your shares voted at the Special Meeting.

If you hold shares in your own name, you may vote by proxy in any one of the following ways:

	●	Via the Internet by accessing the proxy materials on the secured website www.proxyvote.com and following the voting instructions on that website. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on September 23, 2024, the day before the Special Meeting. Easy-to-follow instructions allow you to vote your shares and confirm that your instructions have been properly recorded;

	●	Via telephone by calling toll free 1-800-690-6903 and following the recorded instructions. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on September 23, 2024, the day before the Special Meeting. Easy-to-follow instructions allow you to vote your shares and confirm that your instructions have been properly recorded; or

	●	By completing, dating, signing and returning the proxy card. If you received the proxy card by mail and choose to vote by mail, simply mark your proxy card, date and sign it, and return it. Your proxy card must be received by the close of business on September 23, 2024, the day before the Special Meeting.

The Internet and telephone voting procedures are designed to authenticate stockholders’ identities by use of a control number to allow stockholders to vote their shares and to confirm that stockholders’ instructions have been properly recorded. Voting via the Internet or telephone must be completed by 11:59 p.m. Eastern Time on September 23, 2024, the day before the Special Meeting. If you submit or return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our board of directors, as permitted by law.

Q:	How will my shares be voted?

A:	All shares which are entitled to vote and represented by a properly completed, executed and delivered proxy received before the Special Meeting and not revoked will be voted at the Special Meeting as instructed by you in a proxy delivered before the Special Meeting. If you do not indicate how your shares should be voted on a matter, the shares represented by your proxy will be voted “FOR” the Issuance Proposal and the Adjournment Proposal, and with regard to any other matters that may be properly presented at the Special Meeting and all matters incident to the conduct of the meeting. All votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Q:	Is my vote confidential?

A:	Yes, your vote is confidential. The only persons who have access to your vote are the inspector of election, individuals who help with processing and counting your votes, and persons who need access for legal reasons. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

Q:	What is the quorum requirement for the Special Meeting?

A:	One third (1/3) of our outstanding shares of common stock entitled to vote, as of the record date, must be present at the Special Meeting in person or by proxy in order for us legally to hold the Special Meeting and conduct business. This is called a quorum. Your shares will be counted as present at the Special Meeting if you:

	●	Are present and entitled to vote in person at the Special Meeting; or

	●	Properly submitted a proxy card or voter instruction card.

If you are present in person or by proxy at the Special Meeting but withhold your vote or abstain from voting on any or all proposals, your shares are still counted as present and entitled to vote for purposes of establishing a quorum. Broker non-votes are not counted for determining whether a quorum exists. Broker non-votes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares, but the broker submits that person’s proxy nonetheless. The proposals listed in this Proxy Statement state the votes needed to approve the proposed actions.

Q:	What proposals will be voted on at the Special Meeting?

A:	The following proposals will be voted on at the Special Meeting:

	●	The approval, for purposes of complying with Nasdaq Listing Rule 5635(b), of the full issuance of shares of common stock issuable by the Company upon conversion of the Note and exercise of the Warrants (the “Issuance Proposal”); and

	●	To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the Issuance Proposal at the Special Meeting (the “Adjournment Proposal”).

Q:	What are the recommendations of the Board of Directors?

A:	The Board of Directors unanimously recommends that you vote:

	●	“FOR” the Issuance Proposal; and

	●	“FOR” the Adjournment Proposal.

Q:	What does it mean to vote by proxy?

A:	When you vote “by proxy,” you grant another person the power to vote stock that you own. If you vote by proxy in accordance with this Proxy Statement, you will have designated proxy holders for the Special Meeting.

Any proxy given pursuant to this solicitation and received in time for the Special Meeting will be voted in accordance with your specific instructions. If you provide a proxy, but you do not provide specific instructions on how to vote on each proposal, the proxy holder will vote your shares “FOR” the Issuance Proposal and the Adjournment Proposal. With respect to any other proposal that properly comes before the Special Meeting, the proxy holders will vote in their own discretion according to their best judgment, to the extent permitted by applicable laws and regulations.

Q:	What are the voting rights of stockholders?

A:	Each share of our common stock outstanding on the Record Date entitles its holder to cast one vote on each matter to be voted on. No dissenters’ rights are provided under the Delaware General Corporation Law, our articles of incorporation or our Bylaws with respect to any of the proposals described in this Proxy Statement.

Q:	How many votes are required to approve each proposal?

A:	Issuance Proposal. The approval of the Issuance Proposal requires that a quorum exist and the affirmative vote of the majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter be voted in favor of the Issuance Proposal. Abstentions are not considered votes cast and will therefore have no effect on the Issuance Proposal. Under applicable Nasdaq Stock Market listing rules, brokers are not permitted to vote shares held for a customer on “non-routine” matters (such as the Issuance Proposal) without specific instructions from the customer. Therefore, broker non-votes are not considered votes cast and will also have no effect on the outcome of the Issuance Proposal.

As further described under the heading “Proposal 1” in this Proxy Statement, and subject to the terms and conditions set forth in the Purchase Agreement (as defined herein), John A. Ballantyne Revocable Trust DTD 8/1/2017 (the “Purchaser”) and the Company have executed a Note (as defined herein) and three Warrants (as defined herein), pursuant to which, among other things, the Purchaser agreed to purchase the Note and the Warrants from the Company for an aggregate amount of Four Millions Dollars ($4,000,000).

Adjournment Proposal. For the Adjournment Proposal to be approved, the number of votes cast in favor of approval of the Adjournment Proposal must represent a majority of all those outstanding shares that (a) are present or represented by proxy at the Special Meeting, and (b) are cast either affirmatively or negatively on the proposal. Abstentions and broker non-votes (if any) will not be counted FOR or AGAINST the proposal and will have no effect on the proposal.

Q:	Can I access these proxy materials on the Internet? How long will they be available?

A:	Yes. The Notice of Special Meeting and Proxy Statement are available for viewing, printing, and downloading at www.proxyvote.com. All materials will remain posted on www.proxyvote.com at least until the conclusion of the meeting.

Q:	How can I revoke or change my vote after submitting it?

A:	If you are a stockholder of record, you can revoke your proxy before your shares are voted at the Special Meeting by:

	●	Filing a written notice of revocation bearing a later date than the proxy with our Chief Executive Officer at Glucotrack, Inc., 301 Rte. 17 North, Ste. 800, Rutherford, New Jersey 07070, at or before the taking of the vote at the Special Meeting;

	●	Duly executing a later-dated proxy relating to the same shares and delivering it to our Chief Executive Officer at Glucotrack, Inc., 301 Rte. 17 North, Ste. 800, Rutherford, New Jersey 07070, at or before the taking of the vote at the Special Meeting;

	●	Attending the Special Meeting virtually and vote your shares (although attendance at the Special Meeting will not in and of itself constitute a revocation of a proxy); or

	●	If you voted by telephone or via the Internet, voting again by the same means prior to 11:59 p.m. Eastern Time on September 23, 2024, the day before the Special Meeting (your latest telephone or Internet vote, as applicable, will be counted and all earlier votes will be disregarded).

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker, or other holder of record. You may also vote in person at the Special Meeting if you obtain a legal proxy from them and register to attend the Special Meeting as described in the answers to previous questions.

Q:	Where can I find the voting results of the Special Meeting?

A:	We plan to announce the preliminary voting results at the Special Meeting. We will publish the results in a Current Report on Form 8-K filed with the SEC within four business days after the Special Meeting.

Q:	Who is paying for this Proxy Statement and the solicitation of my proxy, and how are proxies solicited?

A:	Proxies are being solicited by the Board of Directors for use at the Special Meeting. The Company’s officers and other employees, without additional remuneration, also may assist in the solicitation of proxies in the ordinary course of their employment. The Company also has engaged Broadridge as the Company’s proxy solicitor to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Broadridge an estimated fee of approximately $25,000, as well as reasonable and customary documented expenses. The Company has also agreed to indemnify Broadridge and its affiliates against certain claims, liabilities, losses, damages and expenses.

In addition to the use of the mail and the Internet, solicitations may be made personally or by email or telephone, as well as by public announcement. The Company will bear the cost of this proxy solicitation. The Company may also request brokers, dealers, banks and their nominees to solicit proxies from their clients where appropriate and may reimburse them for reasonable expenses related thereto.

Q:	Who can help answer my questions?

A:	If you have questions about how to vote or direct a vote in respect of your shares or about the proposals, or if you need additional copies of the Proxy Statement or proxy card, you may contact Broadridge at:

Broadridge

P.O. Box 1341

Brentwood, New York 11717

Telephone: 1-800-579-1639

Email: sendmaterial@proxyvote.com

You may also contact the Company at:

Glucotrack, Inc.

301 Rte. 17 North, Ste. 800

Rutherford, New Jersey 07070

Telephone: (201) 842-7715

Attention: Corporate Secretary

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of August 19, 2024, unless otherwise noted below, for the following:

	●	each person or entity known to own beneficially more than 5% of our outstanding common stock as of the date indicated in the corresponding footnote;

	●	each of our named executive officers;

	●	each director; and

	●	all current directors and executive officers as a group.

Applicable percentage ownership is based on 5,478,436 shares of our common stock outstanding as of August 19, 2024, unless otherwise noted below, together with applicable options and warrants for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC, based on factors including voting and investment power with respect to shares. Common stock subject to options currently exercisable, or exercisable within 60 days after August 19, 2024, and warrants currently vested, or vesting within 60 days after August 19, 2024, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those securities but are not deemed outstanding for computing the percentage ownership of any other person. Unless otherwise indicated, the address for each listed stockholder is c/o Glucotrack, Inc., 301 Rte. 17 North, Ste. 800, Rutherford, NJ 07070.

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percent of Ownership
Named Executives and Directors
Drinda Benjamin	(1)		31,643		*
Allen E. Danzig			8,469		*
Dr. Robert Fischell	(2)		11,568		*
Paul Goode	(3)		160,887		2.8	%
James Cardwell			—		—
Erin Carter			27,203		*
Luis Malave			22,437		*
Vincent Wong			—		—
Mark Tapsak	(4)		43,133		*
James Thrower	(5)		51,159		*
Andrew Balo			—		—

All directors and officers as a group (11 persons)			356,499		6.3	%

Over 5% Shareholders
John A Ballantyne Rev Trust 08/01/2017	(6)		1,020,312		18.6	%
Alma Diversified Holdings LLC	(7)		515,187		9.4	%

* Less than 1.0%.

	(1)	Ownership includes (i) 793 shares of common stock owned individually and (ii) 30,850 options deemed vested within 60 days of August 19, 2024.

	(2)	Ownership includes (i) 10,266 shares of common stock owned individually, (ii) 663 owned jointly by Dr. Fischell and his wife; and (iii) 639 options deemed vested within 60 days of August 19, 2024.

	(3)	Ownership includes (i) 25,152 shares of common stock owned individually, (ii) 63,735 options deemed vested within 60 days of August 19, 2024, (iii) 30,000 shares of common stock deemed to be owed pursuant to IP Purchase Agreement, and (iv) 42,000 warrants.

	(4)	Ownership includes: (i) 11,887 shares of common stock owned directly (ii) 300 shares of common stock owned by Stephen Tapsak, son of Mark Tapsak, and iii) 31,246 options deemed vested within 60 days of August 19, 2024.

	(5)	Ownership includes (i) 1,587 shares of common stock owned individually and (ii) 49,572 options deemed vested within 60 days of August 19, 2024.

	(6)	Ownership includes: (i) 279 shares of common stock owned individually and (ii) 1,020,033 shares of common stock owned by John A. Ballantyne Revocable Trust 08/01/2017. The address of John A. Ballantyne Rev Trust 08/01/2017 is 7410 Claire Drive South, Fargo ND 58104. John A. Ballantyne has voting and investment control over the shares of common stock held by John A. Ballantyne Rev Trust 08/01/2017.

	(7)	Ownership includes 515,187 shares of common stock owned directly by Alma Diversified Holdings LLC. The address of Alma Diversified Holdings LLC is 1294 Albany Post Rd, Gardiner NY 12525.

PROPOSAL 1

TO APPROVE, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(B), THE FULL ISSUANCE OF SHARES OF COMMON STOCK ISSUABLE BY THE COMPANY UPON CONVERSION OF THE NOTE

Stockholders of the Company’s common stock are being asked to approve this Issuance Proposal to approve the conversion of the Company’s Note as contemplated in the Purchase Agreement.

Background and Overview

Note and Warrant Purchase Agreement

On July 30, 2024, the Company entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) with John A. Ballantyne Revocable Trust DTD 8/1/2017 (the “Purchaser”), pursuant to which the Company sold, in a private placement, (i) a secured convertible promissory note (the “Note”) in the aggregate principal amount of $4,000,000, convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a price equal to the closing price of the Common Stock on the Nasdaq Stock Market on the date of conversion (the shares of Common Stock issuable upon conversion of the Note, collectively, the “Conversion Shares”), and (ii) three warrants (the “Warrants”) to purchase up to an aggregate of 4,842,330 shares of Common Stock (the “Warrant Shares”). The sale and issuance of the Note and the Warrants by the Company pursuant to the Purchase Agreement and the related transactions is hereinafter referred to as the “Transaction.”

The Purchase Agreement contains customary representations, warranties, conditions and obligations by each party, including our agreement to hold a Special Meeting for the purpose of obtaining Stockholder Approval of the Transaction, certain events giving rise to a default under the Note, and the Purchaser’s right to participate in the purchase of any future offering or sale of securities being offered by the Company or its subsidiaries up to an amount to maintain its pro rata interest in the Company, assuming conversion of the Note and exercise of the Warrants. Pursuant to the Note, the parties agreed to a certain payment by the Company upon the occurrence of a “Sale Transaction” as defined in the Purchase Agreement, a grant by the Company and its subsidiaries of a security interest in all of their respective assets and rights as collateral for the obligations due under the Note, and an automatic conversion of the Note if stockholder approval is obtained and the closing price of the Common Stock exceeds $5.00 per share for a period of five consecutive trading days, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement.

The Warrants were issued in three tranches (each a “Tranche”): (i) the first Tranche consisted of the issuance to the Purchaser of a Warrant to acquire 2,133,334 shares of our Common Stock at a price of $1.875 per share, (ii) the second Tranche consisted of the issuance to the Purchaser of a Warrant to acquire 1,523,810 shares of our Common Stock at a price of $2.625 per share, and (iii) the third Tranche consisted of the issuance to the Purchaser of a Warrant to acquire 1,185,186 shares of our Common Stock at a price of $3.375 per share. The Warrants become exercisable on July 30, 2034 (the “Initial Exercise Date”) and will expire on the tenth anniversary of the Initial Exercise Date. The Warrants are exercisable for cash only and have no price-based antidilution.

The Company has agreed to call a Special Meeting of its stockholders to approve the Transaction, including, without limitation, the issuance of all of the Conversion Shares.

Why We are Seeking Stockholder Approval of the Issuance Proposal

Our Common Stock is listed on The Nasdaq Capital Market, and as a result, we are subject to Nasdaq’s Listing Rules, including Nasdaq Listing Rule 5635(b).

Pursuant to Nasdaq Listing Rule 5635(b), stockholder approval is required prior to an issuance of securities that could result in a “change of control” of a listed company, which for Nasdaq purposes, is generally deemed to occur when, as a result of an issuance, an investor or a group of investors acquires, or has the right to acquire, 20% or more of the outstanding equity or voting power of the company and such ownership or voting power would be the company’s largest ownership position. As described above, upon us obtaining this stockholder approval, the Note shall be convertible into Common Stock, subject to the terms of the Note. As a result, the issuance of the Conversion Shares upon the conversion of the Note may result in the issuance of shares of Common Stock in excess of 19.9% of the issued and outstanding Common Stock or 19.9% of the voting power outstanding immediately prior to such issuance. In light of this rule, the Note provides that it is not convertible until the Company obtains the approval of its stockholders as required by Nasdaq. Accordingly, we are seeking stockholder approval pursuant to Nasdaq Listing Rule 5635(b).

If the Company does not obtain stockholder approval at the Special Meeting, the Company shall call a meeting as often as reasonably practicable to seek stockholder approval until the earlier of the date that either the stockholder approval is obtained or the Note is no longer outstanding.

Additional Information

This summary is intended to provide you with basic information concerning the Purchase Agreement, the Note, and the Warrants. The full text of the Note and Warrants was included as exhibits to our Current Report on Form 8-K filed with the SEC on July 31, 2024.

Effect on Current Stockholders if the Issuance Proposal is Approved

Each additional share of Common Stock that would be issuable to the Purchaser would have the same rights and privileges as each share of our currently outstanding Common Stock. The issuance of shares of Common Stock to the Purchaser pursuant to the terms of the Note and the Warrants will not affect the rights of the holders of our outstanding Common Stock, but such issuances will have a dilutive effect on the existing stockholders, including the voting power and economic rights of the existing stockholders, and may result in a decline in our stock price or greater price volatility.

If approved, the Note is convertible into an undeterminable number of shares of the Company’s Common Stock and the outstanding Warrants are exercisable for an aggregate of 4,842,330 shares of Common Stock.

Effect on Current Stockholders if the Issuance Proposal is Not Approved

The Company is not seeking the approval of its stockholders to authorize its entry into the Purchase Agreement, the Note, or the Warrants, as the Company has already done so, and such documents already are binding obligations of the Company. The failure of the Company’s stockholders to approve the Issuance Proposal will not negate the existing terms of the documents, which will remain binding obligations of the Company. If the stockholders do not approve this proposal, the Company will be required to pay the Note when it becomes due in cash.

The Company’s ability to successfully implement its business plans and ultimately generate value for its stockholders is dependent upon its ability to raise capital and satisfy its ongoing business needs. If the Company is required to satisfy its obligations under the Purchase Agreement and the Note in cash rather than Common Stock, the Company likely will not have the capital necessary to fully satisfy its ongoing business needs, the effect of which will materially and adversely impact future operating results, and result in a delay in or modification or abandonment of our business plans. Additionally, it may be necessary for the Company to acquire additional financing in order to satisfy its obligations under the Purchase Agreements in cash, which financing may not be available on advantageous terms, or at all, and which in any event will result in the incurrence of additional transaction expenses.

Further, pursuant to the Purchase Agreement, if the Company does not obtain stockholder approval of the Issuance Proposal at the Special Meeting, the Company will be obligated to continue to seek stockholder approval of the Issuance Proposal until the earlier of the date that either the stockholder approval is obtained or the Note is no longer outstanding. As such, failure to obtain stockholder approval of the Issuance Proposal at the Special Meeting will require the Company to incur the costs of holding one or more additional stockholder meetings until it obtains such approval.

Required Vote of Stockholders

The approval of the Issuance Proposal requires that a quorum exist, and the affirmative vote of the majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter shall be required to approve the Issuance Proposal. Abstentions are not considered votes cast and will therefore have no effect on the Issuance Proposal. Under applicable Nasdaq Stock Market listing rules, brokers are not permitted to vote shares held for a customer on “non-routine” matters (such as the Issuance Proposal) without specific instructions from the customer. Therefore, broker non-votes are not considered votes cast and will also have no effect on the outcome of the Issuance Proposal.

Recommendation of our Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(B), OF THE FULL ISSUANCE OF SHARES OF COMMON STOCK ISSUABLE BY THE COMPANY UPON CONVERSION OF THE NOTE.

PROPOSAL 2

ADJOURNMENT PROPOSAL

Holders of Company Common Stock are being asked to authorize the holder of any proxy solicited by the Board of Directors to vote in favor of granting discretionary authority to the Board of Directors to adjourn the Special Meeting to another time and place for the purpose of soliciting additional proxies. If the stockholders approve this proposal, the Board of Directors could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders who have previously voted.

This Adjournment Proposal will be presented to stockholders at the Special Meeting to seek their approval of an adjournment to another time or place, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Issuance Proposal or to constitute a quorum.

If, at the Special Meeting, the number of shares present or represented and voting to approve the presented Proposals is not sufficient to approve the Issuance Proposal, or if a quorum is not present, the Board of Directors currently intends to move to adjourn the Special Meeting to enable the Board of Directors to solicit additional proxies for the approval of the Issuance Proposal.

Required Vote of Stockholders

The approval of the Adjournment Proposal requires that holders of a majority of the shares present in person or by proxy at the Special Meeting and entitled to vote thereon vote “FOR” this Adjournment Proposal. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “against” the proposal. Because this proposal is considered a “routine” matter under applicable stock exchange rules, we do not expect to receive any broker non-votes on this proposal.

Recommendation of our Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF THE ADJOURNMENT PROPOSAL.

HOUSEHOLDING MATTERS

The SEC has adopted rules that permit companies to deliver a single copy of proxy materials to multiple stockholders sharing an address unless a company has received contrary instructions from one or more of the stockholders at that address. This means that only one copy of the proxy materials may have been sent to multiple stockholders in your household. If you would prefer to receive separate copies of the proxy materials either now or in the future, please contact our Corporate Secretary either by calling (201) 842-7715 or by mailing a request to Attn: Corporate Secretary, 301 Rte. 17 North, Ste. 800, Rutherford, NJ 07070. Upon written or oral request to the Corporate Secretary, the Company will provide a separate copy of the proxy materials. In addition, stockholders at a shared address who receive multiple copies of proxy materials may request to receive a single copy of proxy materials in the future in the same manner as described above.

STOCKHOLDER PROPOSALS

Only proper proposals under Rule 14a-8 of the Exchange Act which are timely received will be included in the proxy materials for our next annual meeting. In order to be considered timely, such proposal must be received by our Chief Financial Officer at the address provided herein for our corporate offices in New Jersey no later than December 3, 2024. We suggest that stockholders submit any stockholder proposal by certified mail, return receipt requested.

Our Bylaws require stockholders to provide advance notice to the Company of any stockholder director nomination(s) and any other matter a stockholder wishes to present for action at an annual meeting of stockholders (other than matters to be included in our proxy statement, which are discussed in the previous paragraph). In order to properly bring business before an annual meeting, our Bylaws require, among other things, that the stockholder submit written notice thereof complying with our Bylaws to our Chief Financial Officer, at the above address, not less than 90 days nor more than 120 days prior to the anniversary of the preceding year’s annual meeting. Therefore, the Company must receive notice of a stockholder proposal submitted other than pursuant to Rule 14a-8 (as discussed above) no sooner than December 27, 2024, and no later than January 26, 2025. If a stockholder fails to provide timely notice of a proposal to be presented at our 2024 Annual Meeting of Stockholders, the proxy designated by our Board will have discretionary authority to vote on any such proposal that may come before the meeting.

By Order of the Board of Directors of
Glucotrack, Inc.
Sincerely,

/s/ Paul Goode
Paul Goode
Chairman of the Board

Rutherford, New Jersey

August 19, 2024