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UNITED
STATES
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Check
the appropriate box:
Glucotrack,
Inc.
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
Glucotrack,
Inc.
301
Rte. 17 North, Suite 800
(201)
842-7715
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
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 Friday, January 3, 2025, 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):
The
Board of Directors unanimously recommends that stockholders vote FOR each of Proposal 1, Proposal 2, Proposal 3, and Proposal
4.
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 November 8, 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 December 6, 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/GCTK2025SM.
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
.
Paul
Goode
Chief
Executive Officer
Rutherford,
New Jersey
December
6, 2024
TABLE
OF CONTENTS
GLUCOTRACK,
INC.
PROXY
STATEMENT
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 Friday, January 3, 2025, at 11:00
a.m. (Eastern time) at
https://www.virtualshareholdermeeting.com/GCTK2025SM
. 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:
Stockholders
of record at the close of business on November 8, 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 December
6, 2024, to all stockholders entitled to vote at the Special Meeting.
Questions
and Answers about the Special Meeting and Voting
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:
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 January 2, 2025, 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 the Board, as permitted
by law.
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 persons proxy nonetheless. The
proposals listed in this Proxy Statement state the votes needed to approve the proposed actions.
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, the Reverse Stock Split Proposal, the Charter Amendment 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.
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.
Reverse
Stock Split Proposal
. The approval of the Reverse Stock Split 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 Reverse Stock Split Proposal. The Reverse Stock Split Proposal is generally considered to be a routine
matter which means that banks, brokers or other nominees will have discretionary authority to vote on this matter. Accordingly, no
broker non-votes are expected on the Reverse Stock Split Proposal. Abstentions and broker non-votes,
if any, will not be counted as votes cast and will not affect the outcome of the vote on the Reverse Stock Split Proposal. .
Charter
Amendment Proposal
. The approval of the Charter Amendment 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 Charter Amendment Proposal. The Charter Amendment Proposal is generally considered to be a routine
matter which means that banks, brokers or other nominees will have discretionary authority to vote on this matter. Accordingly, no
broker non-votes are expected on the Charter Amendment Proposal. Abstentions and broker non-votes, if
any, will not be counted as votes cast and will not affect the outcome of the vote on the Charter Amendment Proposal.
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. The Adjournment Proposal is generally considered to be a routine
matter which means that banks, brokers or other nominees will have discretionary authority to vote on this matter. Accordingly, no
broker non-votes are expected on the Adjournment Proposal. Abstentions and broker non-votes, if any,
will not be counted as votes cast and will not affect the outcome of the vote on the Adjournment Proposal.
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.
Proxies
are being solicited by the Board of Directors for use at the Special Meeting. The Companys
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 Companys 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.
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 the date of this Proxy Statement,
unless otherwise noted below, for the following:
Applicable
percentage ownership is based on 14,494,983 shares of our common stock outstanding as of December 4, 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 the date of this Proxy Statement, and warrants currently exercisable, or exercisable
within 60 days after the date of this Proxy Statement, 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.
2.7
(4)
9,197
(7)
8,503,080
44.0
46.5
44.0
*
Less than 1.0%.
TO
APPROVE, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(D), THE FULL ISSUANCE OF SHARES OF COMMON STOCK ISSUABLE BY THE
COMPANY UPON EXERCISE OF THE COMMON WARRANTS
Overview
Securities
Purchase Agreement, Offering, and Concurrent Private Offering
On
November 13, 2024, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with certain purchasers
identified on the signature pages therein, pursuant to which the Company sold in a public offering (the Offering), pursuant
to an effective registration statement on Form S-1 (File No. 333- 282158) under the Securities Act of 1933, as amended (the Securities
Act), an aggregate of (i) 2,437,340 shares (the Shares) of its common stock (ii) 4,756,900 pre-funded warrants (the
Pre-Funded Warrants) to purchase up to an aggregate of 4,756,900 shares of common stock in lieu of Shares, (iii) 7,194,240
Series A Warrants (the Series A Warrants) to purchase up to 7,194,240 shares of common stock (the Series A Warrant
Shares) and (iv) 7,194,240 Series B Warrants (the Series B Warrants and, together with the Series A Warrants, the
Common Warrants) to purchase up to 7,194,240 shares of common stock (the Series B Warrant Shares together
with the Series A Warrant Shares, the Warrant Shares). The Offering, including the issuance of the Common Warrants is hereinafter
referred to as the Transaction.
In
a private placement offering completed concurrently with the Offering (the Concurrent Private Offering), an existing investor,
which is controlled by a director of the Company, converted approximately $4,093,112 of debt, which
represented the then outstanding principal and accrued interest under a convertible promissory note dated July 30, 2024 (the Debt).
The Debt was converted to common stock and Common Warrants on substantially the same terms as the Offering, resulting in the issuance
of 2,640,717 shares of common stock, 2,640,717 accompanying Series A Warrants, and 2,640,717 accompanying Series B Warrants,
based on a conversion price of $1.55 per share, which is equal to the consolidated closing bid price of the common stock on the Nasdaq
Capital Market on November 12, 2024.
In
addition, concurrently with the Offering, the Company converted on substantially the same terms as the Offering, three convertible
promissory notes, each dated July 18, 2024, with an aggregate outstanding principal and accrued interest in the amount of $304,494 (the
July 18 Notes). The July 18 Notes were converted at a conversion price of $1.56, which is equal to the Floor Price as defined
in the July 18 Notes, for an aggregate of 195,188 shares of common stock, 195,188 Series A Warrants, and 195,188 Series B Warrants (the
July 18 Note Conversion).
The
common stock and the Common Warrants issued in connection with the Concurrent Private Offering and the July 18 Note Conversion
are not registered under the Securities Act and were offered pursuant to the exemption from registration provided in Section 4(a)(2)
under the Securities Act and/or Rule 506(b) promulgated thereunder.
Each
Series A Warrant has an exercise price per share of $1.81 and will be exercisable beginning on the date on which Stockholder
Approval (as defined below) is received and deemed effective (the Initial Exercise Date or the Stockholder
Approval Date). The Series A Warrants will expire on the five-year anniversary of the Initial Exercise Date. The Series B
Warrants will have an exercise price per share of $1.81 and will be exercisable beginning on the Initial Exercise Date. The Series B
Warrants will expire on the two and one-half year anniversary of the Initial Exercise Date. The issuance of Warrant Shares
upon exercise of the Common Warrants is subject to stockholder approval under Nasdaq Listing Rule 5635(d) of The Nasdaq Stock Market
LLC (Nasdaq) (Stockholder Approval and the date on which Stockholder Approval is received and deemed
effective, the Stockholder Approval Date).
The
following adjustments are contained within the Common Warrants:
a.
The reduction of the Common Warrants exercise price to a price equal to the lesser of (i) the then exercise price and (ii) the
lowest volume weighted average price (VWAP) during the period commencing five trading days immediately preceding and
the five trading days commencing on the date the Company effects a reverse stock split in the future with a proportionate increase in
the number of shares underlying the Common Warrants;
b.
The adjustment contained within the Series A Warrants, providing for a reduction to the exercise price and a proportionate increase in
the number of shares underlying the Series A Warrants upon issuance of the common stock or common stock equivalents at a price per share
that is less than the exercise price of each Series A Warrant;
c.
A reduction to the exercise price to equal the lowest of (i) the exercise price then in effect, (ii) the lowest daily VWAP for the 10-trading
day period commencing on the first trading day following the Shareholder Approval Date, and ending following the close of trading on
the 10th trading day thereafter, and (iii) the lowest VWAP during the period commencing five (5) consecutive trading days immediately
preceding the eleventh (11th) trading day following the Stockholder Approval Date;
d.
The provision contained within the Series B Warrants providing for an alternative cashless exercise feature pursuant to which the holder
of the Series B Warrant has the right to receive an aggregate number of shares of common stock equal to the product of (x) the
aggregate number of shares of common stock that would be issuable upon a cashless exercise of the Series B Warrant and (y) 3.0; and
e.
Upon the Stockholder Approval Date any adjustment to the Warrants will be subject to a floor price of $0.28 (collectively (a)-(e),
the Adjustments and, each an Adjustment).
Pursuant
to the Purchase Agreement, 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 Warrant Shares underlying the Common Warrants issued in the Offering, the Concurrent
Private Offering and the July 18 Note Conversion.
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 Nasdaqs Listing Rules, including Nasdaq
Listing Rule 5635(d).
Nasdaq
Listing Rule 5635(d) requires stockholder approval of transactions, other than public offerings, resulting in the issuance of greater
than 20% of the outstanding common stock at a price less than the Minimum Price. Because (i) no additional consideration
was paid for the Common Warrants, and (ii) the exercise in full of the Common Warrants (including shares of common stock issuable in
connection with any Adjustment), taken together with the sale of the Shares and Pre-Funded Warrants in the Offering, the Concurrent Private
Offering and the July 18 Note Conversion, would have resulted in the issuance of more than 20% of our outstanding shares of common
stock, Nasdaq Listing Rule 5635(d) is implicated by the issuance of the Common Warrants. Accordingly, in order to comply with Nasdaq
Listing Rule 5635(d), the Common Warrants include a provision under which they may not be exercised until we have obtained Stockholder
Approval.
Accordingly,
we are seeking stockholder approval pursuant to Nasdaq Listing Rule 5635(d) to permit the issuance of the maximum number of Warrant
Shares issuable pursuant to the terms of the Common Warrants.
If
the Company does not obtain stockholder approval at the Special Meeting, the Company will not be able to issue to the holders of the
Common Warrants the number of shares to which they would otherwise be entitled upon full exercise of the Common Warrants, which could
require the Company to pay substantial cash amounts in lieu of delivering those shares.
In
connection with the Offering, certain existing Company stockholders entered into support agreements (each a Support Agreement)
with the Company, pursuant to which certain existing Company stockholders agreed to vote their shares of common stock at the Special
Meeting to approve the Issuance Proposal and the Reverse Stock Split Proposal.
Additional
Information
This
summary is intended to provide you with basic information concerning the Purchase Agreement and the Common Warrants. The full texts of
the Common Warrants were included as exhibits to our Current Report on Form 8-K filed with the SEC on November 14, 2024.
The
foregoing description of the Support Agreement is qualified in its entirety by reference to the full text of the form of Support Agreement,
a copy of which is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 18, 2024
.
Effect
on Current Stockholders if the Issuance Proposal is Approved
Each
additional share of common stock that would be issuable upon the exercise of the Common Warrants would have the same rights and
privileges as each share of our currently outstanding common stock. The issuance of shares of common stock pursuant to the terms of the
Common 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 outstanding Common Warrants are exercisable for a maximum of an aggregate of 259,350,892 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 or the Common Warrants, as
the Company has already done so, and such documents already are binding obligations of the Company. The failure of the Companys
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 holders of Common Warrants
in cash in lieu of delivering Warrant Shares.
The
Companys 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 Common Warrants 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 Common Warrants 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,
each Purchaser shall be refunded all consideration paid for the Common Warrants purchased by such Purchaser as promptly as practicable
following the Companys failure to obtain such Stockholder 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, OF (I) THE ISSUANCE, IN ACCORDANCE
WITH NASDAQ RULE 5635(D), OF 20% OR MORE OF OUR COMMON STOCK INCLUDING THE ISSUANCE OF THE COMMON WARRANTS AND SUBJECT TO THE TERMS OF
THE COMMON WARRANTS, ANY RESULTING ISSUANCE OF WARRANT SHARES INCLUSIVE OF THE TERMS OF THE ADJUSTMENT, PURSUANT TO THAT CERTAIN SECURITIES
PURCHASE AGREEMENT, DATED NOVEMBER 13, 2024, BY AND BETWEEN US AND CERTAIN ACCREDITED INVESTORS AND (II) THE FOLLOWING ADJUSTMENTS CONTAINED
WITHIN THE SERIES A WARRANTS AND SERIES B WARRANTS: (A
) The reduction of the Common Warrants
exercise price to a price equal to the lesser of (i) the then exercise price and (ii) lowest vwap during the period commencing five trading
days immediately preceding and the five trading days commencing on the date the Company effects a reverse stock split in the future with
a proportionate increase in the number of shares underlying the Common Warrants
; (B)
The
adjustment contained within the Series A Warrants, providing for a reduction to the exercise price and a proportionate increase in the
number of shares underlying the Series A Warrants upon issuance of the common stock or common stock equivalents at a price per share
that is less than the exercise price of each Series A Warrant;
(C)
A reduction to the
exercise price to equal the lowest of (X) the exercise price then in effect, (Y) the lowest daily VWAP for the 10-trading day period
commencing on the first trading day following the Shareholder Approval Date, and ending following the close of trading on the 10th trading
day thereafter, and (Z) the lowest VWAP during the period commencing five (5) consecutive Trading Days immediately preceding the eleventh
(11th) trading day following the Stockholder Approval Date
; AND (D) THE PROVISION CONTAINED WITHIN THE SERIES B WARRANTS PROVIDING
FOR AN ALTERNATIVE CASHLESS EXERCISE FEATURE PURSUANT TO WHICH THE HOLDER OF THE SERIES B WARRANT HAS THE RIGHT TO RECEIVE AN AGGREGATE
NUMBER OF SHARES OF COMMON STOCK EQUAL TO THE PRODUCT OF (X) THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK THAT WOULD BE ISSUABLE UPON
A CASHLESS EXERCISE OF THE SERIES B WARRANT AND (Y) 3.0. AND (III) UPON THE STOCKHOLDER APPROVAL DATE ANY ADJUSTMENT TO THE EXERCISE
PRICE OF AND NUMBER OF SHARES UNDERLYING THE COMMON WARRANTS WILL BE SUBJECT TO A FLOOR PRICE OF $0.28.
APPROVAL
OF REVERSE STOCK SPLIT
Overview
Our
Board has determined that it is advisable and in the best interests of the Company and its stockholders, for us to amend our Certificate
of Incorporation to authorize our Board to effect the Reverse Stock Split (the Reverse Stock Split Charter Amendment) of
our issued and outstanding shares of common stock at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty (1:20) (the Approved
Split Ratios), with such ratio to be determined at the sole discretion of the Board. A vote for this Proposal 2
will constitute approval of the Reverse Stock Split that, once authorized by the Board and effected by filing the Reverse Stock Split
Charter Amendment with the Secretary of State of the State of Delaware, will combine between two and twenty (20) shares of our
common stock into one share of our common stock. If implemented, the Reverse Stock Split will have the effect of decreasing the number
of shares of our common stock issued and outstanding.
Accordingly,
stockholders are asked to adopt and approve the Reverse Stock Split Charter Amendment set forth in
Appendix A
of this Proxy Statement
to effect the Reverse Stock Split as set forth in the Reverse Stock Split Charter Amendment, subject to the Boards determination,
in its sole discretion, whether or not to implement the Reverse Stock Split, as well as the specific ratio within the range of the Approved
Split Ratios, and provided that the Reverse Stock Split must be effected on or prior to the one-year anniversary date of the Special
Meeting. The text of
Appendix A
remains subject to modification to include such changes as may be required by the Secretary of
State of the State of Delaware and as our Board deems necessary or advisable to implement the Reverse Stock Split.
If
adopted and approved by the holders of our outstanding voting securities, the Reverse Stock Split would be applied at an Approved Split
Ratio approved by the Board prior to the one-year anniversary date of the Special Meeting. The Board reserves the right to elect to abandon
the Reverse Stock Split if it determines, in its sole discretion, that the Reverse Stock Split is no longer in the best interests of
the Company and its stockholders.
Purpose
and Rationale for the Reverse Stock Split
Avoid
Delisting from Nasdaq.
As we have previously reported, on May 26, 2023, we received notice from the Listing Qualifications Staff
of The Nasdaq Stock Market LLC (Nasdaq) indicating that, based upon the closing bid price of our common stock for the prior
30 consecutive business days, we were not in compliance with the requirement to maintain a minimum bid price of $1.00 per share
for continued listing on Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the Bid Price Rule). We had 180 days from
May 26, 2023, or through November 22, 2023, to regain compliance with the Bid Price Rule.
On
November 24, 2023, we received a second letter from Nasdaq notifying the Company that it had been granted an additional 180 calendar
days, or until May 20, 2024 (the Extended Compliance Period), to regain compliance with the Minimum Bid Price Requirement
in accordance with Nasdaq Listing Rule 5810(c)(3)(A).
On
May 17, 2024, in order to regain compliance with the Bid Price Rule, we filed a Certificate of Amendment to the Companys Certificate
of Incorporation with the Secretary of State of the State of Delaware which effected, as of 4:30 p.m. Eastern Time, on May 17, 2024,
a one-for-five reverse stock split of our issued and outstanding shares of common stock (the May Reverse Split). Following
the May Reverse Split, the number of shares of common stock outstanding was proportionally reduced. The shares of common stock underlying
the outstanding stock options and warrants were similarly adjusted along with corresponding adjustments to their exercise prices. The
May Reverse Split also proportionally reduced the total number of authorized shares of common stock from 500,000,000 shares to 100,000,000
shares.
On
May 21, 2024, we received a third letter from Nasdaq (the Letter) notifying us that it had not regained compliance with
the Bid Price Rule during the Extended Compliance Period. The Letter also notified us that our Form 10-Q for the period ended March 31,
2024, indicated that we did not meet the $2,500,000 minimum stockholders equity requirement for continued listing
set forth under Listing Rule 5550(b)(1) (the Minimum Stockholders Equity Requirement). Pursuant to Listing Rule
5810(d)(2), the failure to comply with the Minimum Stockholders Equity Requirement became an additional and separate basis for
delisting.
Because
we were under review for failure to comply with the Bid Price Rule, we were not eligible to submit a plan to regain compliance with
the Minimum Stockholders Equity Requirement. Accordingly, unless we requested an appeal of this determination by May
28, 2024, trading of our common stock would have been suspended at the opening of business on May 30, 2024, and a Form 25-NSE
would have beeen filed with the Securities and Exchange Commission (the SEC). We timely requested a hearing
before a Nasdaq Hearings Panel (the Panel). The hearing request resulted in a stay of any suspension or delisting action
pending the hearing. On August 5, 2024, we received the decision of the Panel, and they granted us an extension until November 18, 2024
to regain compliance with the Minimum Stockholders Equity Requirement.
On
November 19, 2024, the Company received a compliance letter (the Compliance Letter) from Nasdaq, informing the Company
that it had regained compliance with the Minimum Stockholders Equity Requirement. The Compliance Letter noted that because
the Companys bid price had closed below the minimum required by the Bid Price Rule following the Offering, the Panel has
determined to impose on the Company a Discretionary Panel Monitor, pursuant to Listing Rule 5815(d)(4)(B), for a period of one year from
the date of the Compliance Letter, to ensure that the Company maintains long-term compliance with the Minimum Stockholders Equity
Requirement, the Bid Price Rule, and all of Nasdaqs continued listing requirements.
Our
Board believes that the Reverse Stock Split is necessary to maintain our listing on The Nasdaq Capital Market and maintain compliance
with the Bid Price Rule. Accordingly, the Board has approved resolutions proposing the Reverse Stock Split Charter Amendment to effect
the Reverse Stock Split and directed that it be submitted to our stockholders for adoption and approval at the Special Meeting. Management
and the Board have considered the potential harm to us and our stockholders should Nasdaq delist our common stock from trading. Delisting
could adversely affect the liquidity of our common stock since alternatives, such as the OTC Bulletin Board and the pink sheets, are
generally considered to be less efficient markets. An investor likely would find it less convenient to sell, or to obtain accurate quotations
in seeking to buy, our common stock on an OTC market. Many investors likely would not buy or sell our common stock due to difficulty
in accessing OTC markets, policies preventing them from trading in securities not listed on a national exchange, or other reasons.
Other
reasons
. The Board also believes that the increased market price of our common stock expected as a result of implementing the Reverse
Stock Split could improve the marketability and liquidity of our common stock and may encourage interest and trading in our common stock.
The Reverse Stock Split, if effected, could allow a broader range of institutions to invest in our common stock (namely, funds that are
prohibited from buying stock whose price is below a certain threshold), potentially increasing the trading volume and liquidity of our
common stock. The Reverse Stock Split could help increase analyst and broker interest in the common stock, as their policies can discourage
them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced
stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing
in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies
and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers
commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks,
a low average price per share of our common stock can result in individual stockholders paying transaction costs representing a higher
percentage of their total share value than would be the case if the share price were higher.
Our
Board does not intend for this transaction to be the first step in a series of plans or proposals to effect a going private transaction
within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act).
Risks
of the Proposed Reverse Stock Split
We
cannot assure you that the proposed Reverse Stock Split will increase the price of our common stock and have the desired effect of maintaining
compliance with Nasdaqs Bid Price Rule.
If
the Reverse Stock Split is implemented, our Board expects that it will increase the market price of our common stock so that we are able
to maintain compliance with the Bid Price Rule. However, the effect of the Reverse Stock Split upon the market price of our common stock
cannot be predicted with any certainty. The history of similar reverse stock splits for companies in similar circumstances is varied.
It is possible that (i) the per share price of our common stock after the Reverse Stock Split will not rise in proportion to the reduction
in the number of shares of our common stock outstanding resulting from the Reverse Stock Split, (ii) the market price per post-Reverse
Stock Split share may not exceed or remain in excess of the $1.00 minimum bid price for a sustained period of time, or (iii) the Reverse
Stock Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. Even
if the Reverse Stock Split is implemented, the market price of our common stock may decrease due to factors unrelated to the Reverse
Stock Split. In any case, the market price of our common stock will be based on other factors which may be unrelated to the number of
shares outstanding, including our future performance. If the Reverse Stock Split is consummated and the trading price of our common stock
declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would
occur in the absence of the Reverse Stock Split. Even if the market price per post-Reverse Stock Split share of our common stock remains
in excess of $1.00 per share, we may be delisted due to a failure to meet other continued listing requirements, including Nasdaq requirements
related to the minimum stockholders equity, minimum number of shares that must be in the public float and the minimum market value
of the public float.
A
decline in the market price of our common stock after the Reverse Stock Split is implemented may result in a greater percentage decline
than would occur in the absence of a reverse stock split.
If
the Reverse Stock Split is implemented and the market price of our common stock declines, the percentage decline may be greater than
would occur in the absence of a reverse stock split. The market price of our common stock will, however, also be based upon our performance
and other factors, which are unrelated to the number of shares of common stock outstanding.
The
proposed Reverse Stock Split may decrease the liquidity of our common stock.
The
liquidity of our common stock may be harmed by the proposed Reverse Stock Split given the reduced number of shares of common stock that
would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock
Split.
Determination
of the Ratio for the Reverse Stock Split
If
Proposal 2 is approved by stockholders and the Board determines that it is in the best interests of the Company and its stockholders
to move forward with the Reverse Stock Split, the Approved Split Ratio will be selected by the Board, in its sole discretion. However,
the Approved Split Ratio will not be less than a ratio of one-for-two (1:2) or exceed a ratio of one-for-20 (1:20). In determining
which Approved Split Ratio to use, the Board will consider numerous factors, including the historical and projected performance of our
common stock, the effect of the Approved Split Ratio on our compliance with other Nasdaq listing requirements, prevailing market conditions
and general economic trends, and will place emphasis on the expected closing price of our common stock in the period following the effectiveness
of the Reverse Stock Split. The Board will also consider the impact of the Approved Split Ratios on investor interest. The purpose of
selecting a range is to give the Board the flexibility to meet business needs as they arise, to take advantage of favorable opportunities
and to respond to a changing corporate environment. Based on the number of shares of common stock issued and outstanding as of the
date of this Proxy Statement, after completion of the Reverse Stock Split, we will have between 724,749 and 7,247,491
shares of common stock issued and outstanding, depending on the Approved Split Ratio selected by the Board.
Principal
Effects of the Reverse Stock Split
After
the effective date of the proposed Reverse Stock Split, each stockholder will own a reduced number of shares of common stock. The
proposed Reverse Stock Split will affect all stockholders uniformly. The proportionate voting rights and other rights and preferences
of the holders of our common stock will not be affected by the proposed Reverse Stock Split. For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately
prior to a Reverse Stock Split would continue to hold 2% of the voting power of the outstanding shares of our common stock immediately
after such Reverse Stock Split.
The
following table contains approximate number of issued and outstanding shares of common stock, and the estimated per share trading price
following a 1:2 to 1:20 Reverse Stock Split, without giving effect to the issuance of any derivative securities, as of December 4,
2024.
After
Each Reverse Stock Split Ratio
After
the effective date of the Reverse Stock Split, our common stock would have a new CUSIP number, a number used to identify our common stock.
Our
common stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other
requirements of the Exchange Act. The proposed Reverse Stock Split will not affect the registration of our common stock under the Exchange
Act. Our common stock would continue to be reported on Nasdaq under the symbol GCTK, although it is likely that Nasdaq
would add the letter D to the end of the trading symbol for a period of twenty trading days after the effective date of
the Reverse Stock Split to indicate that the Reverse Stock Split had occurred.
Effect
on Outstanding Derivative Securities
The
Reverse Stock Split will require that proportionate adjustments be made to the conversion rate, the per share exercise price and the
number of shares issuable upon the exercise or conversion of the following outstanding derivative securities issued by us, in accordance
with the Approved Split Ratio (all figures are as of December 4, 2024, and are on a pre-Reverse Stock Split basis), including:
The
adjustments to the above securities, as required by the Reverse Stock Split and in accordance with the Approved Split Ratio, would result
in approximately the same aggregate price being required to be paid under such securities upon exercise, and approximately the same value
of shares of common stock being delivered upon such exercise or conversion, immediately following the Reverse Stock Split as was the
case immediately preceding the Reverse Stock Split.
Effect
on Equity Incentive Plans
As
of December 4, 2024, we had 65,629 shares and 2,675,636 shares of common stock reserved for issuance pursuant to the exercise
of outstanding options issued under our 2010 Plan and 2024 Plan, respectively. Pursuant to the terms of the 2010 Plan and the 2024 Plan,
the Board, or a designated committee thereof, as applicable, will adjust the number of shares of common stock underlying outstanding
awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued pursuant to the 2010 Plan
and the 2024 Plan to equitably reflect the effects of the Reverse Stock Split. The number of shares subject to vesting under restricted
stock awards and the number of shares issuable as contingent consideration as part of an acquisition by the Company will be similarly
adjusted, subject to our treatment of fractional shares. Furthermore, the number of shares available for future grant under the 2024
Plan will be similarly adjusted.
Effective
Date
The
proposed Reverse Stock Split would become effective on the date of filing of the Reverse Stock Split Charter Amendment with the office
of the Secretary of State of the State of Delaware unless another effective date is set forth in the Reverse Stock Split Charter Amendment.
On the effective date, shares of common stock issued and outstanding shares of common stock held in treasury, in each case, immediately
prior thereto will be combined and reclassified, automatically and without any action on the part of our stockholders, into new shares
of common stock in accordance with the Approved Split Ratio set forth in this Proposal 2. If the proposed Reverse Stock Split Charter
Amendment is not adopted and approved by our stockholders, the Reverse Stock Split will not occur.
Treatment
of Fractional Shares
No
fractional shares of common stock will be issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise would be
entitled to receive fractional shares because they hold a number of shares not evenly divisible by the reverse stock split ratio will
automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share.
Record
and Beneficial Stockholders
If
the Reverse Stock Split is authorized by our stockholders and our Board elects to implement the Reverse Stock Split, stockholders of
record holding some or all of their shares of common stock electronically in book entry form under the direct registration system for
securities will receive a transaction statement at their address of record indicating the number of shares of common stock they hold
after the Reverse Stock Split. Non-registered stockholders holding common stock through a bank, broker or other nominee should note that
such banks, brokers or other nominees may have different procedures for processing the consolidation than those that would be put in
place by us for registered stockholders. If you hold your shares with such a bank, broker or other nominee and if you have questions
in this regard, you are encouraged to contact your nominee.
If
the Reverse Stock Split is authorized by the stockholders and our Board elects to implement the Reverse Stock Split, stockholders of
record holding some or all of their shares in certificate form will receive a letter of transmittal, as soon as practicable after the
effective date of the Reverse Stock Split. Our transfer agent will act as exchange agent for the purpose of implementing
the exchange of stock certificates. Holders of pre-Reverse Stock Split shares will be asked to surrender to the exchange agent certificates
representing pre-Reverse Stock Split shares in exchange for post-Reverse Stock Split shares and payment in lieu of fractional shares
(if any) in accordance with the procedures to be set forth in the letter of transmittal. Until surrender, each certificate representing
shares before the Reverse Stock Split would continue to be valid and would represent the adjusted number of whole shares based on the
approved exchange ratio of the Reverse Stock Split selected by the Board. No new post-Reverse Stock Split share certificates will be
issued to a stockholder until such stockholder has surrendered such stockholders outstanding certificate(s) together with the
properly completed and executed letter of transmittal to the exchange agent.
STOCKHOLDERS
SHOULD NOT DESTROY ANY PRE-REVERSE STOCK SPLIT STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO
SO.
Accounting
Consequences
The
par value per share of common stock would remain unchanged at $0.001 per share after the Reverse Stock Split. As a result, on the effective
date of the Reverse Stock Split, the stated capital on our balance sheet attributable to the common stock will be reduced proportionally,
based on the Approved Split Ratio selected by the Board, from its present amount, and the additional paid-in capital account shall be
credited with the amount by which the stated capital is reduced. The per share common stock net income or loss and net book value will
be increased because there will be fewer shares of common stock outstanding. The shares of common stock held in treasury, if any, will
also be reduced proportionately based on the Approved Split Ratio selected by the Board. Retroactive restatement will be given to all
share numbers in the financial statements, and accordingly all amounts including per share amounts will be shown on a post-split basis.
We do not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.
No
Appraisal Rights
Our
stockholders are not entitled to dissenters or appraisal rights under the DGCL
with respect to this Proposal 2 and we will not independently provide our stockholders with any such right if the Reverse Stock Split
is implemented.
Material
Federal U.S. Income Tax Consequences of the Reverse Stock Split
The
following is a summary of certain material U.S. federal income tax consequences of a Reverse Stock Split to our stockholders. The summary
is based on the Code, applicable U.S. Department of the Treasury regulations promulgated thereunder, judicial authority and current administrative
rulings and practices as in effect on the date of this Proxy Statement. Changes to the laws could alter the tax consequences described
below, possibly with retroactive effect. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue
Service (the IRS) regarding the federal income tax consequences of a Reverse Stock Split. This discussion only addresses
stockholders who hold common stock as capital assets. It does not purport to be complete and does not address stockholders subject to
special tax treatment under the Code, including, without limitation, financial institutions, tax-exempt organizations, insurance companies,
dealers in securities, foreign stockholders, stockholders who hold their pre-Reverse Stock Split shares as part of a straddle, hedge
or conversion transaction, and stockholders who acquired their pre-Reverse Stock Split shares pursuant to the exercise of employee stock
options or otherwise as compensation. If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes)
is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend
on the status of the partner and the activities of the partnership. Accordingly, partnerships (and other entities treated as partnerships
for U.S. federal income tax purpose) holding our common stock and the partners in such entities should consult their own tax advisors
regarding the U.S. federal income tax consequences of the proposed Reverse Stock Split to them. In addition, the following discussion
does not address the tax consequences of the Reverse Stock Split under state, local and foreign tax laws. Furthermore, the following
discussion does not address any tax consequences of transactions effectuated before, after or at the same time as the Reverse Stock Split,
whether or not they are in connection with the Reverse Stock Split.
We
believe that because the Reverse Stock Split is not part of a plan to increase periodically a stockholders proportionate interest
in our assets or earnings and profits, the Reverse Stock Split should have the following federal income tax effects. The Reverse Stock
Split is expected to constitute a recapitalization for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E)
of the Code. A stockholder who receives solely a reduced number of shares of common stock will not recognize gain or loss. In the aggregate,
such a stockholders basis in the reduced number of shares of common stock will equal the stockholders basis in its old
shares of common stock and such stockholders holding period in the reduced number of shares will include the holding period in
its old shares exchanged. The Treasury Regulations provide detailed rules for allocating the tax basis and holding period of shares of
common stock surrendered in a recapitalization to shares received in the recapitalization. Stockholders of our common stock acquired
on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period
of such shares.
We
will not recognize any gain or loss as a result of the proposed Reverse Stock Split.
A stockholder of our common stock will be subject to backup withholding if such
stockholder is not otherwise exempt and such stockholder does not provide its taxpayer identification number in the manner required or
otherwise fails to comply with backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under
the backup withholding rules may be refunded or allowed as a credit against a stockholders U.S. federal income tax liability,
if any, provided the required information is timely furnished to the IRS. Stockholders of our common stock should consult their own tax
advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.
THE
PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL U.S. INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND DOES
NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS
AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.
Votes
Required
Pursuant
to changes to Section 242 of the DGCL, which became effective on August 1, 2023 (the DGCL Change), the necessary stockholder
vote to approve reverse stock splits and an increase in authorized share capital was reduced from a majority of outstanding shares entitled
to vote, to a majority of votes actually cast at a meeting. In addition to reducing the required shareholder vote for approval of these
actions, the DGCL Change has the effect of causing abstentions to have no effect on a stockholder vote. This reduced vote requirement
only applies to companies (like ours) whose stock is listed on a national securities exchange and who would continue to meet the listing
requirements of the exchange immediately after giving effect to such actions.
Pursuant
to the DCGL Change, approval and adoption of this Proposal 2 requires the affirmative vote of at least a majority of votes actually cast
at the meeting. Proposal 2 is generally considered to be a routine matter which means that banks, brokers or other nominees
will have discretionary authority to vote on this matter. Accordingly, no broker non-votes are expected on Proposal 2.
Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of the vote
on Proposal 2.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR
THE APPROVAL OF THE REVERSE STOCK SPLIT.
APPROVAL
OF AN AMENDMENT TO THE COMPANYS CERTIFICATE OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000
TO 250,000,000
Overview
Our
Board has approved, subject to shareholder approval, an amendment to our Certificate of Incorporation to increase our authorized shares
of common stock from 100,000,000 to 250,000,000 (the Charter Amendment). The increase in our authorized shares of
common stock will become effective upon the filing of the Charter Amendment with the Secretary of State of the State of Delaware. If
the Charter Amendment to increase our authorized shares of common stock is approved by the stockholders at the Special Meeting, we intend
to file the Charter Amendment as soon as practicable following the Special Meeting. The Board reserves the right, notwithstanding stockholder
approval of the Charter Amendment and without further action by our stockholders, not to proceed with the Charter Amendment at any time
before it becomes effective.
The
form of Charter Amendment is set forth as
Appendix B
to this Proxy Statement (subject to any changes required by applicable
law, or any changes that might be required in connection with the approval of the Reverse Stock Split Proposal).
Outstanding
Shares and Purpose of the Proposal
Our
Certificate of Incorporation currently authorizes us to issue a maximum of 100,000,000 shares of common stock, par value $0.001 per share,
and 10,000,000 shares of preferred stock, $0.001 par value per share. As of the Record Date, we had no shares of preferred stock issued
and outstanding and the Charter Amendment does not affect the number of authorized shares of preferred stock.
The
approval of the Charter Amendment to increase our authorized shares of common stock is important for our ongoing business. Our Board
believes it would be prudent and advisable to have the additional shares available to provide additional flexibility regarding the potential
use of shares of common stock for business and financial purposes in the future. Having an increased number of authorized but unissued
shares of common stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and
expense of convening a special meeting of stockholders for the purpose of approving an increase in our authorized shares. The additional
shares could be used for various purposes without further stockholder approval. These purposes may include: (i) raising capital, if we
have an appropriate opportunity, through offerings of common stock or securities that are convertible into common stock; (ii) expanding
our business through potential strategic transactions, including mergers, acquisitions, licensing transactions and other business combinations
or acquisitions of new product candidates or products; (iii) establishing strategic relationships with other companies; (iv) exchanges
of common stock or securities that are convertible into common stock for other outstanding securities; (v) providing equity incentives
pursuant to our 2024 Plan, or another plan we may adopt in the future, to attract and retain employees, officers or directors; and (vi)
other general corporate purposes. We intend to use the additional shares of common stock that will be available to undertake any such
issuances described above. Because it is anticipated that our directors and executive officers will be granted additional equity awards
under our 2024 Plan, or another plan we adopt in the future, they may be deemed to have an indirect interest in the Charter Amendment.
Further, as discussed above, if the Issuance Proposal is approved, the outstanding Common Warrants are exercisable for an aggregate of
a maximum of 259,350,892 shares of common stock.
The
increase in authorized shares of our common stock under the Charter Amendment will not have any immediate effect on the rights of existing
stockholders. However, because the holders of our common stock do not have any preemptive rights, future issuance of shares of common
stock or securities exercisable for or convertible into shares of common stock could have a dilutive effect on our earnings per share,
book value per share, voting rights of stockholders and could have a negative effect on the price of our common stock.
Disadvantages
to an increase in the number of authorized shares of our common stock may include:
Except
as disclosed in this proxy statement, we have no specific plan, commitment, arrangement, understanding or agreement, either oral or written,
regarding the issuance of the proposed new authorization of common stock subsequent to this proposed increase in the number of authorized
shares at this time, and we have not allocated any specific portion of the proposed increase in the authorized number of shares to any
particular purpose. However, we have in the past conducted certain public and private offerings of common stock and warrants, and we
will continue to require additional capital in the near future to fund our operations. As a result, it is foreseeable that we will seek
to issue such additional shares of common stock in connection with any such capital raising activities, or any of the other activities
described above. The Board does not intend to issue any common stock or securities convertible into common stock except on terms that
the Board deems to be in the best interests of us and our stockholders.
Required
Vote of Stockholders
Pursuant
to the DCGL Change, approval and adoption of this Proposal 3 requires the affirmative vote of at least a majority of votes actually cast
at the meeting. Proposal 3
is generally considered
to be a routine matter which means that banks, brokers or other nominees will have discretionary authority to vote on this
matter. Accordingly, no broker non-votes are expected on Proposal 3. Abstentions and broker non-votes,
if any, will not be counted as votes cast and will not affect the outcome of the vote on Proposal 3.
Recommendation
of our Board of Directors
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR
APPROVAL OF THE CHARTER AMENDMENT PROPOSAL.
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, the Reverse Stock Split Proposal, or the Charter Amendment 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, the Reverse Stock Split Proposal, the Charter Amendment 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, the Reverse Stock Split Proposal, and the Charter Amendment Proposal.
Required
Vote of Stockholders
The
approval of Proposal 4 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 Proposal 4. 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 Proposal 4 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.
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.
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 years 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.
Paul
Goode
Chief
Executive Officer
Rutherford,
New Jersey
December
6, 2024
Appendix
A
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GLUCOTRACK, INC.
Glucotrack,
Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), does hereby certify
as follows:
1.
The name of the Corporation is Glucotrack, Inc.
2.
The Certificate of Incorporation of the Corporation is amended by replacing Article IV with the following:
The
total number of shares of common stock which the Corporation is authorized to issue is 100,000,000 shares, par value $0.001 per share
(Common Stock), and the total number of shares of preferred stock which the Corporation is authorized to issue is 10,000,000
shares, par value $0.001 per share.
The
Board of Directors of the Corporation is hereby expressly authorized to provide, out of the unissued shares of preferred stock, for one
or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the
designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating,
optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series.
The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.
Upon
the filing and effectiveness (the Effective Time) of this amendment to the Corporations Certificate of Incorporation,
as amended, pursuant to the Delaware General Corporation Law, each ( ) shares of the Common Stock issued immediately prior to the Effective
Time (the Old Common Stock) shall be reclassified and combined into one validly issued, fully paid and non-assessable share
of the Corporations Common Stock, $0.001 par value per share (the New Common Stock), without any action by the holder
thereof, subject to the treatment of fractional share interests as described below (the Reverse Stock Split). No fractional
shares of New Common Stock shall be issued as a result of the Reverse Stock Split and, any person who would otherwise be entitled to
a fractional share of New Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive
a whole share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split. Each book entry position
that theretofore represented shares of Old Common Stock shall thereafter represent that number of shares of New Common Stock into which
the shares of Old Common Stock represented by such book entry position shall have been reclassified and combined; provided, that each
person holding of record a book entry position that represented shares of Old Common Stock shall receive, a new book entry position evidencing
and representing the number of shares of New Common Stock to which such person is entitled under the foregoing reclassification and combination.
The
Reverse Stock Split shall not affect the total number of shares of capital stock, including the Common Stock, that the Corporation is
authorized to issue, which shall remain as set forth under this Article IV.
3.
This Certificate of Amendment has been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
4.
This Certificate of Amendment shall become effective as of [ ], Eastern Time on [__], 202[__].
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the [__]th
day of [__], 202[__].
Appendix
B
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GLUCOTRACK, INC.
Glucotrack,
Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), does hereby certify
as follows:
1.
The name of the Corporation is Glucotrack, Inc.
2.
The Certificate of Incorporation of the Corporation is hereby amended to increase the authorized shares of the Corporations common
stock, par value $0.001 per share, by deleting the first paragraph under Article IV and replacing such paragraph with the following:
The
total number of shares of common stock which the Corporation is authorized to issue is 250,000,000 shares, par value $0.001 per
share (Common Stock), and the total number of shares of preferred stock which the Corporation is authorized to issue is
10,000,000 shares, par value $0.001 per share.
3.
This Certificate of Amendment has been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
4.
All other provisions of the Certificate of Incorporation shall remain in full force and effect.
5.
This Certificate of Amendment and the amendment to the Certificate of Incorporation effected hereby shall be effective immediately upon
filing.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the [__]th
day of [__], 202[__].
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Securities Exchange Act of 1934
Filed
by the Registrant
☒
Filed
by a Party other than the Registrant
☐
☐
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
(Name of Registrant as Specified in Its Charter)
☒
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.
Rutherford, NJ 07070
To Be Held on January 3, 2025
1.
To
approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock, par value
$0.001 per share (the common stock) issuable by the Company upon exercise of the Series A Warrants and
the Series B Warrants (as defined in the Proxy Statement) (the Issuance Proposal or Proposal 1);
2.
To
approve an amendment to Article IV of the Companys Certificate of Incorporation, as amended (the Certificate of Incorporation)
to effect a reverse stock split of the Companys common stock at a ratio of between 1-for-2 and 1-for-20 (the Reverse
Stock Split), with such ratio to be determined at the sole discretion of the board of directors of the Company (the
Board) and with such Reverse Stock Split to be effected at such time and date, if at all, as determined by the
Board in its sole discretion (the Reverse Stock Split Proposal or Proposal 2);
3.
To
approve an amendment to Article IV of the Companys Certificate of Incorporation to increase the number of our authorized shares
of common stock from 100,000,000 shares to 250,000,000 shares (the Charter Amendment Proposal or Proposal
3); and
4.
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,
the Reverse Stock Split Proposal, and the Charter Amendment Proposal at the Special Meeting (the Adjournment Proposal
or Proposal 4); and
5.
To
transact such other business as may properly come before the Special Meeting.
By
Order of the Board of Directors of
Glucotrack,
Inc.
Sincerely,
/s/
Paul Goode
i
FOR THE SPECIAL MEETING OF STOCKHOLDERS
To Be Held on January 3, 2025
1.
To
approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock, par value $0.001
per share (the common stock) issuable by the Company upon exercise of the Series A Warrants and the Series B
Warrants (as defined below) (the Issuance Proposal or Proposal 1);
2.
To
approve an amendment to Article IV of the Companys Certificate of Incorporation, as amended (the Certificate of Incorporation)
to effect a reverse stock split of the Companys common stock at a ratio of between 1-for-2 and 1-for-20 (the Reverse
Stock Split), with such ratio to be determined at the sole discretion of the board of directors of the Company (the
Board) and with such Reverse Stock Split to be effected at such time and date, if at all, as determined by the
Board in its sole discretion (the Reverse Stock Split Proposal or Proposal 2);
3.
To
approve an amendment to Article IV of the Companys Certificate of Incorporation to increase the number of our authorized shares
of common stock from 100,000,000 shares to 250,000,000 shares (the Charter Amendment Proposal or Proposal
3); and
4.
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,
the Reverse Stock Split Proposal, and the Charter Amendment Proposal at the Special Meeting (the Adjournment Proposal
or Proposal 4); and
5.
To
transact such other business as may properly come before the Special Meeting.
1
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 common stock through a broker,
bank or other nominee, at the close of business on November 8, 2024, the Record Date for the Special Meeting.
Q:
Who
may vote at the Special Meeting?
A:
Our
Board of Directors (Board) set November 8, 2024, as the Record Date for the Special Meeting. If you owned shares of
our common stock at the close of business on November 8, 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 November 8, 2024, there were 5,772,026
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, VStock Transfer, 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.
●
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 January 2,
2025, 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 January 2, 2025, 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 January 2,
2025, the day before the Special Meeting.
2
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, the Reverse Stock Split Proposal, the Charter Amendment 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 Companys 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.
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(d), of the full issuance of shares of common stock issuable
by the Company upon exercise of the Series A Warrants and the Series B Warrants (the Issuance Proposal);
●
The
approval of an amendment to Article IV of the Companys Certificate of Incorporation to effect a reverse stock split of the
Companys common stock at a ratio of between 1-for-2 and 1-for-20, with such ratio to be determined at the sole discretion
of the Board (the Reverse Stock Split) and with such Reverse Stock Split to be effected at such time and date, if at
all, as determined by the Board in its sole discretion (the Reverse Stock Split Proposal);
●
To
approve an amendment to Article IV of the Companys Certificate of Incorporation to increase the number of our authorized shares
of common stock from 100,000,000 shares to 250,000,000 shares (the Charter Amendment 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, the Reverse Stock Split Proposal,
and the Charter Amendment Proposal at the Special Meeting (the Adjournment Proposal).
3
Q:
What
are the recommendations of the Board of Directors?
A:
The
Board of Directors unanimously recommends that you vote:
●
FOR
the Issuance Proposal;
●
FOR
the Reverse Stock Split Proposal;
●
FOR
the Charter Amendment 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.
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 (the DGCL), our Certificate 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:
4
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 January 2, 2025,
the day before the Special Meeting (your latest telephone or Internet vote, as applicable, will be counted and all earlier votes
will be disregarded).
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 file 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:
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:
5
●
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.
Name of Beneficial Owner
Amount and
Nature of
Beneficial Ownership
Percent of Ownership
Named Executives and Directors
Drinda Benjamin
(1)
35,345
*
Allen E. Danzig
8,469
*
Dr. Robert Fischell
(2)
12,231
*
Paul Goode
(3)
382,683
%
James Cardwell
Erin Carter
27,203
*
Luis Malave
22,437
*
Vincent Wong
*
Mark Tapsak
(5)
34,953
*
James Thrower
(6)
54,075
*
John A Ballantyne
Andrew Balo
All directors and officers as a group (12 persons)
9,089,952
%
Over 5% Shareholders
John A Ballantyne Rev Trust 08/01/2017
(8)
8,503,080
%
Andrew Sycoff
(9)
859,749
6.0
%
(1)
Ownership
includes (i) 793 shares of common stock owned individually and (ii)
34,552
options
deemed vested within 60 days of the date of this proxy statement.
(2)
Ownership
includes (i) 10,266 shares of common stock owned individually, (ii) 663 shares of common stock owned jointly by Dr.
Fischell and his wife; and (iii) 639 options deemed vested within 60 days of the date of this proxy statement.
(3)
Ownership
includes (i) 275,152 shares of common stock owned individually, (ii) 65,531 options deemed vested within 60 days of
the date of this proxy statement, and (iii) 42,000 warrants.
(4)
Ownership includes (i) 1,587 shares of common stock
owned individually and (ii) 7,610 options deemed vested within 60 days of the date of this proxy statement.
(5)
Ownership
includes: (i)
1,587
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 the date of this
proxy statement.
(6)
Ownership
includes (i) 1,587 shares of common stock owned individually and (ii)
52,488
options deemed vested within 60 days of the date of this proxy statement.
(7)
Ownership includes: (i) 3,660,750 shares of common stock
and (ii) 4,842,330 warrants exercisable within 60 days of the date of this proxy statement, beneficially owned by John A. Ballantyne
who has voting and investment control over the shares held by John A. Ballantyne Rev Trust 08/01/2017.
(8)
Ownership
includes: (i) 3,660,750 shares of common stock and (ii) 4,842,330 warrants exercisable within 60 days of the date of this proxy
statement 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.
(9)
Ownership
includes (i) 312,263 shares of common stock owned by Mr. Sycoff; (ii) 23,299 shares of common stock owned by Andrew Garrett,
Inc., and (iii) 515,187 shares held by Alma Diversified Holdings LLC, an entity owned by Sharon Sycoff, the wife of Mr. Sycoff. Mr.
Sycoff has voting power and investment control over the shares of common stock held by Andrew Garrett, Inc. Sharon Sycoff has voting
power and investment control over the shares and warrants held by Alma Diversified Holdings LLC, and Mr. Sycoff disclaims beneficial
ownership of the shares held by Alma Diversified Holdings LLC.
6
7
8
9
10
11
12
Current
1:2
1:20
Common stock
Authorized
100,000,000
100,000,000
100,000,000
Common stock Issued and
Outstanding
14,494,983
7,247,491
724,749
Number
of Shares of common stock Reserved for Issuance
(1)
29,361,874
14,680,937
1,468,093
Number of Shares of common
stock Authorized but Unissued and Unreserved
56,143,143
28,071,571
2,807,157
Price
per share, based on the closing price of our common stock on the Record Date
(2)
$
1.38
$
2.76
$
27.60
(1)
Includes
shares reserved for issuance under the Companys 2010 Incentive Compensation Plan (the 2010 Plan) and the Companys
2024 Equity Incentive Plan (the 2024 Plan).
(2)
The
price per share indicated reflects solely the application of the applicable reverse split ratio to the closing price of the common
stock on the Record Date.
13
●
179,014
shares of common stock issuable upon exercise
of stock options, with a weighted average exercise price of $2.45 per share, under our 2010 Plan.
●
16,442
shares of awarded but unissued restricted stock
under our 2010 Plan;
●
2,621
shares of awarded but unissued restricted stock
units under our 2010 Plan;
●
8,760
shares of common stock issuable upon exercise
of stock options, with a weighted average exercise price of $2.08 per share, under our 2024 Plan;
●
54,248
shares of awarded but unissued restricted stock
under our 2024 Plan;
●
0
shares of awarded but unissued restricted stock
units under our 2024 Plan;
●
1,362,000
shares of common stock issuable upon exercise
of the Pre-Funded Warrants;
●
10,030,145
shares of common stock issuable upon exercise
of the Series A Warrants (not accounting for Adjustments); and
●
10,030,145
shares of common stock issuable upon exercise
of the Series B Warrants (not accounting for Adjustments).
14
15
16
17
●
Stockholders
may experience further dilution of their ownership;
●
Stockholders
will not have any preemptive or similar rights to subscribe for or purchase any additional shares of common stock that may be issued
in the future, and therefore, future issuances of common stock, depending on the circumstances, will have a dilutive effect on the
earnings per share, voting power and other interests of our existing stockholders;
●
The
additional shares of common stock for which authorization is sought in this proposal would be part of the existing class of common
stock and, if and when issued, would have the same rights and privileges as the shares of common stock presently outstanding;
and
●
The
issuance of authorized but unissued shares of common stock could be used to deter a potential takeover of us that may otherwise be
beneficial to stockholders by diluting the shares held by a potential suitor or issuing shares to a stockholder that will vote in
accordance with the Boards desires. A takeover may be beneficial to independent stockholders because, among other reasons,
a potential suitor may offer such stockholders a premium for their shares of stock compared to the then-existing market price. We
do not have any plans or proposals to adopt provisions or enter into agreements that may have material anti-takeover consequences.
18
By
Order of the Board of Directors of
Glucotrack,
Inc.
Sincerely,
/s/
Paul Goode
19
GLUCOTRACK, INC.
By:
Name:
Paul V. Goode
Name:
Chief Executive Officer
20
GLUCOTRACK, INC.
By:
Name:
Paul V. Goode
Name:
Chief Executive Officer
21
