The
unaudited pro forma combined balance sheet of the Company and Lokahi Therapeutics Inc. (“Lokahi”) as of June 30, 2026, has
been prepared to reflect the effects of the merger between the Company and Lokahi (the “merger”) as if it occurred on June
30, 2026 and give effect to both the one-for-fifteen (1-for-15) reverse stock split that became effective on August 28, 2026 (the “August
Reverse Stock Split”) and the Reverse Stock Split that became effective on October 26, 2026. The unaudited pro forma combined statements
of operations for the Company and Lokahi for the year ended December 31, 2025, and the six months ended June 30, 2026, assume the merger
closed on January 1 of the respective year and also reflects both reverse stock splits. These financial statements are included as Exhibit
99.1 hereto and incorporated herein by reference.
Exhibit
99.1
unaudited
pro forma financial information
On
July 14, 2026 (the “Closing Date”), Glucotrack, Inc., a Delaware corporation (“Glucotrack”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Glucotrack Merger Sub, Inc., a Nevada corporation (“Merger
Sub”), Lokahi Therapeutics, Inc., a Nevada corporation (“Lokahi”), Glucotrack Technologies Inc. (“Operating Sub”),
and Paul V. Goode, solely in his capacity as representative for the Operating Sub (the “Operating Sub Representative”). The
transactions contemplated by the Merger Agreement are referred to herein as the “Transactions” and the closing of the Transactions
is referred to herein as the “Closing”.
Pursuant
to the terms and conditions of the Merger Agreement, immediately prior to the Closing, articles of merger (the “Articles of Merger”)
were filed with the Secretary of State of the State of Nevada (such time of the filing of the Articles of Merger, the “Effective
Time”), in accordance with the Nevada Revised Statutes (the “NRS”). Pursuant to the Articles of Merger, Merger Sub
was merged with and into Lokahi (the “Merger”), with Lokahi surviving the Merger. As a result of the Merger, Lokahi became
a direct wholly owned subsidiary of Glucotrack. At the Effective Time, all of the property, rights, privileges, powers and franchises
of Lokahi and Merger Sub vested in Lokahi and all of the debts, liabilities and duties of Lokahi and Merger Sub became the debts, liabilities
and duties of Lokahi. The Closing occurred simultaneously with the execution and delivery of the Merger Agreement on the Closing Date.
The
following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation
S-X and is presented for illustrative purposes only. The unaudited pro forma condensed combined balance sheet gives effect to the merger
between Glucotrack and Lokahi as if the transaction had occurred on June 30, 2026. The unaudited pro forma condensed combined statements
of operations for the year ended December 31, 2025, and for the six months ended June 30, 2026, give effect to the transaction as if
it had occurred on the first day of the respective periods presented.
The
unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the historical
financial statements and related notes of Glucotrack and Lokahi as well as the other financial information included elsewhere in this
filing. The pro forma adjustments reflected herein are based upon available information and assumptions that management believes are
reasonable under the circumstances.
The
unaudited pro forma condensed combined financial information is not necessarily indicative of what the combined company’s financial
position or results of operations would have been had the transaction been completed on the dates assumed. In addition, the unaudited
pro forma condensed combined financial information is not intended to project the future financial position or operating results of the
combined company following completion of the transaction.
All
references to shares of common stock and per share amounts in these unaudited pro forma financial statements reflect a 1-for-15
reverse stock split of Glucotrack’s issued and outstanding common stock, which became effective on August 28, 2026 at 4:30 p.m.
Eastern Time, and a 1-for-2 reverse stock split of Glucotrack’s issued and outstanding common stock, which became effective on
October 26, 2026 at 9:30 a.m. Eastern Time
Unaudited
Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2026
| | |
Glucotrack Historical | | |
Lokahi Historical | | |
Transaction Accounting Adjustments |
|
|
Pro Forma Combined | |
| Revenue | |
$ | — | | |
$ | — | | |
$ | — |
|
|
$ | — | |
| | |
| | | |
| | | |
| |
|
|
| | |
| Operating expenses: | |
| | | |
| | | |
| |
|
|
| | |
| General and administrative | |
| 3,455,000 | | |
| 4,097,726 | | |
| — |
|
|
| 7,552,726 | |
| Research and development expenses | |
| 4,148,000 | | |
| 1,860,886 | | |
| — |
|
|
| 6,008,886 | |
| Total operating expenses | |
| 7,603,000 | | |
| 5,958,612 | | |
| — |
|
|
| 13,561,612 | |
| | |
| | | |
| | | |
| |
|
|
| | |
| Loss from operations | |
| (7,603,000 | ) | |
| (5,958,612 | ) | |
| — |
|
|
| (13,561,612 | ) |
| | |
| | | |
| | | |
| |
|
|
| | |
| Other income (expense) | |
| | | |
| | | |
| |
|
|
| | |
| Interest expense | |
| — | | |
| (2,161,232 | ) | |
| (737,564 |
)(e) |
|
| (2,898,796 | ) |
| Change in fair value of derivative liabilities | |
| 1,000 | | |
| — | | |
| — |
|
|
| 1,000 | |
| Loss on issuance of convertible notes | |
| — | | |
| — | | |
| (2,716,171 |
)(f) |
|
| (2,716,171 | ) |
| Other income (expense), net | |
| (546,000 | ) | |
| 21,757 | | |
| — |
|
|
| (524,243 | ) |
| Total other income (expense) | |
| (545,000 | ) | |
| (2,139,475 | ) | |
| (3,453,735 |
) |
|
| (6,138,210 | ) |
| Net loss | |
$ | (8,148,000 | ) | |
$ | (8,098,087 | ) | |
$ | (3,453,735 |
) |
|
$ | (19,699,822 | ) |
| Other comprehensive income: | |
| | | |
| | | |
| |
|
|
| | |
| Foreign currency translation adjustment | |
| 11,000 | | |
| — | | |
| — |
|
|
| 11,000 | |
| Comprehensive loss for the period | |
$ | (8,137,000 | ) | |
$ | (8,098,087 | ) | |
$ | (3,453,735 |
) |
|
$ | (19,688,822 | ) |
| | |
| | | |
| | | |
| |
|
|
| | |
| Net loss per share – basic and diluted | |
| | | |
| | | |
| |
(d)(g) |
|
$ | (131.54 | ) |
| Weighted average common shares outstanding – basic and diluted | |
| | | |
| | | |
| |
(d)(g) |
|
| 149,758 | |
(d)
Pro forma weighted average shares outstanding consist of Glucotrack’s historical weighted average shares outstanding plus the common
stock issued in the Merger, deemed outstanding from January 1, 2026. The Series A convertible preferred stock is excluded as its effect
would be anti-dilutive. Lokahi historical shares were exchanged in the Merger and are not included.
(e)
Reflects pro forma interest expense on the Bridge Notes of $737,564, comprising the 8% simple coupon as if the Bridge Notes had been
outstanding for the entire period ($228,205) and issuance costs of $509,359 expensed at closing.
(f)
Reflects the nonrecurring day-one loss of $2,716,171 on the Bridge Financing, representing the excess of the fair value of the Bridge
Notes ($6,436,867) and Bridge Warrants ($729,304) over the gross proceeds of $4,450,000.
(g)
Reflects an aggregate 1-for-30 reverse stock split of Glucotrack common stock .derived from a 1-for-15 reverse stock split and a subsequent
1-for-2 reverse stock split effectuated August 28, 2026, and October 26, 2026, respectively.
Unaudited
Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2025
| | |
Glucotrack Historical | | |
Lokahi Historical | | |
Transaction Accounting Adjustments |
| |
Pro Forma Combined | |
| Revenue | |
$ | — | | |
$ | — | | |
$ | — |
| |
$ | — | |
| | |
| | | |
| | | |
| |
| |
| | |
| Operating expenses: | |
| | | |
| | | |
| |
| |
| | |
| General and administrative | |
| 6,277,000 | | |
| 7,173,299 | | |
| — |
| |
| 13,450,299 | |
| Research and development expenses | |
| 9,813,000 | | |
| 1,632,416 | | |
| — |
| |
| 11,445,416 | |
| Total operating expenses | |
| 16,090,000 | | |
| 8,805,715 | | |
| — |
| |
| 24,895,715 | |
| | |
| | | |
| | | |
| |
| |
| | |
| Loss from operations | |
| (16,090,000 | ) | |
| (8,805,715 | ) | |
| — |
| |
| (24,895,715 | ) |
| | |
| | | |
| | | |
| |
| |
| | |
| Other income (expense) | |
| | | |
| | | |
| |
| |
| | |
| Interest income (expense), net | |
| — | | |
| 36,030 | | |
| — |
| |
| 36,030 | |
| Change in fair value of derivative and warrant liabilities | |
| (3,267,000 | ) | |
| 22,377 | | |
| — |
| |
| (3,244,623 | ) |
| Other income (expense), net | |
| 26,000 | | |
| — | | |
| — |
| |
| 26,000 | |
| Finance income (expense), net | |
| (57,000 | ) | |
| — | | |
| — |
| |
| (57,000 | ) |
| Total other income (expense) | |
| (3,298,000 | ) | |
| 58,407 | | |
| — |
| |
| (3,239,593 | ) |
| Net loss | |
$ | (19,388,000 | ) | |
$ | (8,747,308 | ) | |
$ | — |
| |
$ | (28,135,308 | ) |
| Net loss per share – basic and diluted | |
| | | |
| | | |
| |
(d)(e) | |
$ | (473.94 | ) |
| Weighted average common shares outstanding – basic and diluted | |
| | | |
| | | |
| |
(d)(e) | |
| 59,364 | |
(d)
Pro forma weighted average shares outstanding consist of Glucotrack’s historical weighted average shares outstanding plus the common
stock issued in the Merger, deemed outstanding from January 1, 2025. The Series A convertible preferred stock is excluded as its effect
would be anti-dilutive. Lokahi historical shares were exchanged in the Merger and are not included.
(e)
Reflects an aggregate1-for-30 reverse stock split of Glucotrack common stock derived from a 1-for-15 reverse stock split and a subsequent
1-for-2 reverse stock split effectuated August 28, 2026, and October 26, 2026, respectively.
Unaudited
Pro Forma Condensed Combined Balance Sheet as of June 30, 2026
| | |
Glucotrack Historical | | |
Lokahi Historical | | |
Transaction
Accounting
Adjustments |
| |
Pro Forma
Combined | |
| ASSETS | |
| | | |
| | | |
| |
| |
| | |
| Current assets: | |
| | | |
| | | |
| |
| |
| | |
| Cash and cash equivalents | |
$ | 1,124,000 | | |
$ | 53,186 | | |
$ | 9,440,641 |
(e)(f)(g) | |
$ | 10,617,827 | |
| Prepaid expenses | |
| — | | |
| 2,235,997 | | |
| — |
| |
| 2,235,997 | |
| Other current assets | |
| 257,000 | | |
| — | | |
| — |
| |
| 257,000 | |
| Total current assets | |
| 1,381,000 | | |
| 2,289,183 | | |
| 9,440,641 |
| |
| 13,110,824 | |
| Operating lease right-of-use asset, net | |
| 19,000 | | |
| 156,162 | | |
| — |
| |
| 175,162 | |
| Property and equipment, net | |
| 95,000 | | |
| 51,929 | | |
| — |
| |
| 146,929 | |
| In-process research and development and other identified intangible assets | |
| — | | |
| — | | |
| 25,400,000 |
(a) | |
| 25,400,000 | |
| Goodwill | |
| — | | |
| — | | |
| 15,631,064 |
(a) | |
| 15,631,064 | |
| Total assets | |
$ | 1,495,000 | | |
$ | 2,497,274 | | |
$ | 50,471,705 |
| |
$ | 54,463,979 | |
| | |
| | | |
| | | |
| |
| |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| |
| |
| | |
| Current liabilities: | |
| | | |
| | | |
| |
| |
| | |
| Accounts payable and accrued expenses | |
$ | 1,116,000 | | |
$ | 2,436,147 | | |
$ | — |
| |
$ | 3,552,147 | |
| Accrued interest | |
| — | | |
| 1,140,350 | | |
| — |
| |
| 1,140,350 | |
| Notes payable – related party | |
| — | | |
| 500,100 | | |
| — |
| |
| 500,100 | |
| Notes payable, net | |
| 1,692,000 | | |
| 5,000,000 | | |
| — |
| |
| 6,692,000 | |
| Convertible notes at fair value | |
| — | | |
| — | | |
| 11,738,734 |
(e)(f) | |
| 11,738,734 | |
| Operating lease liability | |
| 19,000 | | |
| 59,523 | | |
| — |
| |
| 78,523 | |
| Other current liabilities | |
| 161,000 | | |
| — | | |
| — |
| |
| 161,000 | |
| Total current liabilities | |
| 2,988,000 | | |
| 9,136,120 | | |
| 11,738,734 |
| |
| 23,862,854 | |
| Long-term portion of operating lease liability | |
| | | |
| 101,873 | | |
| — |
| |
| 101,872 | |
| Loans from stockholders | |
| 248,000 | | |
| — | | |
| — |
| |
| 248,000 | |
| Warrant liability | |
| — | | |
| — | | |
| 1,090,165 |
(e)(f) | |
| 1,090,165 | |
| Total liabilities | |
| 3,236,000 | | |
| 9,237,993 | | |
| 12,828,899 |
| |
| 25,302,892 | |
| | |
| | | |
| | | |
| |
| |
| | |
| Stockholders’ equity: | |
| | | |
| | | |
| |
| |
| | |
| Series A convertible preferred stock, $0.001 par value | |
| — | | |
| — | | |
| 24 |
(b)(h)(i) | |
| 24 | |
| Common stock | |
| 6,000 | | |
| 1,000 | | |
| (6,791 |
)(b)(c)(h)(i) | |
| 239 | |
| Additional paid-in capital | |
| 158,187,000 | | |
| 2,057,513 | | |
| 34,238,569 |
(b)(c)(g)(h)(i) | |
| 194,483,082 | |
| Accumulated other comprehensive income | |
| 52,000 | | |
| — | | |
| — |
| |
| 52,000 | |
| Accumulated deficit | |
| (159,986,000 | ) | |
| (8,799,232 | ) | |
| 3,410,974 |
(c)(e)(f) | |
| (165,374,258 | ) |
| Total stockholders’ equity | |
| (1,741,000 | ) | |
| (6,740,719 | ) | |
| 37,642,806 |
| |
| 29,161,087 | |
| Total liabilities and stockholders’ equity | |
$ | 1,495,000 | | |
$ | 2,497,274 | | |
$ | 50,471,705 |
| |
$ | 54,463,979 | |
(a)
Represents the preliminary purchase price allocation for the Merger, reflecting the recognition of $25,400,000 of in-process research
and development and other identified intangible assets and $15,631,064 of goodwill of Lokahi. See Note 2.
(b)
Represents the fair value of the common stock and Series A convertible preferred stock issued to former Lokahi stockholders as merger
consideration. See Note 2.
(c)
Represents the elimination of the historical equity of Lokahi (common stock, additional paid-in capital and accumulated deficit).
(d)
The $5.0 million bridge loan to Lokahi, related accrued interest and associated fees are already reflected in Lokahi’s June 30,
2026 historical balances, and goodwill has been computed using Lokahi’s June 30, 2026 net book values.
(e)
Represents the Bridge Financing described in Note 3: net cash proceeds of $3,940,641, with the Bridge Notes recorded at fair value of
$6,436,867, the liability-classified Bridge Warrants recorded at fair value of $729,304, and the related day-one loss of $2,716,171 and
issuance costs of $509,359 charged to accumulated deficit.
(f)
Represents the follow-on bridge financing described in Note 3: net cash proceeds of $3,500,000, with the additional Bridge Notes recorded
at fair value of $5,301,867, the liability-classified additional Bridge Warrants recorded at fair value of $360,861, and the related
day-one loss of $2,162,728 charged to accumulated deficit.
(g)
Represents the Interim PIPE described in Note 3. $2,000,000 gross proceeds issued in prefunded warrants at $22.50 per share.
(h)
Reflects a 1-for-15 reverse stock split of Glucotrack common stock. Par value remains $0.001 per share; the resulting reduction in the
aggregate par value of common and preferred stock is reclassified to additional paid-in capital. Total stockholders’ equity is
unchanged.
(i)
Reflects a 1-for-2 reverse stock split of Glucotrack common stock (and, consistent with the Shares and C Cons tab, Series A convertible
preferred stock). Par value remains $0.001 per share; the resulting reduction in the aggregate par value of common and preferred stock
is reclassified to additional paid-in capital.
notes
to the unaudited pro forma financial information
Note
1 Basis of Presentation
The
unaudited condensed combined pro forma financial information has been prepared to illustrate the effect of the merger between Glucotrack
and Lokahi which closed on July 14, 2026 (the “Acquisition Date”). The merger is accounted for as an acquisition of Lokahi
by Glucotrack using the acquisition method. Accordingly, the assets and liabilities of Lokahi are remeasured at fair value at the Acquisition
Date. The unaudited condensed combined balance sheet assumes the merger closed on June 30, 2026. The unaudited condensed combined statements
of operations for the year ended December 31, 2025, and the six months ended June 30, 2026, assume the merger closed on January 1 of
the respective year.
This
unaudited condensed combined pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X and has
been condensed. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States
have been condensed or omitted. This unaudited condensed combined pro forma financial information should be read in conjunction with
the audited and unaudited financial statements of Glucotrack and Lokahi included elsewhere.
Note
2 Acquisition Accounting
Each
share of common stock of Lokahi issued and outstanding prior to the merger was entitled to receive a proportionate share of the merger
consideration consisting of (A) shares of common stock of Glucotrack equal to an aggregate of 19.99% of the total number of shares Glucotrack
common stock issued and outstanding immediately prior to the merger and (B) shares of Series A convertible preferred stock, par value
$0.001 per share of Glucotrack such that the holders of existing Lokahi stock collectively hold 90% of the total issued and outstanding
equity of Glucotrack. The consideration was valued using the closing price of Glucotrack common stock on July 14, 2026, of $12.522 on
an as-if-converted basis for the Series A preferred stock. The total equivalent number of common shares to be issued was 2,738,408, after
giving effect to the 1-for-15 reverse stock split and 1-for-2 reverse stock split. The aggregate value of the consideration transferred
was $ 34,290,345.
The
purchase price was allocated to the fair value of the Lokahi assets acquired, including identified intangible assets, and the liabilities
assumed as follows:
| Current assets | |
$ | 2,289,183 | |
| Property, equipment and assets under operating leases | |
| 208,091 | |
| In-process research and development and other identified intangible assets | |
| 25,400,000 | |
| Goodwill | |
| 15,631,064 | |
| Less liabilities assumed | |
| (9,237,993 | ) |
| Fair value of net assets acquired | |
$ | 34,290,345 | |
| Total common equivalent shares issued | |
| 2,738,408 | |
| Quoted price of Glucotrack common stock | |
$ | 12.522 | |
| Fair value of consideration transferred | |
$ | 34,290,345 | |
Note
3 Financing transactions
In
connection with the Merger, Glucotrack entered into a securities purchase agreement, dated July 14, 2026 (the “Purchase Agreement”),
with certain investors (the “Bridge Investors”), pursuant to which Glucotrack agreed to issue senior secured convertible
promissory notes for gross proceeds of approximately $4.45 million (the “Bridge Notes”) and common stock purchase warrants
(the “Bridge Warrants” and, together with the Notes, the “Bridge Securities”) (such transactions, the “Bridge
Financing”). $5,705,128 face senior secured convertible notes and freestanding warrants issued 7/14/2026 for gross proceeds of
$4,450,000 (22% OID, 8% simple coupon, maturity 4/14/2027), less issuance costs of $509,359 expensed at closing (net cash $3,940,641).
Notes recorded at fair value of $6,436,867 using the fair value option. Liability-classified warrants at fair value of $729,304; day-one
loss of $2,716,171 plus issuance costs charged to accumulated deficit.
On
August 4, 2026, Glucotrack issued additional senior secured convertible promissory notes with an aggregate face amount of $4,487,180
and additional common stock purchase warrants to select investors pursuant to the Purchase Agreement, for gross proceeds of $3,500,000
(22% OID, 8% simple coupon, maturity 5/4/2027), with no issuance costs. The additional notes were recorded at fair value of $5,301,867
using the fair value option and the liability-classified additional warrants at fair value of $360,861; the related day-one loss of $2,162,728
was charged to accumulated deficit. The senior secured convertible promissory notes were accompanied by an additional equity financing
of $2,000,000 (“the Interim PIPE”). The interim PIPE consisted of $2,000,000 in proceeds received by the Company issued at
the premium price of $11.25 per share. As consideration the Company issued 177,778 pre-funded warrants to the investor.
On
July 14, 2026, Glucotrack entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with an investor,
pursuant to which Glucotrack has the right, but not the obligation, to require the investor to purchase, from time to time over a three-year
period, up to $50,000,000 of shares of Glucotrack common stock, subject to certain limitations and conditions set forth in the ELOC Purchase
Agreement. Glucotrack has not sold any shares pursuant to the ELOC Purchase Agreement.
Note
4 Pro Forma Adjustments
The
pro forma adjustments reflected on condensed combined balance sheet on June 30, 2026 show the elimination of Lokahi’s historical
equity balances, the issuance of the merger consideration, the purchase price allocation and the bridge financings. The following pro
forma adjustments to the June 30, 2026 balance sheet assume the merger transactions closed on June 30, 2026.
| |
A. |
Preliminary
purchase price allocation reflecting in-process research and development and other identified intangible assets of $25,400,000 and
goodwill of $15,631,064 |
| |
|
|
| |
B. |
Fair
value of common stock and Series A convertible preferred stock issued to former Lokahi stockholders. |
| |
|
|
| |
C. |
Elimination
of the historical equity of Lokahi. |
| |
|
|
| |
D. |
The
$5.0 million bridge loan to Lokahi, related accrued interest and associated fees are already reflected in Lokahi’s June 30,
2026 historical balances, and goodwill has been computed using Lokahi’s June 30, 2026 net book values. |
| |
|
|
| |
E. |
Reflect
the Bridge financing of $5,705,128 face senior secured convertible notes and freestanding warrants issued 7/14/2026 for gross proceeds
of $4,450,000 (22% OID, 8% simple coupon, maturity 4/14/2027), less issuance costs of $509,359 expensed at closing (net cash $3,940,641).
Notes recorded at fair value of $6,436,867 using the fair value option. Liability-classified warrants at fair value of $729,304;
day-one loss of $2,716,171 plus issuance costs charged to accumulated deficit. Also reflects the follow-on bridge financing of $4,487,180
face senior secured convertible notes and freestanding warrants issued 8/4/2026 for gross proceeds of $3,500,000 (22% OID, 8% simple
coupon, maturity 5/4/2027), with no issuance costs. Notes recorded at fair value of $5,301,867 using the fair value option. Liability-classified
warrants at fair value of $360,861; day-one loss of $2,162,728 charged to accumulated deficit. |
| |
F. |
Represents
the follow-on bridge financing described in Note 3: net cash proceeds of $3,500,000, with the additional Bridge Notes recorded at
fair value of $5,301,867, the liability-classified additional Bridge Warrants recorded at fair value of $360,861, and the related
day-one loss of $2,162,728 charged to accumulated deficit. |
| |
G. |
Represents
the Interim PIPE described in Note 3. $2,000,000 gross proceeds issued in prefunded warrants at $22.50 per share. |
| |
H. |
Reflects
a 1-for-15 reverse stock split of Glucotrack common stock. Par value remains $0.001 per share; the resulting reduction in the aggregate
par value of common and preferred stock is reclassified to additional paid-in capital. Total stockholders’ equity is unchanged. |
| |
I. |
Reflects
a 1-for-2 reverse stock split of Glucotrack common stock. Par value remains $0.001 per share; the resulting reduction in the aggregate
par value of common and preferred stock is reclassified to additional paid-in capital. Total stockholders’ equity is unchanged. |
Note
5 Earnings Per Share (EPS)
Pro
forma earnings per share is calculated using the weighted-average number of shares outstanding, giving effect to the exchange ratio established
in the Merger Agreement. In accordance with reverse acquisition guidance, the number of shares used to calculate historical EPS has been
retroactively recast to reflect the 90% ownership stake held by former Lokahi shareholders. This ensures that the earnings per share
data is comparable across all periods presented and reflects the impact of the shares retained by Glucotrack shareholders and the shares
issued in the Merger as if those shares were outstanding throughout the entire duration of the periods reported.
