false
0001506983
0001506983
2025-10-31
2025-10-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 31, 2025
GLUCOTRACK,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41141 |
|
98-0668934 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
| 301
Rte. 17 North, Ste. 800, Rutherford, NJ |
|
07070 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (201) 842-7715
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value
$0.001 per share |
|
GCTK |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On
October 31, 2025 at 12:00 p.m. Eastern Time, Glucotrack, Inc. (the “Company”) convened and then adjourned its special meeting
of the stockholders (the “Meeting”). The only proposal submitted for a vote of the stockholders at the Meeting was the approval
of the adjournment of such meeting (the “Adjournment Proposal”).
As
of the close of business, on September 23, 2025, the record date for the Meeting, there were 899,410 shares of common stock outstanding
and entitled to vote, 16.4% of which shares were represented in person or by proxy at the Meeting, which did not constitute a quorum
to conduct business.
As
described in detail in the definitive proxy statement (the “Proxy Statement”) related to the Meeting filed by the Company
with the Securities and Exchange Commission on October 3, 2025, the Adjournment Proposal was presented to stockholders at the Meeting
to seek their approval to adjourn the Meeting to another time to solicit additional proxies to obtain sufficient votes to constitute
a quorum.
The
following is a tabulation of the votes with respect to the Adjournment Proposal, which was approved by the Company’s stockholders:
Approval
of the Adjournment Proposal
| Votes For | | |
Votes Against | | |
Abstain/Withhold | |
| | 136,928 | | |
| 8,655 | | |
| 1,923 | |
The
Meeting has been adjourned to November 7, 2025 at 12:00 p.m. Eastern Time (the “Adjourned Meeting”). You are permitted to
attend the Adjourned Meeting online at https://www.virtualshareholdermeeting.com/GCTK2025M2.
At
the Adjourned Meeting, stockholders will be asked to vote on the Issuance Proposal, as described in detail in the Proxy Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date: November 6, 2025 |
|
| |
|
| |
GLUCOTRACK, INC. |
| |
|
|
| |
By: |
/s/ Paul
Goode |
| |
Name: |
Paul Goode |
| |
Title: |
Chief Executive Officer |
