[PRE 14A] Glucotrack, Inc. Preliminary Proxy Statement
Rhea-AI Filing Summary
Glucotrack, Inc. is calling a special shareholder meeting on March 12, 2026 to approve several key proposals tied to its financing plans and auditor appointment. Shareholders will vote on authorizing full share issuances under a $20 million equity line with Sixth Borough Capital and on issuing shares for 2,067,182 common warrants sold in a December 31, 2025 private placement.
As of January 28, 2026, Glucotrack had 1,011,279 common shares outstanding. If all pre-funded and common warrants from the private placement are exercised, the investor could hold about 3,100,773 shares, or 77.29% of the then-outstanding stock, significantly diluting other holders. The company notes that failure to approve the warrant issuance could prevent it from accessing up to roughly $8 million of potential proceeds and may jeopardize its ability to fund operations, potentially forcing liquidation or bankruptcy.
Shareholders will also vote on ratifying CBIZ as independent auditor for 2025 and on allowing adjournment of the meeting to solicit additional proxies if needed. The board unanimously recommends voting in favor of all four proposals.
Positive
- None.
Negative
- None.
Insights
Glucotrack is asking holders to approve highly dilutive financings that concentrate control and carry going-concern risk if rejected.
Glucotrack seeks approval to fully utilize a
The company discloses that, if all pre-funded and common warrants are exercised, the investor could own about
Management also states that up to approximately
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☒ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Glucotrack,
Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED JANUARY 29, 2026
Glucotrack, Inc.
301
Rte. 17 North, Suite 800
Rutherford, NJ 07070
(201) 842-7715
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on March 12, 2026
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 Thursday, March 12, 2026, at 11:00 a.m. (Eastern Time), for the following purposes (which are more fully described in the Proxy Statement, which is attached and made a part of this Notice):
| 1. | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock, par value $0.001 per share of the Company (the “Common Stock”), to Sixth Borough Capital Fund, LP (“Sixth Borough”), pursuant to that certain purchase agreement, dated September 11, 2025, by and between the Company and Sixth Borough (the “Purchase Agreement”), which shares may represent more than 20% of the Company’s issued and outstanding Common Stock as of the date of the Purchase Agreement (the “Nasdaq Stock Issuance (ELOC) Proposal” or “Proposal 1”); | |
| 2. | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common Stock issuable upon the exercise of 2,067,182 common warrants (the “Common Warrants”) to purchase Common Stock, issued to the investor (the “Investor”) in a private placement that closed on December 31, 2025 (the “Private Placement”) (the “Nasdaq Stock Issuance (Warrants) Proposal” or “Proposal 2”); | |
| 3. | To ratify the previous appointment of CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm for the year ended December 31, 2025 (the “Auditor Ratification Proposal” or “Proposal 3”); | |
| 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 Proposals 1, 2 or 3, or to constitute a quorum 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. |
The Board of Directors unanimously recommends that stockholders vote “FOR” Proposals 1, 2, 3 and 4. The Board of Directors’ reasons for seeking approval of each of the proposals is 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 January 28, 2026, are entitled to notice of, and to attend and to vote at, the Special Meeting and any postponement or adjournment thereof. Notwithstanding the foregoing, in accordance with Nasdaq Listing Rule 5635 and IM-5635-2, “Interpretative Material Regarding the Use of Share Caps to Comply with Rule 5635,” the holders of 100,591 shares of Common Stock that were issued upon exercise of pre-funded warrants (the “Pre-Funded Warrants”) issued in connection with the Private Placement prior to the record date will not be entitled to vote such shares (the “Excluded Shares”) on Proposal 2.
The accompanying proxy statement for the Special Meeting (the “Proxy Statement”) contains important information about the Special Meeting and 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 , 2026, 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/GCTK2026SM. You will be able to attend the Special Meeting online, vote your shares electronically and submit your questions to management during the Special Meeting by visiting www.proxyvote.com and entering the 16-digit control number received with your proxy card. We recommend that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.
Your vote is important. Whether or not you plan to attend the virtual Special Meeting, please vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Special Meeting. Instructions for voting are described in the Proxy Statement and the proxy card.
You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the meeting.
| By Order of the Board of Directors of | |
| Glucotrack, Inc. | |
| Sincerely, | |
Paul Goode |
|
| Chief Executive Officer |
Rutherford, New Jersey
, 2026
TABLE OF CONTENTS
| Page | |
| PROXY STATEMENT | 1 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 7 |
| PROPOSAL 1: NASDAQ STOCK ISSUANCE (ELOC) PROPOSAL | 8 |
| PROPOSAL 2: NASDAQ STOCK ISSUANCE (WARRANTS) PROPOSAL | 12 |
| PROPOSAL 3: AUDITOR RATIFICATION PROPOSAL | 15 |
| PROPOSAL 4: ADJOURNMENT PROPOSAL | 17 |
| HOUSEHOLDING | 18 |
| STOCKHOLDER PROPOSALS | 18 |
| i |
GLUCOTRACK, INC.
PROXY
STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
To Be Held on March 12, 2026
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 Thursday, March 12, 2026, at 11:00 a.m. (Eastern time) at https://www.virtualshareholdermeeting.com/GCTK2026SM. The enclosed proxy is for use at the special meeting of stockholders (the “Special Meeting”) and any postponement or adjournment thereof. Unless the context requires otherwise, references to “Glucotrack,” “the Company,” “we,” “our,” and “us” in this Proxy Statement refer to Glucotrack, Inc.
In accordance with the bylaws of the Company (as they may be amended, supplemented or otherwise modified from time to time, the “Bylaws”), the Special Meeting has been called for the following purposes:
| 1. | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock, par value $0.001 per share of the Company (the “Common Stock”), to Sixth Borough Capital Fund, LP (“Sixth Borough”), pursuant to that certain purchase agreement, dated September 11, 2025, by and between the Company and Sixth Borough (the “Purchase Agreement”), which shares may represent more than 20% of the Company’s issued and outstanding Common Stock as of the date of the Purchase Agreement (the “Nasdaq Stock Issuance (ELOC) Proposal” or “Proposal 1”); | |
| 2. | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common Stock issuable upon the exercise of 2,067,182 common warrants (the “Common Warrants”) to purchase Common Stock, issued to the investor (the “Investor”) in a private placement that closed on December 31, 2025 (the “Private Placement”) (the “Nasdaq Stock Issuance (Warrants) Proposal” or “Proposal 2”); | |
| 3. | To ratify the previous appointment of CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm for the year ended December 31, 2025 (the “Auditor Ratification Proposal” or “Proposal 3”); | |
| 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 Proposals 1, 2 or 3, or to constitute a quorum 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. |
Stockholders of record at the close of business on January 28, 2026 (the “record date”), are entitled to notice of, and to attend and to vote at, the Special Meeting and any postponement or adjournment thereof. Notwithstanding the foregoing, in accordance with Nasdaq Listing Rule 5635 and IM-5635-2, “Interpretative Material Regarding the Use of Share Caps to Comply with Rule 5635,” the holders of 100,591 shares of Common Stock that were issued upon exercise of pre-funded warrants (the “Pre-Funded Warrants”) issued in connection with the Private Placement prior to the record date will not be entitled to vote such shares (the “Excluded Shares”) on Proposal 2. We intend to mail this Proxy Statement, together with a proxy card, on or about , 2026, to all stockholders entitled to vote at the Special Meeting.
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Questions and Answers about the Special Meeting and Voting
| Q: | Who may attend the Special Meeting? |
| A: | Attendance at the Special Meeting will be limited to those persons who were stockholders, or held Common Stock through a broker, bank or other nominee, at the close of business on January 28, 2026, the record date for the Special Meeting. |
| Q: | Who may vote at the Special Meeting? |
| A: | Our Board of Directors (“Board”) set January 28, 2026, as the record date for the Special Meeting. If you owned shares of our Common Stock at the close of business on January 28, 2026, 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 January 28, 2026, there were 1,011,279 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. |
If your shares are held in a brokerage account, bank or by another nominee or trustee, you are considered the beneficial owner of shares held in “street” name. In that case, the proxy materials have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instructions included in the proxy materials. As the beneficial owner, you are also invited to attend the Special Meeting, but because the beneficial owner is not the stockholder of record, you may not vote these shares in person at the Special Meeting unless you obtain a “legal proxy” from the broker, bank, nominee, or trustee that holds your shares, giving you the right to vote the shares at the Special Meeting.
As indicated above, if your shares are held in “street” name by a broker, bank, or other nominee, they should send you instructions that you must follow in order to have your shares voted at the Special Meeting.
If you hold shares in your own name, you may vote by proxy in any one of the following ways:
| ● | Via the Internet by accessing the proxy materials on the secured website www.proxyvote.com and following the voting instructions on that website. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on March 11, 2026, 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 March 11, 2026, 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 March 11, 2026, the day before the Special Meeting. |
The Internet and telephone voting procedures are designed to authenticate stockholders’ identities by use of a control number to allow stockholders to vote their shares and to confirm that stockholders’ instructions have been properly recorded. Voting via the Internet or telephone must be completed by 11:59 p.m. Eastern Time on March 11, 2026, 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.
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| 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 each of the proposals, and with regard to any other matters that may be properly presented at the Special Meeting and all matters incident to the conduct of the meeting. All votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. |
| Q: | Is my vote confidential? |
| A: | Yes, your vote is confidential. The only persons who have access to your vote are the inspector of election, individuals who help with processing and counting your votes, and persons who need access for legal reasons. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board. |
| Q: | What is the quorum requirement for the Special Meeting? |
| A: | One third (1/3) of our outstanding shares of Common Stock entitled to vote, as of the record date, must be present at the Special Meeting in person or by proxy in order for us legally to hold the Special Meeting and conduct business. This is called a quorum. Your shares will be counted as present at the Special Meeting if you: |
| ● | Are present and entitled to vote in person at the Special Meeting; or | |
| ● | Properly submitted a proxy card or voter instruction card. |
If you are present in person or by proxy at the Special Meeting but withhold your vote or abstain from voting on any or all proposals, your shares are still counted as present and entitled to vote for purposes of establishing a quorum. Broker non-votes are not counted for determining whether a quorum exists. Broker non-votes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares, but the broker submits that person’s proxy nonetheless. The proposals listed in this Proxy Statement state the votes needed to approve the proposed actions.
| Q: | What proposals will be voted on at the Special Meeting? |
| A: | The following proposals will be voted on at the Special Meeting: |
| ● | Proposal 1: The approval, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common Stock to Sixth Borough, pursuant to the Purchase Agreement, which shares may represent more than 20% of the Company’s issued and outstanding Common Stock as of the date of the Purchase Agreement; | |
| ● | Proposal 2: The approval, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common Stock issuable upon the exercise of the Common Warrants issued to the Investor in the Private Placement; | |
| ● | Proposal 3: The ratification of the previous appointment of CBIZ as the Company’s independent registered public accounting firm for the year ended December 31, 2025; and | |
| ● | Proposal 4: 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 Proposals 1, 2, or 3, or to constitute a quorum at the Special Meeting. |
| Q: | What are the recommendations of the Board of Directors? |
| A: | The Board of Directors unanimously recommends that you vote: |
| ● | “FOR” Proposal 1 – the Nasdaq Stock Issuance (ELOC) Proposal; | |
| ● | “FOR” Proposal 2 – the Nasdaq Stock Issuance (Warrants) Proposal; | |
| ● | “FOR” Proposal 3 – the Auditor Ratification Proposal; and | |
| ● | “FOR” Proposal 4 – the Adjournment Proposal. |
| 3 |
| Q: | What does it mean to vote by proxy? |
| A: | When you vote “by proxy,” you grant another person the power to vote stock that you own. If you vote by proxy in accordance with this Proxy Statement, you will have designated proxy holders for the Special Meeting. |
Any proxy given pursuant to this solicitation and received in time for the Special Meeting will be voted in accordance with your specific instructions. If you provide a proxy, but you do not provide specific instructions on how to vote on each proposal, the proxy holder will vote your shares “FOR” each of the proposals. With respect to any other proposal that properly comes before the Special Meeting, the proxy holders will vote in their own discretion according to their best judgment, to the extent permitted by applicable laws and regulations.
| Q: | What are the voting rights of stockholders? |
| A: | Each share of our Common Stock outstanding on the record date entitles its holder to cast one vote on each matter to be voted on. Notwithstanding the foregoing, in accordance with Nasdaq Listing Rule 5635 and IM-5635-2, “Interpretative Material Regarding the Use of Share Caps to Comply with Rule 5635,” the Excluded Shares will not be entitled to vote such shares on Proposal 2. No dissenters’ rights are provided under the Delaware General Corporation Law (the “DGCL”), our certificate of incorporation (as it may be amended, supplemented or otherwise modified from time to time, the “Certificate of Incorporation”) or our Bylaws with respect to any of the proposals described in this Proxy Statement. |
| Q: | What is a “broker non-vote”? |
| A: | Banks and brokers acting as nominees are permitted to use discretionary voting authority to vote proxies for proposals that are deemed “routine” by The Nasdaq Stock Market LLC (“Nasdaq”), which means that they can submit a proxy or cast a ballot on behalf of stockholders who do not provide a specific voting instruction. Brokers and banks are not permitted to use discretionary voting authority to vote proxies for proposals that are deemed “non-routine” by Nasdaq. The determination of which proposals are deemed “routine” versus “non-routine” may not be made by the Nasdaq until after the date on which this Proxy Statement has been mailed to you. As such, it is important that you provide voting instructions to your bank, broker or other nominee, if you wish to ensure that your shares are present and voted at the Special Meeting on all matters and if you wish to direct the voting of your shares on “routine” matters.
When there is at least one “routine” matter to be considered at a meeting, a broker “non-vote” occurs when a proposal is deemed “non-routine” and a nominee holding shares for a beneficial owner does not have discretionary voting authority with respect to the “non-routine” matter being considered and has not received instructions from the beneficial owner.
Only Proposal 3 (the Auditor Ratification Proposal) is considered a routine matter under Nasdaq listing rules (the “Nasdaq Listing Rules”), and without your instruction, your broker, bank or other agent may vote your shares in its discretion. Proposals 1, 2 and 4 are generally not considered to be “routine” matters and banks or brokers are not permitted to vote on these matters if the bank or broker has not received instructions from the beneficial owner. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares for Proposals 1, 2 and 4. If such proposals are deemed to be “routine,” a bank or broker may be able to vote on Proposals 1, 2 and 4 even if it does not receive instructions from you, so long as it holds your shares in its name. |
| 4 |
| Q: | How many votes are required to approve each proposal? |
| A: | Proposal 1 – Nasdaq Stock Issuance (ELOC) Proposal. Approval 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 proposal. Abstentions are not considered votes cast and will therefore have no effect on the proposal. Under the Nasdaq Listing Rules, brokers are not permitted to vote shares held for a customer on “non-routine” matters (such as the Proposal 1) 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 Proposal 1.
Proposal 2 – Nasdaq Stock Issuance (Warrants) Proposal. Approval 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 proposal. Abstentions are not considered votes cast and will therefore have no effect on the proposal. Under the Nasdaq Listing Rules, brokers are not permitted to vote shares held for a customer on “non-routine” matters (such as Proposal 2) 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 Proposal 2. Notwithstanding the foregoing, in accordance with Nasdaq Listing Rule 5635 and IM-5635-2, “Interpretative Material Regarding the Use of Share Caps to Comply with Rule 5635,” the Excluded Shares will not be entitled to vote such shares on Proposal 2. Any votes cast “FOR” Proposal 2 attributable to any of the Excluded Shares will be disregarded for purposes of determining whether Proposal 2 is approved. To comply with Nasdaq rules, we will instruct the inspector of elections to conduct separate tabulations that subtract the Excluded Shares from the total number of shares voted in favor of Proposal 2 to determine whether the proposal has been adopted in accordance with applicable Nasdaq rules, which require a majority of the shares of Common Stock that are present or represented by proxy at the Special Meeting and entitled to vote on such proposal (other than the votes required to be excluded in accordance with Nasdaq rules) to be voted in favor of the applicable proposal.
Proposal 3 – Auditor Ratification Proposal. Approval 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 proposal. Abstentions are not considered votes cast and will therefore have no effect on the proposal. Because Proposal 3 is considered a “routine” matter, broker non-votes are not expected to occur with respect to the proposal because your broker has discretionary authority to vote your shares with respect to such proposal.
Proposal 4 – Adjournment Proposal. Approval requires the number of votes cast in favor of approval of the proposal represent a majority of all those outstanding shares that (a) are present or represented by proxy at the Special Meeting, and (b) are cast either affirmatively or negatively on the proposal. Abstentions will be counted toward the tabulation of votes cast on the proposal and will have the same effect as a vote against the proposal. Under the Nasdaq Listing Rules, brokers are not permitted to vote shares held for a customer on “non-routine” matters (such as Proposal 4) without specific instructions from the customer. Therefore, broker non-votes are not considered votes cast and will have no effect on the outcome of Proposal 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; |
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| ● | 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 March 11, 2026, the day before the Special Meeting (your latest telephone or Internet vote, as applicable, will be counted and all earlier votes will be disregarded). |
If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker, or other holder of record. You may also vote in person at the Special Meeting if you obtain a legal proxy from them and register to attend the Special Meeting as described in the answers to previous questions.
| Q: | Where can I find the voting results of the Special Meeting? |
| A: | We plan to announce the preliminary voting results at the Special Meeting. We will 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: | Proxies are being solicited by the Board of Directors for use at the Special Meeting. The Company’s officers and other employees, without additional remuneration, also may assist in the solicitation of proxies in the ordinary course of their employment. The Company also has engaged Sodali & Co. (“Sodali”) as the Company’s proxy solicitor to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Sodali an estimated fee of approximately $12,500, as well as reasonable and customary documented expenses. The Company has also agreed to indemnify Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses.
In addition to the use of the mail and the Internet, solicitations may be made personally or by email or telephone, as well as by public announcement. The Company will bear the cost of this proxy solicitation. The Company may also request brokers, dealers, banks and their nominees to solicit proxies from their clients where appropriate and may reimburse them for reasonable expenses related thereto. |
| Q: | Who can help answer my questions? |
| A: | If you have questions about how to vote or direct a vote in respect of your shares or about the proposals, or if you need additional copies of the Proxy Statement or proxy card, you may contact Sodali at: |
Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: Toll-Free (800) 662-5200
Banks and brokers can call collect at (203) 658-9400
Email: GCTK.info@investor.sodali.com
You may also contact the Company at:
Glucotrack, Inc.
301 Rte. 17 North, Ste. 800
Rutherford, New Jersey 07070
Telephone: (201) 842-7715
Email: investors@glucotrack.com
Attention: Corporate Secretary
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our Common Stock for the following:
| ● | each person or entity known to own beneficially more than 5% of our outstanding Common Stock as of the date indicated in the corresponding footnote; | |
| ● | each of our named executive officers; | |
| ● | each director; and | |
| ● | all current directors and executive officers as a group. |
Applicable percentage ownership is based on 1,011,279 shares of our Common Stock outstanding as of January 28, 2026 (the “Evaluation Date”), 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 shares issuable 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.
| Name of Beneficial Owner | Number of Shares Beneficially Owned | Percent of Common Stock | ||||||
| Named Executive Officers and Directors | ||||||||
| Paul V. Goode | 394 | (1) | * | |||||
| Luis Malavé | 6,762 | (2) | * | |||||
| Erin Carter | 4,852 | (3) | * | |||||
| Victoria Carr-Brendel | 3,138 | (4) | * | |||||
| Andrew K. Balo | 7,396 | (5) | * | |||||
| All of our executive officers and directors as a group (6 individuals) | 22,542 | 2.23 | % | |||||
| 5% or Greater Stockholders | ||||||||
| John A. Ballantyne (6) | 50,786 | (7) | 5.02 | % | ||||
| Armistice Capital, LLC (8) | 100,591 | 9.95 | % | |||||
| * | Indicates less than one percent of the outstanding shares of the Company’s Common Stock. |
| (1) | Includes (i) 55 shares of Common Stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, and (ii) 339 shares of Common Stock held directly by Mr. Goode. |
| (2) | Includes (i) 2,704 shares of Common Stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, and (ii) 4,058 shares of Common Stock held directly by Mr. Malavé. |
| (3) | Includes (i) 2,704 shares of Common Stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, and (ii) 2,148 shares of Common Stock held directly by Ms. Carter. |
| (4) | Includes (i) 2,704 shares of Common Stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, and (ii) 434 shares of Common Stock held directly by Ms. Carr-Brendel. |
| (5) | Includes (i) 2,704 shares of Common Stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, and (ii) 4,692 shares of Common Stock held directly by Mr. Balo. |
| (6) | 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 held by John A. Ballantyne Rev Trust 08/01/2017. |
| (7) | Includes (i) 45,728 shares owned by the John A. Ballantyne Revocable Trust 08/01/2017, (ii) 1,022 shares of Common Stock held directly by Mr. Ballantyne, and (iii) 4,036 warrants currently exercisable. John A. Ballantyne has voting and investment control over the shares held by John A. Ballantyne Rev Trust 08/01/2017. The address of John Ballantyne is 7410 Claire Drive South, Fargo ND 58104. |
| (8) | The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The address of Master Fund and Steven Boyd is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022. |
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PROPOSAL 1
NASDAQ STOCK ISSUANCE (ELOC) PROPOSAL
Overview
General
On September 11, 2025, we entered into the Purchase Agreement with Sixth Borough, pursuant to which Sixth Borough has agreed to purchase from us up to an aggregate of $20.0 million of our Common Stock (subject to certain limitations) from time to time over the term of the Purchase Agreement (the “Purchase Shares”). Pursuant to the Purchase Agreement we will issue up to 60,000 shares of Common Stock (the “Commitment Shares”) upon the exercise of pre-funded warrants issued to Sixth Borough on the Commencement Date as a fee for making its irrevocable commitment to purchase our Common Stock under the Purchase Agreement. The Commencement Date is the date on which all conditions to Sixth Borough’s purchase obligation under the Purchase Agreement have been satisfied, including that a registration statement registering (i) the Commitment Shares and (ii) the maximum number of Purchase Shares issuable pursuant to the Purchase Agreement, is declared effective by the SEC and the related final prospectus is filed, as required pursuant to the registration rights agreement, dated September 11, 2025, by and between the Company and Sixth Borough (the “Registration Rights Agreement”).
From and after the Commencement Date, we may, from time to time and at our sole discretion for a period of 24 months, direct Sixth Borough to purchase Common Stock through Regular Purchases, Add-On Purchases and Intraday Purchases, each as described below.
The Purchase Agreement prohibits the Company from directing Sixth Borough to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then beneficially owned by Sixth Borough (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in Sixth Borough beneficially owning more than 4.99% of the then total outstanding shares of Common Stock.
Purchase of Shares of our Common Stock Under the Purchase Agreement
Regular Purchases
From and after the Commencement Date, the Company may, by written notice (each, a “Regular Notice”), direct Sixth Borough to purchase up to 20,000 shares of Common Stock (each such purchase, a “Regular Purchase” and, the day on which Sixth Borough receives the Regular Notice, the “Regular Purchase Date”), subject to adjustment as described below (such maximum number of Purchase Shares, as may be adjusted from time to time, the “Regular Purchase Share Limit”). The purchase price for each Regular Purchase (the “Regular Purchase Price”) shall be equal to the lesser of ninety-seven percent (97%) of: (i) the volume weighted average price (the “VWAP”) of the Common Stock on the Nasdaq Capital Market (the “Principal Market”) on the date the Regular Notice is delivered to Sixth Borough (the “Regular Purchase Date”); or (ii) the average of the three (3) lowest closing sale prices for the Common Stock on the Principal Market (each, a “Closing Sale Price”) during the ten (10) trading days prior to the Regular Purchase Date. The Regular Purchase Share Limit shall increase to 25,000 Purchase Shares if the Closing Sale Price of the Common Stock on the applicable Regular Purchase Date is not less than $3.00, and shall further increase to 30,000 Purchase Shares if the Closing Sale Price of the Common Stock on the applicable Regular Purchase Date is not less than $5.00. Sixth Borough’s committed obligation under any single Regular Purchase shall not exceed $500,000.
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Add-On Purchases
Subject to the terms and conditions of the Purchase Agreement, in addition to directing purchases of Purchase Shares as pursuant to a Regular Notice, the Company shall also have the right, but not the obligation, to direct Sixth Borough to purchase a number of Purchase Shares by delivering a written notice to Sixth Borough (each, an “Add-On Purchase Notice”). Each Add-On Purchase Notice may direct Sixth Borough to purchase a number of Purchase Shares not to exceed the lesser of: (i) three (3) times the number of shares purchased pursuant to the corresponding Regular Notice; or (ii) 30% of the trading volume of the Common Stock on the date of the Add-On Purchase Notice (the “Add-On Purchase Share Amount”). The purchase price for each Add-On Purchase (the “Add-On Purchase Price,” and each such purchase, an “Add-On Purchase”) shall be equal to the lesser of ninety-five percent (95%) of: (i) the VWAP reported by the Principal Market for the period beginning at 9:30:01 a.m., Eastern time, on the applicable Regular Purchase Date (the “Add-On Purchase Date”), or such other time publicly announced by the Principal Market as the official open of trading, and ending 4:00:00 p.m., Eastern time, or such other time publicly announced as the official close of trading on such applicable Add-On Purchase Date; and (ii) the average of the three (3) lowest Closing Sale Prices of the Common Stock during the ten (10) business days immediately prior to the Add-On Purchase Date. The Company may deliver an Add-On Purchase Notice to Sixth Borough only if: (i) it has properly submitted a Regular Notice on the same Regular Purchase Date, providing for the purchase of a number of Purchase Shares equal to or greater than the Regular Purchase Share Limit then in effect (including any automatic increases resulting from the applicable Closing Sale Price or other adjustments under the Purchase Agreement); and (ii) Sixth Borough has received all Purchase Shares subject to all prior Regular Purchases (excluding the Regular Purchase made on such Regular Purchase Date), as well as all prior Add-On Purchases and Intraday Purchases initiated by the Company under the Purchase Agreement.
Intraday Purchases
In addition to purchases of Purchase Shares as described above, the Company shall also have the right, on no more than three (3) occasions during any business day, but not the obligation, to direct Sixth Borough to purchase additional shares of Common Stock by delivering written notice (each, an “Intraday Purchase Notice” and together with any Regular Purchase Notice or Add-On Purchase Notice, each a “Purchase Notice”) on such day (the “Intraday Purchase Date”). The total number of shares of Common Stock set forth in each Intraday Purchase Notice, together with the number of shares specified in any other Intraday Purchase Notices submitted on the same day, shall not exceed the lesser of: (i) 100% of the average daily trading volume reported by the Principal Market during the five (5) business days preceding the business day prior to the Intraday Purchase Date; and (ii) Sixth Borough’s committed daily obligation of $1,000,000 (such maximum aggregate amount, the “Intraday Purchase Share Amount”). The purchase price per share for each such transaction (the “Intraday Purchase Price,” and each such transaction, an “Intraday Purchase”) shall be equal to the greater of ninety-five percent (95%) of: (i) the lowest transaction price reported by the Principal Market during the period beginning at 9:30:01 a.m., Eastern time, on the applicable Intraday Purchase Date, or such other time publicly announced by the Principal Market as the official open of trading, and ending 4:00:00 p.m., Eastern time, on such applicable Intraday Purchase Date, or such other time publicly announced as the official close of trading on such applicable Intraday Purchase Date; and (ii) the Closing Sale Price of the Common Stock on the business day immediately prior to the Intraday Purchase Date. The Company may submit an Intraday Purchase Notice only if it has delivered to Sixth Borough prior to 2:00 p.m. Eastern time on the applicable business day, the notice specifying the number of shares to be purchased, and Sixth Borough consents in writing to such Intraday Purchase. The Company may submit up to three (3) Intraday Purchase Notices in a single business day provided that delivery of shares by the Company pursuant to all prior Intraday Purchase Notices has been made.
To date, the Company has not issued any shares of Common Stock pursuant to the Purchase Agreement.
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Reasons for Seeking Stockholder Approval
As a result of our listing on Nasdaq, issuances of our Common Stock are subject to the Nasdaq Listing Rules, including Nasdaq Listing Rule 5635(d), which requires us to obtain stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of shares of our Common Stock (or securities convertible into or exercisable for shares of our Common Stock) at a price less than the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (such price, the “Minimum Price”) if such issuance would result in the issuance of more than 20% of the shares of our Common Stock outstanding immediately prior to the execution of the agreements related to such issuance.
Pursuant to Nasdaq Listing Rule 5635(d), in no event may we issue or sell to Sixth Borough under the Purchase Agreement more than 19.99% of the shares of our Common Stock outstanding immediately prior to the execution of the Purchase Agreement (which was 179,792 shares, based on 899,410 shares outstanding immediately prior to the execution of the Purchase Agreement) (the “Exchange Cap”), unless (i) we obtain stockholder approval to issue shares of Common Stock in excess of the Exchange Cap or (ii) the Average Price (defined below) of all shares of Common Stock issued to Sixth Borough under the Purchase Agreement equals or exceeds $4.63 per share which represents the Minimum Price with respect to the Purchase Agreement (the “September 11 Minimum Price”) so that the Exchange Cap limitation would not apply to issuances and sales of our Common Stock under the Purchase Agreement pursuant to the rules and regulations of Nasdaq. Accordingly, once issuances under the Purchase Agreement would otherwise cause us to exceed 19.99% of the pre-transaction outstanding shares, the Company must ensure that the Average Price of all shares sold to Sixth Borough (including the Commitment Shares) is at or above the September 11 Minimum Price in order for the Exchange Cap limitation to no longer apply under Nasdaq rules. For purposes of this determination, the “Average Price” will be calculated as the quotient of: (x) the aggregate gross purchase price paid by Sixth Borough for all shares of Common Stock purchased under the Purchase Agreement, divided by (y) the aggregate number of shares of Common Stock issued to Sixth Borough under the Purchase Agreement.
As of January 29, 2026, we had issued no shares of Common Stock under the Purchase Agreement, leaving 179,792 shares of our Common Stock available for issuance under the Purchase Agreement without (i) seeking stockholder approval or (ii) assuming the average price per share of such shares equals or exceeds the September 11 Minimum Price. In any event, the Purchase Agreement specifically provides that we may not issue or sell any shares of our Common Stock under the Purchase Agreement if such issuance or sale would violate any applicable Nasdaq Listing Rules, including Nasdaq Listing Rule 5635(d). Based on the closing sale price of our Common Stock as reported on the Nasdaq Capital Market on January 28, 2026, to fully utilize the amount available to us under the Purchase Agreement, we would need to issue 6,044,895 shares of Common Stock to Sixth Borough (which includes the Commitment Shares), which would be in excess of what is permitted pursuant to Nasdaq Listing Rule 5635(d). Accordingly, in order to be able to sell to Sixth Borough the full amount available under the Purchase Agreement, we are seeking stockholder approval to issue 20% or more of our outstanding shares as of the date we entered into the Purchase Agreement.
Effect of Failure to Obtain Stockholder Approval
If the stockholders do not approve Proposal 1, we will be unable to issue shares of Common Stock to Sixth Borough pursuant to the Purchase Agreement in excess of the Exchange Cap unless the average price of all shares of Common Stock issued to Sixth Borough under the Purchase Agreement equals or exceeds the September 11 Minimum Price.
Effect on Current Stockholders if the Issuance Proposal is Approved
Upon obtaining the stockholder approval requested in this Proposal 1, we would no longer be bound by the restrictions on issuances of Common Stock to Sixth Borough imposed by Nasdaq Listing Rule 5635(d). If this Issuance Proposal is approved by our stockholders, we would be able to issue more than the original Exchange Cap (or 179,792 shares) to Sixth Borough under the Purchase Agreement at a price less than the September 11 Minimum Price. The maximum number of shares of Common Stock that we may issue would fluctuate from time to time based on the price of our Common Stock.
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Reasons for Transaction and Effect on Current Stockholders
Our Board has determined that the Purchase Agreement with Sixth Borough is in the best interests of the Company and its stockholders because the right to sell shares to Sixth Borough provides the Company with a potential source of capital and the ability to access that capital when and as needed.
The Purchase Agreement does not affect the rights of the holders of outstanding Common Stock, but the sale of shares to Sixth Borough pursuant to the terms of the Purchase Agreement will have a dilutive effect on the existing stockholders, including the voting power and economic rights of the existing stockholders.
Required Vote of Stockholders
The approval of Proposal 1 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. Abstentions are not considered votes cast and will therefore have no effect on the proposal. Under applicable Nasdaq Listing Rules, brokers are not permitted to vote shares held for a customer on “non-routine” matters (such as Proposal 1) 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 Proposal 1.
Recommendation of our Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF PROPOSAL 1.
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PROPOSAL 2
NASDAQ STOCK ISSUANCE (WARRANTS) PROPOSAL
Overview
General
On December 29, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Armistice Capital Master Fund Ltd. (also referred to herein as the “Investor”) for a private placement of securities (the “Private Placement”). The closing of the Private Placement occurred on December 31, 2025 (the “Closing” and such date, the “Closing Date”). At the Closing, the Company issued (i) 1,033,591 Pre-Funded Warrants to purchase 1,033,591 shares of Common Stock, and (ii) 2,067,182 Common Warrants to purchase shares of Common Stock. Each Pre-Funded Warrant was sold with two Common Warrants at a combined purchase price of $3.869, which is equal to the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Common Stock on December 29, 2025, minus the exercise price of the Pre-Funded Warrant of $0.001 per share.
Pre-Funded Warrants
The exercise price of the Pre-Funded Warrants is $0.001 per share. The Pre-Funded Warrants are exercisable at any time after their original issuance, and will not expire until exercised in full.
The Pre-Funded Warrants provide that the Investor will not have the right to exercise any portion of its Pre-Funded Warrants if such exercise would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Investor (together with its affiliates) to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of the Company’s securities beneficially owned by the Investor (together with its affiliates) to exceed 9.99% of the combined voting power of all of the Company’s securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants (the “Pre-Funded Warrant Beneficial Ownership Limitation”).
Common Warrants
The Common Warrants have an exercise price per share of Common Stock equal to $3.87 per share (which is equal to the Minimum Price on the date the Securities Purchase Agreement was signed). The Common Warrants are not exercisable, and the underlying Common Stock is not issuable until the Company obtains stockholder approval for such exercise and issuance under applicable rules and regulations of Nasdaq (such approval, “Stockholder Approval” and the date on which Stockholder Approval is received and deemed effective, the “Stockholder Approval Date”). The Common Warrants will expire on the five year anniversary of the Stockholder Approval Date. The exercise price and the number of shares of Common Stock issuable upon exercise of the Common Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.
The Common Warrants provide that the Investor will not have the right to exercise any portion of its Common Warrants if such exercise would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Investor (together with its affiliates) to exceed 4.99% (or, at the election of the purchaser, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of the Company’s securities beneficially owned by the Investor (together with its affiliates) to exceed 4.99% (or, at the election of the purchaser, 9.99%) of the combined voting power of all of the Company’s securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants (the “Common Warrant Beneficial Ownership Limitation” and, together with the Pre-Funded Warrant Beneficial Ownership Limitation, the “Beneficial Ownership Limitations”).
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Reasons for Seeking Stockholder Approval
As a result of our listing on Nasdaq, issuances of our Common Stock are subject to the Nasdaq Listing Rules, including Nasdaq Listing Rule 5635(d). Nasdaq Listing Rule 5635(d) requires the Company to obtain stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of shares of our Common Stock (or securities convertible into or exercisable for shares of our Common Stock) at a price less than the Minimum Price if such issuance would result in the issuance of more than 20% of the shares of our Common Stock outstanding immediately prior to the execution of the agreements related to such issuance, regardless of whether such shares are issued to one person or group or are more widely distributed. The Private Placement was a private placement involving a single investor, and thus does not meet the definition of a “public offering” under the Nasdaq Listing Rules.
Under Nasdaq guidance, when an issuance involves both common stock (or an equivalent security, such as a pre-funded warrant) and warrants, a portion of the purchase price must be allocated to the warrants when determining whether the common stock component is being issued at a discount. Nasdaq has advised that each warrant must be attributed a value of $0.125 plus any amount by which the warrant is, or could become, in-the-money (including through price-adjustment features). Although the Pre-Funded Warrants issued in the Private Placement were sold at a price equal to the Minimum Price (less the nominal exercise price no value was allocated to the accompanying the Common Warrants. As a result, the Pre-Funded Warrants are deemed to have been issued at a price below the Minimum Price as of the date of the Securities Purchase Agreement. Because the issuance of Common Stock upon the exercise of the Common Warrants would permit the Investor to acquire more than 20% of the Common Stock issued and outstanding prior to the Private Placement at a price below the Minimum Price, Nasdaq Listing Rule 5635(d) requires stockholder approval. Accordingly, the Company must obtain stockholder approval of the issuance of shares of Common Stock upon the exercise of the Common Warrants.
On the record date, assuming the issuance of all shares of Common Stock upon the exercise of all of the Common Warrants, the Investor would own approximately 3,100,773 shares of Common Stock, assuming continued ownership of the shares of Common Stock acquired pursuant to exercises of Pre-Funded Warrants, but excluding any securities acquired other than through such Private Placement. Such shares would constitute approximately 77.29% of the then-outstanding Common Stock after the issuance of such shares. For the avoidance of doubt, these ownership calculations do not take into account the Beneficial Ownership Limitations.
Effect on Current Stockholders if the Issuance Proposal is Approved
If this proposal is approved, existing stockholders will suffer dilution in ownership interests and voting rights as a result of the issuance of shares of Common Stock upon the exercise of the Common Warrants. Assuming the issuance of all shares of Common Stock upon the exercise of all of the Pre-Funded Warrants and Common Warrants, the Investor would own approximately 3,100,773 shares of Common Stock, assuming continued ownership of the shares of Common Stock acquired pursuant to exercises of Pre-Funded Warrants. Such shares would constitute approximately 77.29% of the then-outstanding Common Stock after the issuance of such shares. The ownership interest of the existing stockholders (other than the Investor) would be correspondingly reduced. The number of shares of Common Stock described above does not give effect to the Beneficial Ownership Limitations or any other potential future issuances of Common Stock. The sale into the public market of these shares also could materially and adversely affect the market price of the Common Stock.
If this proposal is approved, the issuance of the Common Stock could have an anti-takeover effect because such issuance would make it more difficult for, or discourage an attempt by, a party to obtain control of the Company by tender offer or other means. The issuance of the Common Stock will increase the number of shares entitled to vote, increase the number of votes required to approve a change of control of the Company, and dilute the interest of a party attempting to obtain control of the Company. The Board does not have any current knowledge of any effort by any third party to accumulate the Company’s securities or obtain control of the Company by any means.
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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 Securities 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 Company’s stockholders to approve this proposal will not negate the existing terms of the documents, which will remain binding obligations of the Company.
If this proposal is not approved, the Investor will not be able to exercise the Common Warrants. Effectively, Stockholder Approval of the Common Warrants is one of the conditions for us to receive up to approximately an additional $8 million upon the exercise of the Common Warrants, if exercised for cash. Loss of these potential funds could jeopardize our ability to execute our business plan. The Company may be unable to obtain alternative financing, which would prevent the Company from having sufficient resources to fund its operations. As a result, the Company may be required to liquidate or seek bankruptcy protection. There can be no assurance the Common Warrants will be exercised.
Furthermore, pursuant to the terms of the Securities Purchase Agreement, the Company is obligated to hold a special meeting of stockholders within ninety (90) days after the Closing Date for the purpose of obtaining Stockholder Approval. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every ninety (90) days thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the Common Warrants are no longer outstanding. The Company would bear the costs associated with including this proposal for stockholder approval at subsequent stockholder meetings.
Required Vote of Stockholders
The approval of Proposal 2 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. Abstentions are not considered votes cast and will therefore have no effect on the proposal. Under applicable Nasdaq Listing Rules, brokers are not permitted to vote shares held for a customer on “non-routine” matters (such as Proposal 2) 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 Proposal 2. Notwithstanding the foregoing, in accordance with Nasdaq Listing Rule 5635 and IM-5635-2, “Interpretative Material Regarding the Use of Share Caps to Comply with Rule 5635,” the Excluded Shares will not be entitled to vote such shares on Proposal 2. Any votes cast “FOR” Proposal 2 attributable to any of the Excluded Shares will be disregarded for purposes of determining whether Proposal 2 is approved.
To comply with Nasdaq rules, we will instruct the inspector of elections to conduct separate tabulations that subtract the Excluded Shares from the total number of shares voted in favor of Proposal 2 to determine whether the proposal has been adopted in accordance with applicable Nasdaq rules, which require a majority of the shares of Common Stock that are present or represented by proxy at the Special Meeting and entitled to vote on such proposal (other than the votes required to be excluded in accordance with Nasdaq rules) to be voted in favor of the applicable proposal.
Recommendation of our Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF PROPOSAL 2.
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PROPOSAL 3
AUDITOR RATIFICATION PROPOSAL
General
On July 24, 2025, the Company dismissed Fahn Kanne & Co. Grant Thornton Israel (“Grant Thornton”) as the Company’s independent registered public accounting firm. Effective July 24, 2025, CBIZ was appointed to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The decision to change auditors was approved and recommended by the Company’s audit committee (the “Audit Committee”) of the board of directors (the “Board”) and approved by the Board.
The Audit Committee of the Board annually considers and selects our independent registered public accountants. The Board selected CBIZ to act as our independent registered public accountant for the fiscal year ended December 31, 2025.
Stockholder ratification of CBIZ as our independent registered public accountant firm is not required by our Bylaws, or otherwise. However, we are submitting the selection of CBIZ to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the selection of CBIZ as our independent registered public accountants, the Board will reconsider the selection of such independent registered public accountant firm. Even if the selection is ratified, the Board may, in its discretion, direct the appointment of a different independent registered public accountant at any time if it determines that such a change would be in the best interest of the Company and its stockholders. Representatives of CBIZ are expected to be present at the Special Meeting, will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to questions.
Change in Independent Registered Public Accounting Firm
As disclosed above, on July 24, 2025, the Company, with the prior approval of the Audit Committee, dismissed Grant Thornton as the Company’s independent registered public accounting firm. In connection with the dismissal of Grant Thornton, with the prior approval of the Audit Committee, the Company engaged CBIZ as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
The reports of Grant Thornton on the Company’s financial statements for fiscal years ended December 31, 2024 and 2023, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, other than including an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through July 18, 2025, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Grant Thornton would have caused Grant Thornton to make reference thereto in its reports on the consolidated financial statements for such years.
As disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, management identified material weaknesses in internal control over financial reporting related to general IT controls, lack of sufficient accounting personnel, and inadequate segregation of duties, Other than these internal control matters, there were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K and related instructions) during the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through July 18, 2025. The Audit Committee discussed the Company’s material weaknesses in internal control over financial reporting with Grant Thornton and the Company has authorized Grant Thornton to respond fully to any inquiries of the Company’s new independent registered public accounting firm, CBIZ, concerning the subject matter of these material weaknesses.
The Company previously disclosed this information in its Current Report on Form 8-K filed with the SEC on July 24, 2025 (as amended by the Form 8-K/A filed with the SEC on July 25, 2025), provided Grant Thornton with a copy of the disclosures, and requested that Grant Thornton furnish it with a letter addressed to the SEC stating whether or not it agreed with the Company’s statements therein. A copy of the letter dated July 25, 2025 was filed as an exhibit to such Form 8-K/A.
Additionally, during the fiscal years ended December 31, 2024 and 2023 and through July 18, 2025, neither the Company, nor anyone on its behalf, consulted CBIZ regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by CBIZ that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Required Vote of Stockholders
The approval of Proposal 3 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. Abstentions are not considered votes cast and will therefore have no effect on the proposal. Brokers holding shares for a beneficial owner that have not received voting instructions with respect to Proposal 3 will have discretionary voting authority with respect to this proposal.
Recommendation of our Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF PROPOSAL 3.
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Independent Registered Public Accounting Firm’s Fees and Services
As described above, CBIZ was appointed as our auditor and independent registered accounting firm in July 2025, upon the dismissal of Grant Thornton.
The following table presents the aggregate fees billed by CBIZ and Grant Thornton for services performed during the fiscal years ended December 31, 2025 and 2024. These fees are categorized as audit fees, audit-related fees, tax fees and all other fees. The nature of the services provided in each category is described following the tables.
Fees Paid to Independent Registered Public Accounting Firm
The following table provides information regarding the fees billed by CBIZ for the fiscal year ended December 31, 2025.
| 2025 | ||||
| Audit Fees(1) | $ | 146,550 | ||
| Audit-Related Fees(2) | $ | — | ||
| Tax Fees(3) | $ | — | ||
| All Other Fees(4) | $ | 8,007 | ||
Fees Paid to Prior Independent Registered Public Accounting Firm
The following table provides information regarding the fees billed by the Company’s previous independent registered public accounting firm, Grant Thornton, for the fiscal years ended December 31, 2025 and 2024.
| 2025 | 2024 | |||||||
| Audit Fees(1) | $ | 127,000 | $ | 113,152 | ||||
| Audit-Related Fees(2) | $ | 64,000 | $ | 71,000 | ||||
| Tax Fees(3) | $ | 11,630 | $ | — | ||||
| All Other Fees(4) | $ | 9,928 | $ | — | ||||
| (1) | Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. |
| (2) | Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. |
| (3) | Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. |
| (4) | All Other Fees. All other fees consist of fees billed for all other services. |
Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Audit Committee is solely responsible for the pre-approval of all audit and non-audit services to be provided by the independent accountants. The Audit Committee approved all of the fees paid to CBIZ and Grant Thornton during the years ended December 31, 2025 and 2024.
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PROPOSAL 4
ADJOURNMENT PROPOSAL
Holders of Company Common Stock are being asked to authorize the holder of any proxy solicited by the Board to vote in favor of granting discretionary authority to the Board 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 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 Proposals 1, 2 or 3 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 Proposals 1, 2 or 3 or if a quorum is not present, the Board currently intends to move to adjourn the Special Meeting to enable the Board to solicit additional proxies for the approval of Proposals 1, 2 and 3, or to constitute a quorum.
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 in favor of 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. Proposal 4 is considered to be a “non-routine” matter, which means that banks, brokers or other nominees will not have discretionary authority to vote on this matter. Therefore, broker non-votes are not considered votes cast and will have no effect on the outcome of Proposal 4.
Recommendation of our Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF PROPOSAL 4.
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HOUSEHOLDING MATTERS
The SEC has adopted rules that permit companies to deliver a single copy of proxy materials to multiple stockholders sharing an address unless a company has received contrary instructions from one or more of the stockholders at that address. This means that only one copy of the proxy materials may have been sent to multiple stockholders in your household. If you would prefer to receive separate copies of the proxy materials either now or in the future, please contact our Corporate Secretary either by calling (201) 842-7715 or by mailing a request to Attn: Corporate Secretary, 301 Rte. 17 North, Ste. 800, Rutherford, NJ 07070. Upon written or oral request to the Corporate Secretary, the Company will provide a separate copy of the proxy materials. In addition, stockholders at a shared address who receive multiple copies of proxy materials may request to receive a single copy of proxy materials in the future in the same manner as described above.
STOCKHOLDER PROPOSALS
Only proper proposals under Rule 14a-8 of the Exchange Act which are timely received will be included in the proxy materials for our next annual meeting. In order to be considered timely, such proposal must be received by our principal executive officer at the address provided herein for our corporate offices in New Jersey no later than December 29, 2025. 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 principal executive officer, at the above address, not less than 90 days nor more than 120 days prior to the anniversary of the date of the meeting notice for the preceding year’s annual meeting. Therefore, the Company must receive notice of a stockholder proposal submitted other than pursuant to Rule 14a-8 (as discussed above) no sooner than December 29, 2025 and no later than January 28, 2026. If a stockholder fails to provide timely notice of a proposal to be presented at our 2026 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. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than March 23, 2026. Stockholders desiring to nominate a director or submit a proposal are advised to examine the Company’s Bylaws, as they contain additional submission requirements.
| By Order of the Board of Directors of | |
| Glucotrack, Inc. | |
| Sincerely, | |
| Paul
Goode Chief Executive Officer |
Rutherford, New Jersey
, 2026
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FAQ
What is Glucotrack (GCTK) asking shareholders to approve at the special meeting?
How many Glucotrack (GCTK) shares are currently outstanding before these proposals?
How much dilution could Glucotrack (GCTK) shareholders face if all new warrants are exercised?
Why does Glucotrack (GCTK) need shareholder approval for the equity line with Sixth Borough?
What happens if Glucotrack (GCTK) shareholders do not approve Proposal 2 on the common warrants?
Why is Glucotrack (GCTK) asking shareholders to ratify CBIZ as its auditor?
How does the proposed Glucotrack (GCTK) warrant issuance affect takeover attempts?
