As
filed with the Securities and Exchange Commission on September 5, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GLUCOTRACK,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
98-0668934 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(I.R.S.
Employer
Identification
Number) |
| |
|
|
301
Rte. 17 North, Ste. 800
Rutherford,
NJ |
|
07070 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Glucotrack,
Inc. 2024 Equity Incentive Plan
(Full
Title of the Plan)
Paul
Goode
Chief
Executive Officer
Glucotrack,
Inc.
301
Rte. 17 North, Ste. 800,
Rutherford,
NJ 07070
(Name
and Address of Agent for Service)
(201)
842-7715
(Telephone
Number, Including Area Code, of Agent for Service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
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 7(a)(2)(B) of the Securities Act. ☐
PART
I
REGISTRATION
OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant
to General Instruction E of Form S-8, Glucotrack, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8
(this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) to register
124,555 additional shares of the Registrant’s common stock for issuance under the Glucotrack, Inc. 2024 Equity Incentive
Plan (the “Plan”), pursuant to an amendment of the Plan increasing the maximum aggregate number of shares that may be issued
under the Plan to 125,000, effective as of May 22, 2025 (as reduced in connection with the Registrant’s one-for-sixty
(1:60) reverse stock split, effective June 13, 2025). This Registration Statement hereby incorporates by reference the contents of
the Registrant’s registration statement on Form S-8 filed with the Commission on August 19, 2024 (File No. 333-281627),
which registered 535,127 shares (which was subsequently reduced to 26,757 shares, in connection with the Registrant’s one-for-twenty
(1:20) reverse stock split, effective February 3, 2025, and further reduced to 445 shares in connection with the Registrant’s
one-for-sixty (1:60) reverse stock split, effective June 13, 2025). In accordance with the instructional note to Part I of Form S-8
as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement pursuant
to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
| Item
3. |
Incorporation
of Documents by Reference. |
The
following documents filed with the Commission are incorporated herein by reference:
| |
● |
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 31, 2025; |
| |
|
|
| |
● |
The
Registrant’s Quarterly Reports on Form
10-Q for the quarters ended March 31, 2025 and June 30, 2025 filed with
the SEC on May 14, 2025 and August 14, 2025, respectively;
|
| |
|
|
| |
● |
The
Registrant’s Current Reports on Form 8-K filed with the SEC on January
7, 2025, January
13, 2025, (as amended on January
14, 2025), January
29, 2025, February
4, 2025, February
5, 2025, March
13, 2025, March
31, 2025, April
4, 2025, May
14, 2025, May
23, 2025, June
16, 2025, and July 24, 2025 (as amended on July 25, 2025); and |
| |
|
|
| |
● |
The
description of the Registrant’s common stock contained in its Registration Statement on Form 8-A, as filed with the SEC on
December 8, 2021, including any amendments or reports filed with the SEC for the purpose of updating such description. |
All
documents subsequently filed with the SEC by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration
statement (in each case excluding any information furnished and not filed according to applicable rules, such as information furnished
pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K) and to be part hereof from the date of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed
to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration
statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this registration
statement, modifies or supersedes such prior statement. Any statement contained in this registration statement shall be deemed to be
modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated
by reference in this registration statement modifies or supersedes such prior statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
| Item
5. |
Interests
of Named Experts and Counsel. |
None.
The
following exhibits are filed as part of this Registration Statement:
| Exhibit
No. |
|
Description |
| |
|
| 4.1 |
|
Certificate
of Incorporation of Integrity Applications, Inc. (incorporated herein by reference to Exhibit 3.1 to our Registration Statement on
Form S-1 filed with the SEC on August 22, 2011) |
| |
|
|
| 4.2 |
|
Certificate
of Amendment to Certificate of Incorporation of Integrity Applications, Inc. (incorporated herein by reference to Exhibit 3.2 to
our Registration Statement on Form S-1 filed with the SEC on August 22, 2011) |
| |
|
|
| 4.3 |
|
Bylaws
of Integrity Applications, Inc. (incorporated herein by reference to Exhibit 3.3 to our Registration Statement on Form S-1 filed
with the SEC on August 22, 2011) |
| |
|
|
| 4.4 |
|
Certificate
of Amendment to Certificate of Incorporation of Integrity Applications, Inc. (incorporated herein by reference to Exhibit 99.1 to
our Current Report on Form 8-K filed with the SEC on April 23, 2020) |
| |
|
|
| 4.5 |
|
Amendments
to The Company’s Certificate of Incorporation (incorporated herein by reference to Exhibit 3.7 to our Annual Report on Form
10-K, filed with the SEC on March 31, 2022) |
| |
|
|
| 4.6 |
|
First
Amendment to Bylaws dated June 14, 2024 (incorporated herein by reference to Exhibit 3.01 to our Current Report on Form 8-K filed
on June 20, 2024) |
| |
|
|
| 4.7 |
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware
on May 17, 2024 (incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 20, 2024) |
| |
|
|
| 4.8 |
|
Certificate
of Amendment of Certificate of Incorporation of Glucotrack, Inc., dated January 3, 2025 (incorporated herein by reference to Exhibit
3.1 to our Current Report on Form 8-K filed on January 7, 2025) |
| |
|
|
| 4.9 |
|
Certificate
of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on February 3, 2025 (incorporated
by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on February 4, 2025) |
| |
|
|
| 4.10 |
|
Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on June 13, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on June 16, 2025) |
| |
|
| 5.1* |
|
Opinion of Nelson Mullins Riley & Scarborough LLP as to the legality of the securities being registered that constitute original issue shares. |
| |
|
|
| 23.1* |
|
Consent of Fahn Kanne & Co., an Independent Public Accounting Firm. |
| |
|
| 23.2* |
|
Consent of Nelson Mullins Riley & Scarborough LLP (included as part of Exhibit 5.1). |
| |
|
| 24.1* |
|
Power of Attorney (included on signature page). |
| |
|
|
| 99.1 |
|
Glucotrack, Inc. 2024 Equity Incentive Plan (incorporated herein by reference to Appendix A to our DEF 14A filed with the Commission on April 1, 2024)
|
| |
|
|
| 99.2 |
|
Amendment to the Glucotrack, Inc. 2024 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 to our current report on Form 8-K filed on May 23, 2025) |
| |
|
|
| 99.3* |
|
Form of Option Award Agreement |
| |
|
|
| 107* |
|
Filing Fee Table |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Rutherford, State of New Jersey, on September 5, 2025.
| |
GLUCOTRACK,
INC. |
| |
|
|
By: |
/s/
Paul Goode |
| |
|
Paul
Goode |
| |
|
Chief
Executive Officer |
POWER
OF ATTORNEY
We,
the undersigned officers and directors of Glucotrack, Inc., hereby, severally constitute and appoint Paul Goode as our true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution, in any and all capacities, to sign this Registration
Statement on Form S-8 and any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and
to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as she/he might or could do in person, hereby ratifying and confirming all
that such attorney-in-fact and agent, or her/his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Paul Goode |
|
Chief
Executive Officer and Director |
|
September 5, 2025 |
| Paul
Goode |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Peter Wulff |
|
Chief
Financial Officer |
|
September 5, 2025 |
| Peter
Wulff |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Erin Carter |
|
Director |
|
September 5, 2025 |
| Erin
Carter |
|
|
|
|
| |
|
|
|
|
| /s/
Luis Malave |
|
Director |
|
September 5, 2025 |
| Luis
Malave |
|
|
|
|
| |
|
|
|
|
| /s/
Andrew Balo |
|
Director |
|
September 5, 2025 |
| Andrew
Balo |
|
|
|
|
| |
|
|
|
|
| /s/
Victoria Carr-Brendel |
|
Director |
|
September 5, 2025 |
| Victoria
Carr-Brendel |
|
|
|
|
