GlucoTrack (GCTK) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 11, 2026, to approve key stock issuance proposals and potential adjournment.

• Proposals seek shareholder approval for issuances exceeding 20% of outstanding common stock under Nasdaq rules.

• Board unanimously recommends voting in favor of all proposals to facilitate capital raising and compliance.

Voting matters and shareholder proposals

• Proposal 1: Approve full issuance of shares under the ELOC Purchase Agreement with White Lion Capital, potentially exceeding 20% of outstanding shares.

• Proposal 2: Approve full issuance of shares upon conversion of Bridge Notes and exercise of Bridge Warrants issued to Bridge Investors, also potentially exceeding 20%.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit votes or achieve quorum.

• Board recommends voting “FOR” all proposals; each requires a majority of shares present or represented by proxy.

• Shareholder proposals for the next annual meeting must be received by March 19, 2027, for inclusion.

Board of directors and corporate governance

• Board set August 5, 2026, as the record date for voting eligibility.

• Each share of common stock entitles the holder to one vote; no dissenters' rights apply to these proposals.

• Proxy solicitation is managed by Sodali & Co. for a fee of approximately $12,500.