GlucoTrack (GCTK) Proxy filing summary

Executive summary

• Special Meeting called to approve two major stock issuance proposals and an adjournment proposal.

• Both stock issuances relate to compliance with Nasdaq Listing Rule 5635(d) and could exceed 20% of outstanding shares.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for full issuance of shares under the ELOC Purchase Agreement with White Lion Capital, including commitment shares and warrant shares.

• Proposal 2 seeks approval for full issuance of shares upon conversion of Bridge Notes and exercise of Bridge Warrants issued to Bridge Investors.

• Proposal 3 allows adjournment of the meeting to solicit additional proxies if needed for quorum or approval of Proposals 1 or 2.

• Board recommends voting “FOR” all three proposals.

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

Board of directors and corporate governance

• Voting rights: one vote per share; no dissenters' rights for these proposals.

• Quorum requires one third of outstanding shares present virtually or by proxy.

• Proxy solicitation costs will be borne by the company, with a proxy solicitor engaged.