GlucoTrack (GCTK) Proxy filing summary

Executive summary

• Special meeting agenda seeks approval for two Nasdaq-related share issuances, a reverse stock split, and authority to adjourn if more votes or a quorum are needed.

• The September Financing generated $4.5 million in gross cash proceeds and included $11.596 million in convertible-note principal, including exchanged debt; the separate Interim PIPE generated $2 million in gross proceeds.

Voting matters and shareholder proposals

• Proposal 1 seeks Nasdaq Rule 5635(d) approval for full issuance upon conversion of September Notes and exercise of September Warrants; issuance may exceed 20% of shares outstanding when the purchase agreement was signed.

• September Notes bear 8% annual interest, mature in nine months, and convert at the lower of $3.12 or 80% of the lowest daily VWAP in the prior 15 trading days, subject to a 20%-of-Minimum-Price floor.

• September Warrants cover 4,831,739 shares, equal to 125% of note principal, carry a $7.50 exercise price and five-year term, and are not exercisable before stockholder approval.

• Proposal 2 seeks Nasdaq Rule 5635(d) approval for exercise of the PIPE Warrant covering 2,666,667 shares at $1.50 per share; it has a five-year term and 9.99% beneficial-ownership limit. Pre-funded warrants are excluded.

• Proposal 4 would allow adjournment to solicit votes or establish a quorum; approval requires a majority of votes cast for or against, while Proposals 1 and 2 require a majority of shares present and entitled to vote.

Board of directors and corporate governance

• The Board unanimously recommends FOR Proposals 1, 2, 3, and 4; the CEO may select whether and how to implement an approved reverse split under delegated authority.