GlucoTrack (GCTK) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 12, 2026, to vote on four key proposals, including major stock issuances and auditor ratification.

• Proposals address compliance with Nasdaq Listing Rule 5635(d) for significant equity transactions and corporate governance matters.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock to Sixth Borough Capital Fund, potentially exceeding 20% of outstanding shares, under a $20 million equity line purchase agreement.

• Proposal 2: Approve issuance of shares upon exercise of 2,067,182 common warrants from a private placement with Armistice Capital Master Fund Ltd.

• Proposal 3: Ratify appointment of CBIZ CPAs P.C. as independent auditor for fiscal year 2025.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit votes or achieve quorum.

• Board recommends voting “FOR” all proposals; only Proposal 3 is considered a routine matter for broker voting.

Board of directors and corporate governance

• Board and management ownership collectively represent 2.23% of outstanding shares as of January 28, 2026.

• Advance notice and universal proxy rules apply for shareholder proposals and director nominations at future meetings.