GlucoTrack (GCTK) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 12, 2026, to be held virtually for all stockholders of record as of January 28, 2026.

• Four key proposals will be presented: two related to stock issuances, one auditor ratification, and one adjournment proposal.

• Board of Directors 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, LP, 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 issued in a private placement, which could result in significant dilution.

• Proposal 3: Ratify appointment of CBIZ CPAs P.C. as independent auditor for fiscal year 2025, following dismissal of Grant Thornton.

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

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board and management beneficially own 2.23% of outstanding shares as a group.

• No individual director or executive officer owns more than 1% of shares individually.

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