GlucoTrack (GCTK) Proxy Filing summary

Executive summary

• Special Meeting called to approve full issuance of shares upon conversion of a $4M Note and related Warrants, and to allow adjournment if more time is needed for proxy solicitation.

• The Note and Warrants were sold in a private placement to John A. Ballantyne Revocable Trust, with up to 4,000,000 shares convertible at $1.00 per share and 4,842,330 shares issuable via Warrants.

• Approval is required to comply with Nasdaq Rule 5635(d), as the transaction could exceed 20% of outstanding shares.

• Failure to approve may force the company to seek alternative, potentially less favorable, financing and could delay or alter business plans.

Voting matters and shareholder proposals

• Two proposals: (1) Approve full issuance of shares for Note and Warrants; (2) Approve adjournment of the meeting if more time is needed.

• Board unanimously recommends voting FOR both proposals.

• Stockholders of record as of the set date are entitled to vote; each share equals one vote.

• Quorum is one-third of outstanding shares; majority of votes cast is required for approval.

• Stockholder proposals for the next annual meeting must be received by September 30, 2024.

Board of directors and corporate governance

• Board is responsible for calling the Special Meeting and recommending proposals.

• Proxy solicitation is managed by Broadridge, with a fee of $8,465 plus expenses.