GlucoTrack (GCTK) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 3, 2025, to vote on four key proposals, including warrant share issuance, a reverse stock split, an increase in authorized shares, and potential adjournment.

• Board unanimously recommends voting in favor of all proposals to support compliance with Nasdaq rules and future corporate flexibility.

• Proposals are designed to maintain Nasdaq listing, enable capital raising, and provide flexibility for future business opportunities.

Voting matters and shareholder proposals

• Proposal 1: Approve full issuance of shares upon exercise of Series A and B Warrants, as required by Nasdaq Listing Rule 5635(d).

• Proposal 2: Approve a reverse stock split at a ratio between 1-for-2 and 1-for-20, at the Board's discretion, to maintain Nasdaq compliance.

• Proposal 3: Approve an amendment to increase authorized common stock from 100,000,000 to 250,000,000 shares.

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

• Board recommends voting “FOR” all proposals; no other matters are expected to be voted on.

Board of directors and corporate governance

• Board has sole discretion to determine the reverse stock split ratio and timing within one year of approval.

• Board may abandon the reverse stock split if deemed not in the best interests of the company or shareholders.

• Board and management considered the impact of Nasdaq delisting and the need for flexibility in capital structure.