Glucotrack, Inc.

For the period ended Dec 6, 2024. Filed Dec 6, 2024.

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Dec 6, 2024 · Filed Dec 6, 2024

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GCTK$1.39-32.2%Stored close · as of Oct 29, 2026

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DEF 14A 1 formdef14a.htm

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

**Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Glucotrack, Inc.**

**(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Glucotrack, Inc.

**301 Rte. 17 North, Suite 800

Rutherford, NJ 07070

(201) 842-7715

**NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on January 3, 2025

To the Stockholders of Glucotrack, Inc:

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Glucotrack, Inc., a Delaware corporation (the “Company”), will be held exclusively online via the Internet on Friday, January 3, 2025, at 11:00 a.m. (Eastern Time), for the following purposes (which are more fully described in the Proxy Statement, which is attached and made a part of this Notice):

1.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock, par value $0.001 per share (the “common stock”) issuable by the Company upon exercise of the Series A Warrants and the Series B Warrants (as defined in the Proxy Statement) (the “Issuance Proposal” or “Proposal 1”);
2.	To approve an amendment to Article IV of the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s common stock at a ratio of between 1-for-2 and 1-for-20 (the “Reverse Stock Split”), with such ratio to be determined at the sole discretion of the board of directors of the Company (the “Board”) and with such Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (the “Reverse Stock Split Proposal” or “Proposal 2”);
3.	To approve an amendment to Article IV of the Company’s Certificate of Incorporation to increase the number of our authorized shares of common stock from 100,000,000 shares to 250,000,000 shares (the “Charter Amendment Proposal” or “Proposal 3”); and
4.	To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the Issuance Proposal, the Reverse Stock Split Proposal, and the Charter Amendment Proposal at the Special Meeting (the “Adjournment Proposal” or “Proposal 4”); and
5.	To transact such other business as may properly come before the Special Meeting.

**The Board of Directors unanimously recommends that stockholders vote “FOR” each of Proposal 1, Proposal 2, Proposal 3, and Proposal 4.**The Board of Directors’ reasons for seeking approval of each of the proposals are set forth in the attached Proxy Statement. The Company does not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on November 8, 2024, are entitled to notice of, and to attend and to vote at, the Special Meeting and any postponement or adjournment thereof.

The accompanying proxy statement for the Special Meeting (the “Proxy Statement”) contains important information about the Special Meeting and each of the proposals. Whether or not you plan to attend the Special Meeting, the Company urges you to read this material carefully and vote your shares.

The proxy statement for the Special Meeting is dated December 6, 2024, and is being distributed or made available to stockholders on or about that date.

The Special Meeting will be presented exclusively online athttps://www.virtualshareholdermeeting.com/GCTK2025SM. You will be able to attend the Special Meeting online, vote your shares electronically and submit your questions to management during the Special Meeting by visitingwww.proxyvote.com and entering the 16-digit control number received with your proxy card. We recommend that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.

Your vote is important. Whether or not you plan to attend the virtual Special Meeting, please vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Special Meeting. Instructions for voting are described in the Proxy Statement and the proxy card.

You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the meeting**.**

By Order of the Board of Directors of

Glucotrack, Inc.

Sincerely,

/s/ Paul Goode

Paul Goode Chief Executive Officer

Rutherford, New Jersey

December 6, 2024

TABLE OF CONTENTS

	Page
PROXY STATEMENT	1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	6
PROPOSAL 1: PROPOSAL TO APPROVE, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(D), THE FULL ISSUANCE OF SHARES OF COMMON STOCK ISSUABLE BY THE COMPANY UPON EXERCISE OF THE SERIES A WARRANTS AND THE SERIES B WARRANTS	7
PROPOSAL 2: APPROVAL OF REVERSE STOCK SPLIT	10
PROPOSAL 3: APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF OUR AUTHORIZED SHARES OF COMMON STOCK	17
PROPOSAL 4: ADJOURNMENT PROPOSAL	19
HOUSEHOLDING	19
STOCKHOLDER PROPOSALS	19

GLUCOTRACK, INC.

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