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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Contents
PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
To Be Held on January 3, 2025
The following information is furnished to each stockholder in connection with the foregoing Notice of Special Meeting of Stockholders of Glucotrack, Inc., a Delaware corporation, to be held exclusively online via the Internet on Friday, January 3, 2025, at 11:00 a.m. (Eastern time) athttps://www.virtualshareholdermeeting.com/GCTK2025SM. The enclosed proxy is for use at the special meeting of stockholders (the “Special Meeting”) and any postponement or adjournment thereof. Unless the context requires otherwise, references to “Glucotrack,” “the Company,” “we,” “our,” and “us” in this Proxy Statement refer to Glucotrack, Inc.
In accordance with the bylaws of the Company (as they may be amended, supplemented or otherwise modified from time to time, the “Bylaws”), the Special Meeting has been called for the following purposes:
| 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 below) (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. |
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. We intend to mail this Proxy Statement, together with a proxy card, on or about December 6, 2024, to all stockholders entitled to vote at the Special Meeting.
Questions and Answers about the Special Meeting and Voting
| Q: | Who may attend the Special Meeting? |
|---|---|
| A: | Attendance at the Special Meeting will be limited to those persons who were stockholders, or held Glucotrack common stock through a broker, bank or other nominee, at the close of business on November 8, 2024, the Record Date for the Special Meeting. |
| Q: | Who may vote at the Special Meeting? |
| A: | Our Board of Directors (“Board”) set November 8, 2024, as the Record Date for the Special Meeting. If you owned shares of our common stock at the close of business on November 8, 2024, you may attend and vote at the Special Meeting. Each stockholder is entitled to one vote for each share of common stock held on all matters to be voted on. As of November 8, 2024, there were 5,772,026 shares of our common stock outstanding and entitled to vote at the Special Meeting. |
| Q: | How do I vote my shares if I hold my shares through a broker rather than directly? |
| A: | If your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC, you are considered, with respect to those shares, a stockholder of record. As a stockholder of record, you have the right to vote at the Special Meeting. |
If your shares are held in a brokerage account, bank or by another nominee or trustee, you are considered the beneficial owner of shares held in “street” name. In that case, the proxy materials have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instructions included in the proxy materials. As the beneficial owner, you are also invited to attend the Special Meeting, but because the beneficial owner is not the stockholder of record, you may not vote these shares in person at the Special Meeting unless you obtain a “legal proxy” from the broker, bank, nominee, or trustee that holds your shares, giving you the right to vote the shares at the Special Meeting.
As indicated above, if your shares are held in “street” name by a broker, bank, or other nominee, they should send you instructions that you must follow in order to have your shares voted at the Special Meeting.
If you hold shares in your own name, you may vote by proxy in any one of the following ways:
| ● | Via the Internet by accessing the proxy materials on the secured website www.proxyvote.com and following the voting instructions on that website. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on January 2, 2025, the day before the Special Meeting. Easy-to-follow instructions allow you to vote your shares and confirm that your instructions have been properly recorded; |
| ● | Via telephone by calling toll free 1-800-690-6903 and following the recorded instructions. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on January 2, 2025, the day before the Special Meeting. Easy-to-follow instructions allow you to vote your shares and confirm that your instructions have been properly recorded; or |
| ● | By completing, dating, signing and returning the proxy card. If you received the proxy card by mail and choose to vote by mail, simply mark your proxy card, date and sign it, and return it. Your proxy card must be received by the close of business on January 2, 2025, the day before the Special Meeting. |
The Internet and telephone voting procedures are designed to authenticate stockholders’ identities by use of a control number to allow stockholders to vote their shares and to confirm that stockholders’ instructions have been properly recorded. Voting via the Internet or telephone must be completed by 11:59 p.m. Eastern Time on January 2, 2025, the day before the Special Meeting. If you submit or return a proxy card without giving specific voting instructions, your shares will be voted as recommended by the Board, as permitted by law.
| Q: | How will my shares be voted? |
|---|---|
| A: | All shares which are entitled to vote and represented by a properly completed, executed and delivered proxy received before the Special Meeting and not revoked will be voted at the Special Meeting as instructed by you in a proxy delivered before the Special Meeting. If you do not indicate how your shares should be voted on a matter, the shares represented by your proxy will be voted “FOR” the Issuance Proposal, the Reverse Stock Split Proposal, the Charter Amendment Proposal, and the Adjournment Proposal, and with regard to any other matters that may be properly presented at the Special Meeting and all matters incident to the conduct of the meeting. All votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. |
| Q: | Is my vote confidential? |
| A: | Yes, your vote is confidential. The only persons who have access to your vote are the inspector of election, individuals who help with processing and counting your votes, and persons who need access for legal reasons. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board. |
| Q: | What is the quorum requirement for the Special Meeting? |
| A: | One third (1/3) of our outstanding shares of common stock entitled to vote, as of the Record Date, must be present at the Special Meeting in person or by proxy in order for us legally to hold the Special Meeting and conduct business. This is called a quorum. Your shares will be counted as present at the Special Meeting if you: |
| ● | Are present and entitled to vote in person at the Special Meeting; or |
| ● | Properly submitted a proxy card or voter instruction card. |
If you are present in person or by proxy at the Special Meeting but withhold your vote or abstain from voting on any or all proposals, your shares are still counted as present and entitled to vote for purposes of establishing a quorum. Broker non-votes are not counted for determining whether a quorum exists. Broker non-votes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares, but the broker submits that person’s proxy nonetheless. The proposals listed in this Proxy Statement state the votes needed to approve the proposed actions.
| Q: | What proposals will be voted on at the Special Meeting? |
|---|---|
| A: | The following proposals will be voted on at the Special Meeting: |
| ● | The approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the full issuance of shares of common stock issuable by the Company upon exercise of the Series A Warrants and the Series B Warrants (the “Issuance Proposal”); |
| ● | The approval of an amendment to Article IV of the Company’s 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, with such ratio to be determined at the sole discretion of the Board (the “Reverse Stock Split”) 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”); |
| ● | 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”); and |
| ● | 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”). |
| Q: | What are the recommendations of the Board of Directors? |
|---|---|
| A: | The Board of Directors unanimously recommends that you vote: |
| ● | “FOR” the Issuance Proposal; |
| ● | “FOR” the Reverse Stock Split Proposal; |
| ● | “FOR” the Charter Amendment Proposal; and |
| ● | “FOR” the Adjournment Proposal. |
| Q: | What does it mean to vote by proxy? |
|---|---|
| A: | When you vote “by proxy,” you grant another person the power to vote stock that you own. If you vote by proxy in accordance with this Proxy Statement, you will have designated proxy holders for the Special Meeting. |
Any proxy given pursuant to this solicitation and received in time for the Special Meeting will be voted in accordance with your specific instructions. If you provide a proxy, but you do not provide specific instructions on how to vote on each proposal, the proxy holder will vote your shares “FOR” the Issuance Proposal, the Reverse Stock Split Proposal, the Charter Amendment Proposal, and the Adjournment Proposal. With respect to any other proposal that properly comes before the Special Meeting, the proxy holders will vote in their own discretion according to their best judgment, to the extent permitted by applicable laws and regulations.
| Q: | What are the voting rights of stockholders? |
|---|---|
| A: | Each share of our common stock outstanding on the Record Date entitles its holder to cast one vote on each matter to be voted on. No dissenters’ rights are provided under the Delaware General Corporation Law (the “DGCL”), our Certificate of Incorporation or our Bylaws with respect to any of the proposals described in this Proxy Statement. |
| Q: | How many votes are required to approve each proposal? |
| A: | Issuance Proposal. The approval of the Issuance Proposal requires that a quorum exist and the affirmative vote of the majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter be voted in favor of the Issuance Proposal. Abstentions are not considered votes cast and will therefore have no effect on the Issuance Proposal. Under applicable Nasdaq Stock Market listing rules, brokers are not permitted to vote shares held for a customer on “non-routine” matters (such as the Issuance Proposal) without specific instructions from the customer. Therefore, broker non-votes are not considered votes cast and will also have no effect on the outcome of the Issuance Proposal. Reverse Stock Split Proposal. The approval of the Reverse Stock Split Proposal requires that a quorum exist and the affirmative vote of the majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter be voted in favor of the Reverse Stock Split Proposal. The Reverse Stock Split Proposal is generally considered to be a “routine” matter which means that banks, brokers or other nominees will have discretionary authority to vote on this matter. Accordingly, no “broker non-votes” are expected on the Reverse Stock Split Proposal. Abstentions and “broker non-votes”, if any, will not be counted as votes cast and will not affect the outcome of the vote on the Reverse Stock Split Proposal. . Charter Amendment Proposal. The approval of the Charter Amendment Proposal requires that a quorum exist and the affirmative vote of the majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter be voted in favor of the Charter Amendment Proposal. The Charter Amendment Proposal is generally considered to be a “routine” matter which means that banks, brokers or other nominees will have discretionary authority to vote on this matter. Accordingly, no “broker non-votes” are expected on the Charter Amendment Proposal. Abstentions and “broker non-votes”, if any, will not be counted as votes cast and will not affect the outcome of the vote on the Charter Amendment Proposal. Adjournment Proposal. For the Adjournment Proposal to be approved, the number of votes cast in favor of approval of the Adjournment Proposal must represent a majority of all those outstanding shares that (a) are present or represented by proxy at the Special Meeting, and (b) are cast either affirmatively or negatively on the proposal. The Adjournment Proposal is generally considered to be a “routine” matter which means that banks, brokers or other nominees will have discretionary authority to vote on this matter. Accordingly, no “broker non-votes” are expected on the Adjournment Proposal. Abstentions and “broker non-votes”, if any, will not be counted as votes cast and will not affect the outcome of the vote on the Adjournment Proposal. |
| Q: | Can I access these proxy materials on the Internet? How long will they be available? |
|---|---|
| A: | Yes. The Notice of Special Meeting and Proxy Statement are available for viewing, printing, and downloading at www.proxyvote.com. All materials will remain posted on www.proxyvote.com at least until the conclusion of the meeting. |
| Q: | How can I revoke or change my vote after submitting it? |
| A: | If you are a stockholder of record, you can revoke your proxy before your shares are voted at the Special Meeting by: |
| ● | Filing a written notice of revocation bearing a later date than the proxy with our Chief Executive Officer at Glucotrack, Inc., 301 Rte. 17 North, Ste. 800, Rutherford, New Jersey 07070, at or before the taking of the vote at the Special Meeting; |
| ● | Duly executing a later-dated proxy relating to the same shares and delivering it to our Chief Executive Officer at Glucotrack, Inc., 301 Rte. 17 North, Ste. 800, Rutherford, New Jersey 07070, at or before the taking of the vote at the Special Meeting; |
| ● | Attending the Special Meeting virtually and vote your shares (although attendance at the Special Meeting will not in and of itself constitute a revocation of a proxy); or |
| ● | If you voted by telephone or via the Internet, voting again by the same means prior to 11:59 p.m. Eastern Time on January 2, 2025, the day before the Special Meeting (your latest telephone or Internet vote, as applicable, will be counted and all earlier votes will be disregarded). |
If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker, or other holder of record. You may also vote in person at the Special Meeting if you obtain a legal proxy from them and register to attend the Special Meeting as described in the answers to previous questions.
| Q: | Where can I find the voting results of the Special Meeting? |
|---|---|
| A: | We plan to announce the preliminary voting results at the Special Meeting. We will file the results in a Current Report on Form 8-K filed with the SEC within four business days after the Special Meeting. |
| Q: | Who is paying for this Proxy Statement and the solicitation of my proxy, and how are proxies solicited? |
| A: | Proxies are being solicited by the Board of Directors for use at the Special Meeting. The Company’s officers and other employees, without additional remuneration, also may assist in the solicitation of proxies in the ordinary course of their employment. The Company also has engaged Broadridge as the Company’s proxy solicitor to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Broadridge an estimated fee of approximately $25,000, as well as reasonable and customary documented expenses. The Company has also agreed to indemnify Broadridge and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to the use of the mail and the Internet, solicitations may be made personally or by email or telephone, as well as by public announcement. The Company will bear the cost of this proxy solicitation. The Company may also request brokers, dealers, banks and their nominees to solicit proxies from their clients where appropriate and may reimburse them for reasonable expenses related thereto. |
| Q: | Who can help answer my questions? |
|---|---|
| A: | If you have questions about how to vote or direct a vote in respect of your shares or about the proposals, or if you need additional copies of the Proxy Statement or proxy card, you may contact Broadridge at: |
Broadridge
P.O. Box 1341
Brentwood, New York 11717
Telephone: 1-800-579-1639
Email: sendmaterial@proxyvote.com
You may also contact the Company at:
Glucotrack, Inc.
301 Rte. 17 North, Ste. 800
Rutherford, New Jersey 07070
Telephone: (201) 842-7715
Attention: Corporate Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.