Glucotrack, Inc.

PROPOSAL 3

AUDITOR RATIFICATION PROPOSAL

General

On July 24, 2025, the Company dismissed Fahn Kanne & Co. Grant Thornton Israel (“Grant Thornton”) as the Company’s independent registered public accounting firm. Effective July 24, 2025, CBIZ was appointed to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The decision to change auditors was approved and recommended by the Company’s audit committee (the “Audit Committee”) of the board of directors (the “Board”) and approved by the Board.

The Audit Committee of the Board annually considers and selects our independent registered public accountants. The Board selected CBIZ to act as our independent registered public accountant for the fiscal year ended December 31, 2025.

Stockholder ratification of CBIZ as our independent registered public accountant firm is not required by our Bylaws, or otherwise. However, we are submitting the selection of CBIZ to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the selection of CBIZ as our independent registered public accountants, the Board will reconsider the selection of such independent registered public accountant firm. Even if the selection is ratified, the Board may, in its discretion, direct the appointment of a different independent registered public accountant at any time if it determines that such a change would be in the best interest of the Company and its stockholders. Representatives of CBIZ are expected to be present at the Special Meeting, will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to questions.

Change in Independent Registered Public Accounting Firm

As disclosed above, on July 24, 2025, the Company, with the prior approval of the Audit Committee, dismissed Grant Thornton as the Company’s independent registered public accounting firm. In connection with the dismissal of Grant Thornton, with the prior approval of the Audit Committee, the Company engaged CBIZ as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

The reports of Grant Thornton on the Company’s financial statements for fiscal years ended December 31, 2024 and 2023, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, other than including an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through July 18, 2025, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Grant Thornton would have caused Grant Thornton to make reference thereto in its reports on the consolidated financial statements for such years.

As disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, management identified material weaknesses in internal control over financial reporting related to general IT controls, lack of sufficient accounting personnel, and inadequate segregation of duties, Other than these internal control matters, there were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K and related instructions) during the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through July 18, 2025. The Audit Committee discussed the Company’s material weaknesses in internal control over financial reporting with Grant Thornton and the Company has authorized Grant Thornton to respond fully to any inquiries of the Company’s new independent registered public accounting firm, CBIZ, concerning the subject matter of these material weaknesses.

The Company previously disclosed this information in its Current Report on Form 8-K filed with the SEC on July 24, 2025 (as amended by the Form 8-K/A filed with the SEC on July 25, 2025), provided Grant Thornton with a copy of the disclosures, and requested that Grant Thornton furnish it with a letter addressed to the SEC stating whether or not it agreed with the Company’s statements therein. A copy of the letter dated July 25, 2025 was filed as an exhibit to such Form 8-K/A.

Additionally, during the fiscal years ended December 31, 2024 and 2023 and through July 18, 2025, neither the Company, nor anyone on its behalf, consulted CBIZ regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by CBIZ that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

The approval of Proposal 3 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. Abstentions are not considered votes cast and will therefore have no effect on the proposal. Brokers holding shares for a beneficial owner that have not received voting instructions with respect to Proposal 3 will have discretionary voting authority with respect to this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL OF PROPOSAL 3.

Independent Registered Public Accounting Firm’s Fees and Services

As described above, CBIZ was appointed as our auditor and independent registered accounting firm in July 2025, upon the dismissal of Grant Thornton.

The following table presents the aggregate fees billed by CBIZ and Grant Thornton for services performed during the fiscal years ended December 31, 2025 and 2024. These fees are categorized as audit fees, audit-related fees, tax fees and all other fees. The nature of the services provided in each category is described following the tables.

Fees Paid to Independent Registered Public Accounting Firm

The following table provides information regarding the fees billed by CBIZ for the fiscal year ended December 31, 2025.

Fees Paid to Prior Independent Registered Public Accounting Firm

The following table provides information regarding the fees billed by the Company’s previous independent registered public accounting firm, Grant Thornton, for the fiscal years ended December 31, 2025 and 2024.

Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee is solely responsible for the pre-approval of all audit and non-audit services to be provided by the independent accountants. The Audit Committee approved all of the fees paid to CBIZ and Grant Thornton during the years ended December 31, 2025 and 2024.