Glucotrack, Inc.

All statements, other than statements of historical fact, included in this report that address activities, events or developments that the Acquiror expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,” “allow” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking.

These forward-looking statements include, but are not limited to, statements regarding the Transaction, (including the Merger and related post-closing actions), the Bridge Financing (and related post-closing actions), the Private Placement Offering and other financing activities, the Conversion, the post-Transaction company and its operations, strategies and plans, integration of businesses, governance changes, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, including the management team and board of directors of the post-Transaction company, expected use of proceeds from the Private Placement Offering and other financing activities, and any future acquisitions.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this report. These include the risk that the Acquiror and the Company’s businesses will not be integrated successfully, synergies and growth from the Transactions may not be fully realized or may take longer to realize than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transactions; failure to obtain or maintain required listing approvals or satisfy Nasdaq continued listing standards; the risk that Nasdaq may not confirm that the Acquiror has satisfied the minimum stockholders’ equity requirement for continued listing or that the Acquiror’s current assessment of its stockholders’ equity position may prove incorrect; failure to obtain the Acquiror Stockholder Approvals or Trading Market Approval in a timely manner or at all, which could delay or prevent the Conversion; inability to consummate planned financings, including the Private Placement Offering, on acceptable terms or within expected timeframes or at all; the risk that changes in the Acquiror’s capital structure and governance following the Transactions could have adverse effects on the market value of its securities; the ability of the Acquiror and the Surviving Corporation to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on the Acquiror and the Surviving Corporation’s operating results and business generally; the risk the Transactions could distract management from ongoing business operations or cause the Acquiror or the Surviving Corporation to incur substantial costs; the risk that the Acquiror may be unable to reduce expenses or access financing or liquidity; the impact of any related economic downturn; the risk of changes in governmental regulations or enforcement practices; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond the Acquiror and the Company’s control, including those detailed in the Acquiror’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and such other documents of the Acquiror filed, or to be filed, with the SEC that are or will be available on the Acquiror’s website at www.glucotrack.com and on the website of the SEC at www.sec.gov. All forward-looking statements are based on assumptions that the Acquiror and the Company believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither the Acquiror nor the Company undertakes any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Item 9.01 Financial Statements and Exhibits.

The Acquiror will file the financial statements of the Company required by Item 9.01(a) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing for this Current Report on Form 8-K.

(b) Pro Forma Financial Information

The Acquiror will file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing for this Current Report on Form 8-K.

(d) Exhibits