Glucotrack, Inc.
For the period ended Jul 17, 2026. Filed Jul 17, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 17, 2026 · Filed Jul 17, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Rule 14a-12 |
(Name of Registrant as Specified in its Charter)
N/A
(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 |
Rutherford, NJ 07070
(201) 842-7715
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 18, 2026
To the Stockholders of Glucotrack, Inc.:
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Glucotrack, Inc., a Delaware corporation (the “Company”), will be held on Tuesday, August 18, 2026 at 12:00 p.m., Eastern Time, atwww.virtualshareholdermeeting.com/GCTK2026, for the following purposes:
| 1. | the election of six directors, each to serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified (Proposal 1); |
| 2. | the approval, on an advisory basis, the 2025 executive compensation of the Company’s “named executive officers” (“Say-on-Pay”) (Proposal 2); |
| 3. | the ratification of the previous appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the year ending December 31, 2026 (Proposal 3); |
| 4. | the approval of one or more amendments to the Company’s certificate of incorporation to effect one or more reverse stock splits of the Company’s common stock par value $0.001 per share (“Common Stock”) at an aggregate ratio not to exceed one-for-thirty (Proposal 4); |
| 5. | the approval of a proposed warrant inducement, including the repricing of certain existing warrants and the issuance of new inducement warrants to the holders of such existing warrants and the issuance of shares of Common Stock upon exercise thereof, for purposes of complying with Nasdaq Listing Rule 5635(d) (Proposal 5); and |
| 6. | the transaction of such other business as may properly come before the annual meeting or any postponement or adjournment thereof. |
Our board of directors (the “Board”) has fixed the close of business on July 17, 2026 as the record date (the “Record Date”) for a determination of stockholders entitled to notice and to vote at the Annual Meeting and any adjournment thereof. On the Record Date, there were 7,719,121 shares of Common Stock issued and outstanding. Holders of our Common Stock are entitled to vote at the Annual Meeting. In the event that there are insufficient shares present in person or represented by proxy at the Annual Meeting in order to obtain a quorum, the Annual Meeting may be adjourned or postponed in order to permit further solicitation of proxies.
The accompanying proxy statement for the Annual Meeting (the “proxy statement”) contains important information about the Annual Meeting and each of the proposals. Whether or not you plan to attend the Annual Meeting, the Company urges you to read this material carefully and vote your shares.
The Annual Meeting will be held as a virtual meeting via live webcast on the Internet on Tuesday, August 18, 2026, at 12:00 p.m. Eastern Time. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting in person. Shareholders may participate in the Annual Meeting by visiting the following website:www.virtualshareholdermeeting.com/GCTK2026. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the Annual Meeting. However, even if you plan to attend the Annual Meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.
For further information regarding the matters to be acted upon at the Annual Meeting, the Company urges you to carefully read the accompanying proxy statement. If you have questions about these proposals or would like additional copies of the proxy statement, please contact our Chief Executive Officer, via mail at 301 Rte. 17 North, Ste. 800, Rutherford, NJ 07070 or via telephone at (201) 842-7715.
The accompanying proxy statement is dated July 17, 2026, and is first being mailed to stockholders of the Company on or about July 17, 2026.
Your vote is important. Whether or not you plan to attend the virtual Annual 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 Annual 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.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON TUESDAY, AUGUST 18, 2026: The Company’s Notice of Annual Meeting of Stockholders, proxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available atwww.virtualshareholdermeeting.com/GCTK2026.
By Order of the Board of Directors of
Glucotrack, Inc.
Sincerely,
/s/ Erik Emerson
Erik Emerson
Chief Executive Officer Rutherford, New Jersey July 17, 2026
Proxy Statement
For the Annual Meeting of Stockholders
To Be Held on August 18, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 3 |
| PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON PAY) | 5 |
| CORPORATE GOVERNANCE | 6 |
| PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 13 |
| PROPOSAL 4: APPROVAL OF ONE OR MORE REVERSE STOCK SPLITS (AGGREGATE RATIO UP TO 1-FOR-THIRTY | 15 |
| PROPOSAL 5: APPROVAL OF THE WARRANT INDUCEMENT FOR PURPOSE OF COMPLYING WITH NASDAQ LISTING RULE 5635(D) | 21 |
| AUDIT COMMITTEE REPORT | 23 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 24 |
| OUR EXECUTIVE OFFICERS | 26 |
| EXECUTIVE COMPENSATION | 27 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 33 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 36 |
| STOCKHOLDER PROPOSALS | 42 |
| OTHER MATTERS | 42 |
| CONTACT FOR QUESTIONS AND ASSISTANCE WITH VOTING | 43 |
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Rutherford, New Jersey 07070
(201) 842-7715
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.