Glucotrack, Inc.

For the period ended Aug 10, 2026. Filed Aug 10, 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.

Aug 10, 2026 · Filed Aug 10, 2026

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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 DEF 14A

**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 Friday, September 11, 2026

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, September 11, 2026, at 12:00 p.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 of the Company (the “Common Stock”), including the shares issuable under the ELOC Purchase Agreement (as defined below) (the “Purchase Shares”), the commitment shares issuable thereunder (the “Commitment Shares”), and the shares issuable upon exercise of the commitment warrant issued in connection therewith (the “Commitment Warrant”), to White Lion Capital, LLC (the “Investor”), pursuant to that certain Common Stock Purchase Agreement, dated July 14, 2026, by and between the Company and the Investor (the “ELOC Purchase Agreement”), which shares may represent more than 20% of the Company’s issued and outstanding Common Stock as of the date of the ELOC Purchase Agreement (the “Nasdaq Stock Issuance (ELOC) Proposal” or “Proposal 1”);
2.	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common Stock issuable upon conversion of the senior secured convertible promissory notes (including the follow-on bridge notes issued on August 4, 2026, the “Bridge Notes”) and exercise of the common stock purchase warrants (including the follow-on bridge warrants issued on August 4, 2026, the “Bridge Warrants” and, together with the Bridge Notes, the “Bridge Securities”) issued to certain investors (the “Bridge Investors”) pursuant to that certain securities purchase agreement, dated July 14, 2026, by and between the Company and the Bridge Investors, as supplemented by a joinder dated August 4, 2026 (the “Purchase Agreement”) (such transactions, the “Bridge Financing”), which shares may represent more than 20% of the Company’s issued and outstanding Common Stock as of the date of the Purchase Agreement (the “Nasdaq Stock Issuance (Bridge Financing) Proposal” or “Proposal 2”);
3.	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 Proposals 1 or 2, or to constitute a quorum at the Special Meeting (the “Adjournment Proposal” or “Proposal 3”); and
4.	To transact such other business as may properly come before the Special Meeting.

**The Board of Directors unanimously recommends that stockholders vote “FOR” Proposals 1, 2, and if presented, Proposal 3.**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 August 5, 2026, 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 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 August 10, 2026, and is being distributed or made available to stockholders on or about that date.

The Special Meeting will be held exclusively online atwww.virtualshareholdermeeting.com/GCTK2026SM2. At this website, you may attend the meeting, vote your shares electronically, and submit questions by entering the 16-digit control number from your proxy card. We recommend logging in at least 15 minutes before the meeting begins.

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/ Erik Emerson

Erik Emerson

Chief Executive Officer

Rutherford, New Jersey

August 10, 2026

TABLE OF CONTENTS

	Page
PROXY STATEMENT	1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	7
PROPOSAL 1: NASDAQ STOCK ISSUANCE (ELOC) PROPOSAL	9
PROPOSAL 2: NASDAQ STOCK ISSUANCE (BRIDGE FINANCING) PROPOSAL	12
PROPOSAL 3: ADJOURNMENT PROPOSAL	14
HOUSEHOLDING MATTERS	15
STOCKHOLDER PROPOSALS	15

GLUCOTRACK, INC.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.