Glucotrack, Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
GCTK$1.39-32.2%Stored close · as of Oct 29, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Annual Report
(1) All financial statements
| Report of Independent Registered Public Accounting Firm* | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | F-4 |
| Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022 | F-5 |
| Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024, 2023, and 2022 | F-6 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
- Fahn Kanne & Co., PCAOB Firm ID No. 1375
(2) Financial Statement Schedules
All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto contained in this Annual Report.
(3) Exhibits required by Item 601 of Regulation S-K
The following documents are filed as exhibits to this registration statement:
| Exhibit Number | Description of Exhibit |
| 2.1 | Merger Agreement and Plan of Reorganization, dated as of May 25, 2010, by and among Integrity Applications, Inc., Integrity Acquisition Ltd. and A.D. Integrity Applications Ltd. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc. on August 22, 2011) |
| 3.1 | Certificate of Incorporation of Integrity Applications, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc. on August 22, 2011) |
| 3.2 | Certificate of Amendment to Certificate of Incorporation of Integrity Applications, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc. on August 22, 2011) |
| 3.3 | Bylaws of Integrity Applications, Inc. (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc. on August 22, 2011) |
| 3.4 | Certificate of Amendment to Certificate of Incorporation of Integrity Applications, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Integrity Applications, Inc. on April 23, 2020) |
| 3.5 | Amendments to The Company’s Certificate of Incorporation (incorporated by reference to Exhibit 3.5 to the Annual Report on Form 10-K filed by Glucotrack, Inc. on March 28, 2024) |
| 3.6 | First Amendment to Bylaws dated June 14, 2024 (incorporated by reference to Exhibit 3.01 to the Current Report on Form 8-K filed by Glucotrack, Inc. on June 20, 2024) |
| 3.7 | Certificate of Amendment to Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on May 17, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on May 20, 2024) |
| 3.8 | Certificate of Amendment of Certificate of Incorporation of Glucotrack, Inc., dated January 3, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on January 7, 2025) |
| 3.9 | Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on February 3, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on February 4, 2025) |
| 4.1* | Description of Registrant’s Securities |
| 4.2 | Specimen Certificate Evidencing Shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc. on August 22, 2011) |
| 4.3 | Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on July 1, 2024) |
| 4.4 | Form of Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Glucotrack, Inc. on July 31, 2024) |
| 4.5 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Glucotrack, Inc. on November 14, 2024) |
| 4.6 | Form of Series A Common Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on November 14, 2024) |
| 4.7 | Form of Series B Common Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Glucotrack, Inc. on November 14, 2024) |
| 10.1+ | Integrity Applications, Inc. 2010 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc. on August 22, 2011) |
| 10.2+ | Amendment No. 1 to Integrity Applications, Inc. 2010 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Integrity Applications, Inc. on March 23, 2016) |
| 10.3+ | Amendment No. 2 to Integrity Applications, Inc. 2010 Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Integrity Applications, Inc. on April 13, 2017) |
| 10.4+ | Form of Stock Option Agreement (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc. on August 22, 2011) |
| 10.5+ | Form of Stock Option Agreement (ESOP) (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc. on August 22, 2011) |
| 10.6 | Letter of Approval, addressed to Integrity Applications Ltd. from the Ministry of Industry, Trade and Employment of the State of Israel (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc. on November 10, 2011) |
| 10.7 | Letter of Undertaking, addressed to the Ministry of Industry, Trade and Employment of the State of Israel - Office of the Chief Scientist from Integrity Applications Ltd. (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc. on November 10, 2011) |
| 10.8+ | Consulting Agreement, dated October 11, 2023, by and between GlucoTrack, Inc. and James S. Cardwell (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on October 12, 2024) |
| 10.9† | Form of Exchange Agreement, dated February 13, 2024, by and among GlucoTrack, Inc. and certain holders thereof (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on February 16, 2024) |
| 10.10+ | Employment Agreement, dated October 19, 2021, by and between Integrity Applications, Inc. and Paul V. Goode (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Integrity Applications, Inc. on October 25, 2021) |
| 10.11+ | Employment Agreement, dated January 29, 2025, by and between Glucotrack, Inc. and Peter Wulff (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on January 29, 2025) |
| 10.12 | Form of Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on July 1, 2024) |
| 10.13 | Form of Promissory Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Glucotrack, Inc. on July 1, 2024) |
| 10.14 | Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on July 22, 2024) |
| 10.15 | Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on July 31, 2024) |
| 10.16 | Placement Agent Agreement, dated November 13, 2024, between the Company and Dawson James Securities, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on November 14, 2024) |
| 10.17 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Glucotrack, Inc. on November 14, 2024) |
| 10.18+ | Glucotrack, Inc. 2024 Equity Incentive Plan (incorporated by reference to Appendix A of Glucotrack, Inc.’s DEF 14A filed with the Commission on April 1, 2024) |
| 10.19 | Form of Lock-up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Glucotrack, Inc. on November 14, 2024) |
| 10.20 | Securities Purchase Agreement, dated November 13, 2024, by and between the Company and John A. Ballantyne Revocable Trust DTD 8/1/2017 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Glucotrack, Inc. on November 14, 2024) |
| 10.21 | Form of Support Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on November 18, 2024) |
| 10.22 | At-the-Market Sales Agreement, dated December 17, 2024, by and between Glucotrack, Inc. and Dawson James Securities, Inc. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by Glucotrack, Inc. on December 17, 2024) |
| 19.1 | Insider Trading Policies and Procedures, adopted March 22, 2024 (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K filed by Glucotrack, Inc. on March 28, 2024) |
| 21.1* | Subsidiaries of the Registrant |
| 23.1* | Consent of Fahn Kanne & Co., an Independent Public Accounting Firm |
| 97.1 | Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023 (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by Glucotrack, Inc. on March 28, 2024) |
| 31.1* | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 |
| 99.1* | Code of Ethics |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
- Denotes a management contract or compensatory plan or arrangement.
- Filed or furnished herewith
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
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