Glucotrack, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fahn Kanne & Co.

Head Office

32 Hamasger Street

Tel-Aviv 6721118, ISRAEL

PO Box 36172, 6136101

T +972 3 7106666

F +972 3 7106660

www.gtfk.co.il

Report of Independent Registered Public Accounting Firm

Board of Directors and the Stockholders of

GLUCOTRACK INC.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Glucotrack Inc. a Delaware corporation (the “Company”) as of December 31, 2024, and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1B to the consolidated financial statements, the Company has incurred operating losses and negative cash flows from its operations and comprehensive loss since its inception and as of December 31, 2024, there is an accumulated deficit of $132,450. These conditions, along with other matters as set forth in Note 1B, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1B. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The accounting and valuation of warrant derivative liability

As described further in Notes 4F, 4G and 4J to the consolidated financial statements, the Series A warrants, and Series B warrants issued by the Company in November 2024, as part of a package issuance (hereinafter – “the Warrants”), include certain features that management has determined to preclude such financial instruments from being considered as indexed to the company’s own stock and accordingly, the Warrants are accounted for as warrant derivative liability. In evaluating whether the Warrants are deemed indexed to the company’s own equity, the management used the assistance of a third-party accounting expert. The Warrants were recognized upon initial recognition and on each reporting date at fair value with changes in fair value reported in earnings. As the Warrants are not traded on a public exchange, the Company is required to estimate their fair value based on a valuation technique.

Upon initial recognition and at each reporting date, management, with the assistance of a third-party appraiser, performs a fair value measurement using option pricing model with inputs that include the exercise price, share prices risk-free interest rates, term to expiration and volatility. Because certain inputs used to determine the fair value of option contracts are unobservable (principally implied volatility) and require the management to use Judgments and assumptions, the Company has categorized the warrant derivative liability as Level 3 fair value measure.

On December 31, 2024, the fair value of the Company’s warrant derivative liability was $17,421 thousands and, in the year, ended December 31, 2024, the company recognized loss from changes in fair value in earnings in the amount of $798 thousands.

We identified the accounting and the valuation of the Warrants as a critical audit matter. The principal considerations for our determination that the accounting and the valuation of the Warrants is a critical audit matter are due to the high degree of auditor judgment, effort and subjectivity in performing procedures and evaluating management’s accounting analysis and the estimates and assumptions. Given the complexity of the accounting of financial instruments involved, the subjective nature and judgment applied by management, auditing these accounting treatment and estimates required a high degree of auditor judgment and an increased extent of effort including the use of specialists.

Our audit procedures related to the accounting and the valuation of the warrant derivative liability included the following, among others. We evaluated the appropriateness of the option pricing model; tested the completeness, accuracy and relevance of underlying data used in the model; and evaluated the reasonableness of significant assumptions used by management, including mainly implied volatility. Our evaluation involved evaluating whether the assumptions used by management were reasonable. We utilized a valuation specialist and an accounting expert to assess the accounting analysis and the appropriateness of the option pricing model used by the company and to assist us with testing the assumptions in the model.

Going Concern

As described further in Note 1B to the consolidated financial statements, the Company has not yet generated significant revenues from its previous product and the development and commercialization of its current product is expected to require substantial additional expenditures. Thus, it was determined by Company’s management that the Company is dependent upon external sources for financing its operations. As of December 31, 2024, the Company has incurred an accumulated deficit of $132,450. Furthermore, the Company has generated recurring operating losses and negative operating cash flow. As of December 31, 2024, the remaining balance of cash was determined by the Company’s management as insufficient for the Company to realize its business plans for the twelve-month period subsequent to the reporting period. Accordingly, the Company’s management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company plans to finance its operations through the sale of equity and/or debt securities. However, Company’s management has concluded that such plans do not alleviate the substantial doubt regarding to the Company’s ability to continue as a going concern as it was determined by management that there can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenues from sales of its current product in order to continue its operations as a going concern.

We identified the assessment of the Company’s ability to continue as a going concern as a critical audit matter. The principal considerations for our determination are due to significant judgment required by management when assessing the Company’s ability to continue as a going concern, taking into consideration management plans, the Company’s available funds, the ability of the Company to generate revenues from sales of its current product and the risk of bias in management’s judgments and assumptions in their determination.

Our audit procedures related to this matter included the following, among others. We reviewed and evaluated management’s plans for dealing with the adverse effect of these conditions and events. We inquired Company management and reviewed the company records to assess whether there are additional factors that might contribute to the uncertainties disclosed. We evaluated the reasonableness of significant assumptions used by management in its determination. We assessed whether the Company’s determination that there is substantial doubt about its ability to continue as a going concern was adequately disclosed.

/s/ FAHN KANNE & CO. GRANT THORNTON ISRAEL

Certified Public Accountants (Isr.)

We have served as the Company’s auditor since 2010.

Tel-Aviv, Israel

March 31, 2025