Glucotrack, Inc.
For the period ended Dec 31, 2024. Filed Apr 28, 2025.
View on SEC.govAbout this filing
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.
Dec 31, 2024 · Filed Apr 28, 2025
Contents
Cover page
Show cover page
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 MAY 22, 2025
To the Stockholders of Glucotrack, Inc:
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Glucotrack, Inc., a Delaware corporation (the “Company”), will be held on Thursday, May 22, 2025 at 12:00 p.m., Eastern Time, atwww.virtualshareholdermeeting.com/GCTK2025, for the following purposes:
| 1. | the election of five directors, each to serve until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified (Proposal 1); |
| 2. | the ratification of the previous appointment of Fahn Kanne & Co. Grant Thornton Israel as our independent registered public accounting firm for the year ending December 31, 2025 (Proposal 2); |
| 3. | the approval of an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock par value $0.001 per share (“Common Stock”) at a ratio not to exceed one-for-one hundred (Proposal 3); |
| 4. | the approval on an amendment to the Glucotrack, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) to increase the aggregate number of shares of Common Stock available for issuance under the 2024 Plan to 7,500,000 shares of Common Stock (Proposal 4); and |
| 5. | 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 April 21, 2025 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 25,585,853 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 Thursday, May 22, 2025, 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/GCTK2025. 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 Secretary, 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 April 28, 2025, and is first being mailed to stockholders of the Company on or about April 28, 2025.
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 May 22, 2025: 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, 2024 are available atwww.virtualshareholdermeeting.com/GCTK2025.
By Order of the Board of Directors of
Glucotrack, Inc.
Sincerely,
/s/ Paul Goode
Paul Goode
Chief Executive Officer
Rutherford, New Jersey
April 28, 2025
Proxy Statement
For the Annual Meeting of Stockholders
To Be Held on May 22, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT | 3 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 4 |
| CORPORATE GOVERNANCE | 6 |
| PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 13 |
| PROPOSAL 3: APPROVAL OF REVERSE STOCK SPLIT | 14 |
| PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE 2024 PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE 2024 PLAN | 21 |
| AUDIT COMMITTEE REPORT | 28 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 29 |
| OUR EXECUTIVE OFFICERS | 31 |
| EXECUTIVE COMPENSATION | 32 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 37 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 40 |
| STOCKHOLDER PROPOSALS | 45 |
| OTHER MATTERS | 45 |
| CONTACT FOR QUESTIONS AND ASSISTANCE WITH VOTING | 46 |
| Appendix A | A-1 |
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.