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United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 30, 2024
GLUCOTRACK,
INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41141 |
|
98-0668934 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
301
Rte 17 North, Suite 800
Rutherford,
NJ |
|
07070 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: 201-842-7715
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
GCTK |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
July 30, 2024, Glucotrack, Inc. (the “Company”) entered into a convertible promissory note and three warrant agreements (the
“Warrants”) with an investor (the “Holder”), providing for the private placement of a secured convertible promissory
note in the aggregate principal amount of 4,000,000 (the “Note”. The Note is not convertible until and unless approved at
a meeting of the Company’s stockholders (“Stockholder Approval). The Company has agreed to hold such a meeting to seek Stockholder
Approval within 90 days.
The
Note bears simple interest at the rate of eight percent (8%) per annum and is due and payable in cash on the earlier of: (a) the twelve
(12) month anniversary of Note, or (b) the date of closing of a Sale Transaction (defined below) (the “Maturity Date”). Interest
will be computed on the basis of a 365-day year. The Note is secured by a first-priority security interest on all Company assets.
Except
with regard to conversion of the Notes a or a Sale Transaction as discussed below, the Company may not prepay the Notes without the written
consent of the holder. If Stockholder Approval is obtained, the Note (i) is convertible at the discretion of the Holder at a price equal
to the closing price of the Common Stock on the date of conversion and, (ii) if the Closing Price of the Common stock exceeds $5.00 per
share for a period of five (5) consecutive trading days, will automatically convert at a price equal to the five-day (5) VWAP (subject
to adjustment for any stock split, stock dividend, reverse stock split, combination or similar transaction). “VWAP” means
the daily volume weighted average price of the Common Stock.
In
the event of a Sale Transaction on or prior to the Maturity Date, the Company will repay the Holder, at the Holder’s election,
as follows: (a) cash equal to 200% of the Note balance, or (b) transaction consideration in the amount to be received by the Holder in
such Sale Transaction if the Note was converted pursuant to an optional conversion. “Sale Transaction” means a merger or
consolidation of the Company with or into any other entity, or a sale of all or substantially all of the assets of the Company, or any
other transaction or series of related transactions in which the Company’s stockholders immediately prior to such transaction(s)
receive cash, securities or other property in exchange for their shares and, immediately after such transaction(s), own less than 50%
of the equity securities of the surviving corporation or its parent.
Upon
the occurrence of an Event of Default (defined below), a holder may, by written notice to the Company, declare the Note to be due immediately
and payable with respect to the Note balance. An “Event of Default” means (i) failure by the Company to pay the Note balance
on the Maturity Date, (ii) the Company becomes subject to a judgement of more than $50,000, (iii) voluntary bankruptcy, or (iv) involuntary
bankruptcy. Upon the occurrence of an Event of Default specified in clause (iii) above, the Note balance shall automatically and immediately
become due and payable, in all cases without any action on the part of the holder.
Each
Warrant becomes exercisable 12 months after its issuance and has term of 10 years. The Warrants are exercisable for cash only and have
no price-based antidilution. The first Warrant is for 2,133,334 shares at $1.875 per share. The second Warrant is for 1,523,810 shares
at $2.625 per share. The third Warrant is for 1,185,186 shares at $3.375 per share.
As
part of the transaction, the Company agreed to appoint two individuals nominated by the Holder to the Company’s board of directors.
The Holder has not yet nominated any candidates.
The
foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of
the form of Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.02.
The
Notes, the Warrants and any equity securities issuable upon conversion of the Notes or exercise of the Warrants (the “Securities”)
were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance on the
exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption
from registration based in part on representations made by the Holder. Accordingly, the Securities may not be offered or sold in the
United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of
the Securities Act and such applicable state securities laws.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 29, 2024, Shimon Rapp and Andrew Sycoff resigned from the board of directors. Mr. Rapp and Mr. Sycoff’s resignation was not
the result of any dispute or disagreement with the Company or the board of directors on any matter relating to the operations, policies
or practices of the Company.
Item
7.01 Regulation FD Disclosure
On
July 31, 2024, the Company issued a press release (the “Press Release”) regarding the financing. The Press Release is furnished
as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The
information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing with the Securities and Exchange
Commission, except as expressly set forth by specific reference in such a filing.
Item
9.01. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Glucotrack,
Inc. |
| |
|
|
| Date:
July 31, 2024 |
By: |
/s/
Paul Goode |
| |
Name: |
Paul
Goode |
| |
Title: |
Chief
Executive Officer |
Exhibit
10.1
NEITHER
THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS.
SECURED
CONVERTIBLE PROMISSORY NOTE
| $4,000,000.00 |
|
July 30, 2024 |
For
value received Glucotrack, Inc., a Delaware corporation (the “Company”),
promises to pay to _______________ or their successors or assigns (“Holder”) the principal sum of US $4,000,000.00
(the “Principal Amount”) with simple interest on the outstanding principal amount at the rate of eight percent (8%)
per annum. The Note Balance (to the extent not converted in accordance with the terms of this Note) shall be due and payable twelve (12)
months from the date of issuance of this Note (the “Maturity Date”). Interest will commence on the date hereof and
will continue on the outstanding principal until paid in full or otherwise converted pursuant to the terms set forth herein. All interest
on the Principal Amount will accrue and, unless converted earlier as set forth below, be due and payable on the Maturity Date. Interest
will be computed on the basis of a 365-day year.
1. Instrument.
This Convertible Promissory Note (the “Note”) is issued pursuant to the Note and Warrant Purchase Agreement, dated
on or about the date hereof (the “Purchase Agreement”) between the Company and the Holder. Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
2. Definitions.
(a) “Collateral”
means whether now existing or hereafter arising, all of the Company’s right, title and interest, in and to, (i) all fixtures (as
defined in the UCC) and equipment (as defined in the UCC), (ii) all Intellectual Property, (iii) all other tangible or intangible assets
and (iv) all proceeds of the foregoing.
(b) “Common
Stock” means the Company’s common stock, par value $0.001 per share.
(c) “Intellectual
Property” means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements
thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part,
revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and corporate
names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith,
and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications,
registrations, and renewals in connection therewith, (d) all trade secrets and confidential business information (including ideas, research
and development, know- how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings,
specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (e) all computer
software (including data and related documentation), (f) all other proprietary rights, and (g) all copies and tangible embodiments thereof
(in whatever form or medium).
(d) “Note
Balance” means at any particular time the then outstanding principal balance and any accrued but unpaid interest on this Note.
(e) “Sale
Transaction” means a merger or consolidation of the Company with or into any other entity, or a sale of all or substantially
all of the assets of the Company, or any other transaction or series of related transactions in which the Company’s stockholders
immediately prior to such transaction(s) receive cash, securities or other property in exchange for their shares and, immediately after
such transaction(s), own less than 50% of the equity securities of the surviving corporation or its parent.
(f) “Securities
Act” means the Securities Act of 1933, as amended.
3. Prepayment;
Notes Pari Passu; Applicable of Payments. Except with regard to conversion of this Note in accordance with Section 5 below, the Company
may not prepay this Note without the written consent of the Holder. Upon payment in full of the Note Balance hereunder, this Note must
be surrendered to the Company for cancellation.
4. Seniority;
Security.
4.1 Seniority.
The Note Balance and all other obligations of the Company of any kind whatsoever under or in respect of this Note (the “Senior
Obligations”) constitute unsubordinated obligations of the Company, and except for any obligations which have priority under
applicable law, rank senior in right of payment to all other indebtedness of the Company and are senior and preferred in right of payment
to all equity securities of the Company, in each case, outstanding as of the date of this Note.
4.2 Security.
This Note, as that term is used in the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State
of Delaware (the “UCC”) and the Company hereby grants to the Holder, in order to secure the payment and performance
of any and all existing and future obligations and liabilities of the Company owed to Holder, including, without limitation, all existing
advances and future advances and the Company’s obligations under this Note, a first lien and continuing security interest in and
to the Collateral, whether now owned or hereafter acquired by the Company, wherever located, and whether now or hereafter existing or
arising (terms used in this Section 4.2 shall have the meaning provided in the UCC; provided, however, that in the event that, by reason
of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed
by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of Delaware, the term “UCC”
shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof
relating to such perfection, priority or remedies).
4.3 Cooperation.
The Company will, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Holder from time to time such confirmatory
assignments, conveyances, financing statements, powers of attorney, certificates and other assurances or instruments and take such further
steps relating to the Collateral and other property or rights covered by the interests hereby granted, which the Holder, upon written
discretion, deems reasonably appropriate or advisable to perfect, preserve or protect its security interest in the Collateral. Without
limiting the foregoing, the Company hereby authorizes the Holder to file any such financing statements as the Holder shall determine
to be necessary or advisable to perfect the security interest granted hereunder, without the signature of the Company.
4.4 Remedies.
In addition to all other rights, options, and remedies granted to the Holder under this Note, upon the occurrence and during the continuation
of an Event of Default, the Holder may exercise all other rights granted to it under this Note and all rights under the UCC in effect
in the applicable jurisdiction(s) and under any other applicable law, including the right to take possession of, send notices regarding,
and collect directly the Collateral, with or without judicial process, and to exercise all rights and remedies available to the Holder
with respect to the Collateral under the UCC in effect in the applicable jurisdiction(s)
5. Conversion.
5.1 Stockholder
Approval. The Note shall not be convertible unless and until the Company obtains such approval as may be required by the applicable
rules and regulations of the Principal Market Rules (or the applicable rules and regulations of any successor entity) from the stockholders
of the Company with respect to such conversion (“Stockholder Approval”). The Company shall hold a special meeting
of stockholders on or before the date that is ninety (90) days following the date of the Purchase Agreement. The Company shall use its
reasonable best efforts to obtain such Stockholder Approval. If the Company does not obtain Stockholder Approval at the first meeting,
the Company shall call a meeting as often as reasonably practicable thereafter to seek Stockholder Approval until the Stockholder Approval
is obtained.
5.2 Conversion
at Option of Holder. Once Stockholder Approval is obtained, this Note shall be convertible at any time into Common Stock at the price
equal to the closing price of the Common Stock on the Nasdaq Stock Market, or other Trading Market if not listed on Nasdaq, (the “Closing
Price”) on the date of conversion.
5.3 Mandatory
Conversion. Once Stockholder Approval is obtained, if the Closing Price of the Common stock exceeds $5.00 per share for a period
of five (5) consecutive trading days, the Note will automatically convert at a price equal to the five-day (5) VWAP (subject to adjustment
for any stock split, stock dividend, reverse stock split, combination or similar transaction) (the “Mandatory Conversion”).
5.4 Sale
Transaction. In the event of a Sale Transaction on or prior to the Maturity Date, the Company will repay the Holder, at the Holder’s
election, as follows: (a) cash equal to 200% of the Note Balance, or (b) transaction consideration in the amount to be received by the
Holder in such Sale Transaction if the Note was converted pursuant to an optional conversion as described in Section 5.2.
5.5 Effect
of Conversion. The Company will not issue fractional shares of equity securities but will round the amount of any fractional shares
otherwise issuable upon conversion of this Note up to the nearest whole share. Upon conversion of this Note pursuant to this Section
5, the applicable Note Balance will be converted without any further action by the Holder. The Company will, within one business day,
issue the securities to which the Holder will be entitled. The Holder will be treated for all purposes as the record holder of such securities
on such date.
6. Events
of Default. Each of the following will be deemed to constitute an “Event of Default” hereunder:
(a) Failure
to Pay. The Company fails to pay the Note Balance on the Maturity Date;
(b) Subject
to Judgment. The Company becomes subject to a judgment of more than $50,000.00;
(c) Voluntary
Bankruptcy or Insolvency Proceedings. The Company (i) applies for or consents to the appointment of a receiver, trustee, liquidator
or custodian of itself or of all or a substantial part of its property, or voluntarily terminate operations, (ii) makes a general assignment
for the benefit of any of its creditors, (iii) is dissolved or liquidated in full or in part, (iv) commences a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or consents to any such relief or to the appointment of or taking possession of its property
by any official in an involuntary case or other proceeding commenced against it, (v) admits in writing its inability to pay debts as
the debts become due, or (vi) takes any action for the purpose of effecting any of the foregoing;
(d) Involuntary
Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the
Company of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization
or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter
in effect are commenced and an order for relief entered, or such case or proceeding is not dismissed or discharged within 20 days of
commencement;
(d) Performance
under Note. The Company defaults in the due observance or performance of any covenant, representation, warranty, condition or
agreement on the part of the Company to be observed or performed pursuant to the terms hereof, and such default is not remedied or waived
within 30 calendar days after the Company receives written notice of such default;
7. Remedies.
Upon the occurrence of an Event of Default, at the option and upon the written declaration of the Holder (or automatically without such
declaration if an Event of Default set forth in Section 6(d) occurs), the entire Note Balance will, without presentment, demand, protest,
or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and such Holder may, immediately and without
expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise any and all other remedies
granted to it at law, in equity or otherwise.
8. Governing
Law. The terms of this Note are governed by and construed in accordance with the laws of the State of Delaware.
9. Time
of Essence. Time is of the essence with respect to all of the Company’s obligations and agreements under this Note.
10. Successor
and Assigns. This Note and all provisions, conditions, promises and covenants hereof are binding in accordance with the terms hereof
upon the Company, its successors and assigns. The obligations of the Company set forth herein will not be assignable by the Company without
Holder’s prior written consent.
11. Collection
Expenses. The Company further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable
attorneys’ fees, incurred by the Holder in endeavoring to collect any amounts payable hereunder which are not paid when due.
12. Waiver.
The Company hereby waives presentment, protest, demand for payment, notice of dishonor, and any and all other notices or demands in connection
with the delivery, acceptance, performance, default, or enforcement of this Note.
13. Entire
Agreement. This Note contains the entire understanding of the Company and the Holder with respect to the subject matter hereof and
thereof and expressly supersede any and all prior agreements and understandings among them with respect to such subject matter. All pronouns
contained herein, and any variations thereof, are deemed to refer to the masculine, feminine or neutral, singular or plural, as to the
identity of the parties hereto may require.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the Company and the Holder have caused this Note to be executed and issued as a sealed instrument as of the date
and year first written above.
| |
GLUCOTRACK,
INC. |
| |
|
|
| |
By:
|
|
| |
Name:
|
Paul
Goode |
| |
Title:
|
Chief
Executive Officer |
[Signature
Page to Secured Convertible Promissory Note]
Exhibit
10.2
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE
STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND
IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.
GLUCOTRACK,
INC.
COMMON
STOCK PURCHASE WARRANT
This
Common Stock Purchase Warrant (the “Warrant”) is issued as of the ___ day of July 2024, by GLUCOTRACK, Inc., a Delaware
corporation (the “Company”), to ____________________ (the “Holder”).
1.
Issuance of Warrant; Term; Price.
1.1.
Issuance. Concurrently herewith, the Holder is purchasing a convertible promissory note (the “Note”) pursuant
to the terms of that certain Note and Warrant Purchase Agreement dated as of July 30, 2024, by and among the Company, the Holder and
the other purchasers party thereto (the “Purchase Agreement”). In consideration of Holder’s agreement to purchase
the Note, the Company hereby grants to Holder the right to purchase [________________] shares of the Company’s Common Stock, $0.001
par value per share (the “Common Stock”). The shares of Common Stock or other securities for which this Warrant may
be exercisable from time to time shall be referred to herein as the “Warrant Stock.” The shares of Warrant Stock issuable
upon exercise of this Warrant are hereinafter referred to as the “Shares.” This Warrant is one of a series of Warrants
(the “Common Warrants”) issued by the Company pursuant to the Purchase Agreement.
1.2
Term. This Warrant shall become exercisable on the date twelve months from its issuance and terminate on July 30, 2034 (the “Termination
Date”).
1.3
Exercise Price. Subject to adjustment as hereinafter provided, the exercise price (the “Warrant Price”) per
share for which all or any of the Shares may be purchased pursuant to the terms of this Warrant shall be equal to $[_____].
2.
Adjustment of Warrant Price, Number and Kind of Shares. The Warrant Price and the number and kind of Shares issuable upon the
exercise of this Warrant shall be subject to adjustment from time to time as follows.
2.1.
Dividends in Stock Adjustment. In case at any time or from time to time on or after the date on which this Warrant is exercisable
for Warrant Stock and while this Warrant is outstanding and unexpired, the holders of the Warrant Stock of the Company (or any shares
of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record
date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or
additional securities or other property (other than cash) of the Company by way of dividend or distribution, then and in each case, the
holder of this Warrant shall, upon the exercise hereof, be entitled to receive, in addition to the number of shares of Warrant Stock
receivable thereupon, and without payment of any additional consideration therefor, the amount of such other or additional securities
or other property (other than cash) of the Company which such holder would have been entitled to receive if it had exercised this Warrant
on the date hereof and thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares
and/or all other additional securities or other property receivable by it as aforesaid during such period, giving effect to all adjustments
called for during such period by this Section 2.
2.2.
Reclassification or Reorganization Adjustment. In case of any changes in the class or kind of securities issuable upon exercise
of this Warrant or any reclassification or change of the outstanding securities of the Company or of any merger, consolidation or reorganization
of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant)
on or after the date hereof, then the holder of this Warrant, upon the exercise hereof at any time after the consummation of such reclassification,
change, merger, consolidation or reorganization, shall be entitled to receive, in lieu of the stock or other securities and property
receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such holder would
have been entitled upon such consummation if such holder had exercised this Warrant immediately prior thereto, and the Warrant Price
therefore shall be appropriately adjusted, all subject to further adjustment as provided in this Section 2.
2.3.
Stock Splits and Reverse Stock Splits. If at any time on or after the date hereof the Company shall split, subdivide or otherwise
change its outstanding shares of any securities receivable upon exercise of this Warrant into a greater number of shares, the Warrant
Price in effect immediately prior to such subdivision shall thereby be proportionately reduced and the number of shares receivable upon
exercise of this Warrant shall thereby be proportionately increased; and, conversely, if at any time on or after the date hereof the
outstanding number of shares of any securities receivable upon exercise of this Warrant shall be combined into a smaller number of shares,
the Warrant Price in effect immediately prior to such combination shall thereby be proportionately increased and the number of shares
receivable upon exercise of this Warrant shall thereby be proportionately decreased, all subject to further adjustment as provided in
this Section 2.
2.4
Other Impairment. The Company will not, by amendment of its Certificate of Incorporation or Bylaws or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of
all such terms and conditions and in the taking of all such action as may be necessary or appropriate in order to protect the rights
of the Holder against impairment.
3.
No Fractional Shares. No fractional shares of Warrant Stock will be issued in connection with any exercise hereunder. In lieu
of any fractional shares that would otherwise be issuable, the Company shall round up one share.
4.
No Stockholder Rights. This Warrant as such shall not entitle its holder to any of the rights of a stockholder of the Company
until the holder has exercised this Warrant in accordance with Section 6 hereof.
5.
Reservation of Stock. The Company covenants that during the period this Warrant is exercisable, the Company will reserve from
its authorized and unissued Warrant Stock a sufficient number of shares to provide for the issuance of Warrant Stock upon the exercise
of this Warrant. The Company agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Warrant Stock upon the exercise
of this Warrant.
6.
Exercise of Warrant. This Warrant may be exercised by Holder by the surrender of this Warrant at the principal office of the Company,
accompanied by payment in full of the purchase price of the shares purchased thereby, as described above. This Warrant shall be deemed
to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the
person or entity entitled to receive the shares or other securities issuable upon such exercise shall be treated for all purposes as
the holder of such shares of record as of the close of business on such date. As promptly as practicable, the Company shall issue and
deliver to the person or entity entitled to receive the same the full shares of Warrant Stock issuable upon such exercise. The shares
of Warrant Stock issuable upon exercise hereof shall, upon their issuance, be fully paid and nonassessable. If this Warrant shall be
exercised in part only, the Company shall, at the time of delivery of the certificate representing the Shares or other securities in
respect of which this Warrant has been exercised, deliver to the Holder a new Warrant evidencing the right to purchase the remaining
Shares or other securities purchasable under this Warrant, which new warrant shall, in all other respects, be identical to this Warrant.
7.
Sale Prior to Exercisability. If, during the time while this Warrant is not yet exercisable, the Company completes or enters into
an agreement to complete a merger or consolidation of the Company with or into any other entity, or a sale of all or substantially all
of the assets of the Company, or any other transaction or series of related transactions in which the Company’s stockholders immediately
prior to such transaction(s) receive cash, securities or other property in exchange for their shares and, immediately after such transaction(s),
own less than 50% of the equity securities of the surviving corporation or its parent. (each a “Sale Transaction”),
then immediately prior to such Sale Transaction, the Company will purchase this Warrant in cash or stock for its Black Scholes Value.
“Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from
the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the Sale
Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal
to the time between the date of the public announcement of the Sale Transaction and the Termination Date, (B) an expected volatility
equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the trading day immediately
following the public announcement of the Sale Transaction, (C) the underlying price per share used in such calculation shall be the sum
of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Sale
Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the Sale Transaction and
the Termination Date.
8.
Certificate of Adjustment. Whenever the Warrant Price or number or type of securities issuable upon exercise of this Warrant is
adjusted, as herein provided, the Company shall promptly deliver to the record holder of this Warrant a certificate of an officer of
the Company setting forth the nature of such adjustment and a brief statement of the facts requiring such adjustment.
9.
Replacement of Warrants. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of the Warrant, and in the case of any such loss, theft or destruction of the Warrant, on delivery of an indemnity agreement
or security reasonably satisfactory in form and amount to the Company, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of the Warrant if mutilated, the Company will execute and deliver, in lieu thereof, a new
Warrant of like tenor.
11.
Miscellaneous. This Warrant shall be governed by the laws of the State of Delaware, without regard to the conflict of laws provisions
thereof. The headings in this Warrant are for purposes of convenience of reference only, and shall not be deemed to constitute a part
hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other
provisions. All notices and other communications from the Company to the holder of this Warrant shall be given in writing and shall be
deemed effectively given as provided in the Purchase Agreement.
12.
Amendment; Waiver. Any term of this Warrant may be amended, and any provision hereof waived, with the written consent of the Company
and the Holder.
[THE
NEXT PAGE IS THE SIGNATURE PAGE]
IN
WITNESS WHEREOF, the undersigned officer of the Company has set his hand as of the date first above written.
| |
GLUCOTRACK,
INC. |
| |
|
| |
|
| |
Paul
Goode, Chief Executive Officer |
[Signature
Page to Common Stock Purchase Warrant]
Exhibit
99.1
GLUCOTRACK
ANNOUNCES NEW FUNDING FOR DEVELOPMENT OF ITS CONTINUOUS BLOOD GLUCOSE MONITOR
Rutherford,
NJ, July 31, 2024 (GLOBE NEWSWIRE) – Glucotrack, Inc. (Nasdaq: GCTK) (“Glucotrack” or the “Company”), a
medical technology company focused on the design, development, and commercialization of novel technologies for people with diabetes,
today announced that it has secured $4M in funding from its leading shareholder to support the upcoming First in Human clinical trial.
“This
year, we have made significant progress in the development of our groundbreaking Continuous Blood Glucose Monitor (CBGM) technology.
This funding, by long-standing investor John Ballantyne, provides increased financial flexibility for the Company as we embark on human
clinical trials for this less burdensome approach to glucose monitoring,” said CEO Paul V. Goode, PhD.
“Since
my initial investment, the Company has undergone a significant evolution in its technology and focus. This has accelerated development
of the innovative CBGM which has the potential to be disruptive in a large and growing diabetes market. I remain confident that the Company
and its leadership team are well positioned to deliver strong clinical value to the diabetes community and meaningful value to the shareholder
community,” said John Ballantyne.
For
more information about Glucotrack’s CBGM, visit glucotrack.com.
#
# #
About
Glucotrack, Inc.
Glucotrack,
Inc. (NASDAQ: GCTK) is focused on the design, development, and commercialization of novel technologies for people with diabetes. The
Company is currently developing a long-term implantable continuous blood glucose monitoring system for people living with diabetes.
Glucotrack’s
CBGM is a long-term, implantable system that continually measures blood glucose levels with a sensor longevity of 2+ years, no on-body
wearable component and with minimal calibration. For
more information, please visit http://www.glucotrack.com.
Forward-Looking
Statements
This
news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements
contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting
the generality of the foregoing, words such as “believe”, “expect”, “plan” and “will”
are intended to identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well
as assumptions made by, and information currently available to, management. These statements relate only to events as of the date on
which the statements are made, and Glucotrack undertakes no obligation to publicly update any forward-looking statements, whether as
a result of new information, future events or otherwise, except as required by law. All of the forward-looking statements made in this
press release are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated by Glucotrack
will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business
or operations. Readers are cautioned that certain important factors may affect Glucotrack’s actual results and could cause such
results to differ materially from any forward-looking statements that may be made in this news release. Factors that may affect Glucotrack’s
results include, but are not limited to, the ability of Glucotrack to raise additional capital to finance its operations (whether through
public or private equity offerings, debt financings, strategic collaborations or otherwise); risks relating to the receipt (and timing)
of regulatory approvals (including U.S. Food and Drug Administration approval); risks relating to enrollment of patients in, and the
conduct of, clinical trials; risks relating to Glucotrack’s future distribution agreements; risks relating to its ability to hire
and retain qualified personnel, including sales and distribution personnel; and the additional risk factors described in Glucotrack’s
filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year
ended December 31, 2023 as filed with the SEC on March 28, 2024.
Contacts:
Investor
Relations:
investors@glucotrack.com
Media:
GlucotrackPR@icrinc.com
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