Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended June 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ________________ to ________________

Commission File Number: 001-41141

GLUCOTRACK, INC.

(Exact name of registrant as specified in its charter)

Delaware		98-0668934
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

301 Route 17 North, Suite 800 Rutherford, NJ		07070
(Address of principal executive offices)		(Zip Code)

(201) 842-7715

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐		Accelerated filer ☐
	Non-accelerated filer ☒		Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 9, 2024, 5,478,436 shares of the Company’s common stock, par value $0.001 per share, were outstanding.

GLUCOTRACK INC.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION		4
Item 1. Financial Statements.		4
Condensed Consolidated Balance Sheets		4
Condensed Consolidated Statements of Operations and Comprehensive Loss		5
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit)		6
Condensed Consolidated Statements of Cash Flows		7
Notes to Condensed Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		18
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		22
Item 4. Controls and Procedures.		23
PART II - OTHER INFORMATION		24
Item 1. Legal Proceedings		24
Item 1A. Risk Factors		24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits.		26
EXHIBIT INDEX		26
SIGNATURES		26

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements include statements about our expectations, beliefs or intentions regarding our product development efforts, business, financial condition, results of operations, strategies or prospects. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including statements regarding our future activities, events or developments, including such things as future revenues, product development, clinical trials, regulatory approval, market acceptance, responses from competitors, capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strengths, goals, expansion and growth of our business and operations, plans, references to future success, projected performance and trends, and other such matters, are forward-looking statements. The words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “plan,” “may,” “will,” “could,” “would,” “should” and other similar words and phrases or the negative of such terms, are intended to identify forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q are based on certain historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. These statements relate only to events as of the date on which the statements are made and we undertake no obligation to update publicly 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 Quarterly Report on Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by us 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. Whether actual results will conform to our expectations and predictions is subject to a number of risks and uncertainties that may cause actual results to differ materially. Risks and uncertainties, the occurrence of which could adversely affect our business, include the risks identified in our Annual Report on Form 10-K for year ended December 31, 2023, under the caption “Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report unless required by law.

GLUCOTRACK INC.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

GLUCOTRACK INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of US dollars except share data)

	June 30, 2024			December 31, 2023
	Unaudited
ASSETS
Current assets
Cash and cash equivalents		159			4,492
Other current assets		283			376
Total current assets		442			4,868

Operating lease right-of-use asset, net (Note 3C)		71			-
Property and equipment, net		86			27
Restricted cash		9			10
TOTAL ASSETS		608			4,905

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable		2,736			839
Notes payable (Note 3F)		12			-
Operating lease liability, current (Note 3F)		25			-
Other current liabilities		887			673
Total current liabilities		3,660			1,512

Non-current liabilities
Loans from stockholders		191			196
Operating lease liability, non-current (Note 3F)		46			-
Total liabilities		3,897			1,708

Commitments and contingent liabilities (Note 4)		-

Stockholders’ equity
Common Stock of $ 0.001 par value (“Common Stock”):
100,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 5,478,436 and 4,178,274 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		5			4
Common Stock of $ 0.001 par value (“Common Stock”): 100,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 5,501,164 and 4,178,438 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		5			4
Additional paid-in capital		113,903			112,982
Receipts on account of shares		50			48
Accumulated other comprehensive income		22			16
Accumulated deficit		(117,269	)		(109,853	)
Total stockholders’ equity (deficit)		(3,289	)		3,197

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		608			4,905

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

GLUCOTRACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands of US dollars except share data) (unaudited)

	2024			2023			2024			2023
	Six-month period ended June 30,						Three-month period ended June 30,
	2024			2023			2024			2023
Research and development expenses	$	5,737		$	1,269		$	3,589		$	627
Marketing expenses		170			-			100			-
General and administrative expenses		1,535			1,194			802			552
Total operating expenses		7,442			2,463			4,491			1,179

Operating loss		7,442			2,463			4,491			1,179

Finance income, net		(26	)		(1	)		(2	)		(3	)
Net Loss		7,416			2,462			4,489			1,176

Other comprehensive income:
Foreign currency translation adjustment		(6	)		(11	)		-			(6	)
				$						$
Comprehensive loss for the period	$	7,410			2,451		$	4,489			1,170
				$						$
Basic and diluted net loss per common stock	$	1.42			0.66		$	0.82			0.27

Weighted average number of common stock used in computing basic and diluted loss per common stock		5,234,765		$	3,706,510			5,475,748		$	4,312,294

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

GLUCOTRACK INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands of US Dollars except share data) (unaudited)

	Numbers of Shares		Amount		Paid-in Capital			account of shares			Comprehensive Income		Accumulated Deficit			Stockholders’ Equity
	In thousands of US Dollars (except share data)
	Common Stock				Additional			Receipts on account			Accumulated Other					Total Stockholders’
	Numbers of Shares		Amount		Paid-in Capital			of shares			Comprehensive Income		Accumulated Deficit			Equity (Deficit)

Balance as of January 1, 2023		3,099,982	$	3	$	103,107		$	4		$	17	$	(101,901	)	$	1,230
Loss for the period		-		-		-			-			-		(2,462	)		(2,462	)
Other comprehensive income		-		-		-			-			11		-			11
Stock-based compensation		-		-		229						-		-			229
Deemed dividend resulted from trigger of down round protection feature of certain warrants granted		-		-		855			-			-		(855	)		-
Issuance of Common Stock and pre-funded warrants upon completion of public offering, net of offering expenses		1,075,294		1		8,729			-			-		-			8,730
Issuance of shares as compensation to the board of directors		2,998		-(*) -		9			(4	)		-		-			5
Balance as of June 30, 2023		4,178,274	$	4	$	112,929		$	-		$	28	$	(105,218	)	$	7,743

Balance at April 1, 2023		3,100,562	$	3	$	103,168		$	5		$	22	$	(103,187	)	$	11
Loss for the period		-		-		-			-			-		(1,176	)		(1,176	)
Other comprehensive income		-		-		-			-			6		-			6
Stock-based compensation		-		-		172			-			-		-			172
Deemed dividend resulted from trigger of down round protection feature of certain warrants granted		-		-		855			-			-		(855	)		-
Issuance of Common Stock and pre-funded warrants upon completion of public offering, net of offering expenses		1,075,294		1		8,729			-			-		-			8,730
Issuance of restricted shares as compensation towards directors		2,418		-(*) -		5			(5	)		-		-			-
Balance as of June 30, 2023		4,178,274	$	4	$	112,929		$	-		$	28	$	(105,218	)	$	7,743

Balance as of January 1, 2024		4,178,274	$	4	$	112,982		$	48		$	16	$	(109,853	)	$	3,197

Loss for the period		-		-		-			-			-		(7,416	)		(7,416	)
Other comprehensive income		-		-		-			-			6		-			6
Stock-based compensation		-		-		228			-			-		-			228
Issuance of restricted shares as compensation towards directors		86,861		-(*)		126			(48	)		-		-			78
Restricted shares to be issued as compensation towards directors		-		-		-			50			-		-			50
Issuance of Common Stock upon private placement transaction (Note 3D)		79,366		-(*)		500			-			-		-			500
Issuance of restricted shares as payment for a previous achievement of milestone pursuant to purchase agreement (Note 4B)		20,000		-(*)		-			-			-		-			-
Exercise of prefunded warrants into shares (Note 3A)		395,294		-(*)		-			-			-		-			-
Exchange of warrants into shares (Note 3B)		718,641		1		(1	)		-			-		-			-
Issuance of warrants through private placement transaction (Note 3F)		-		-		68			-			-		-			68
Balance as of June 30, 2024		5,478,436	$	5	$	113,903		$	50		$	22	$	(117,269	)	$	(3,289	)

Balance as of April 1, 2024		5,351,110	$	5	$	113,050		$	78		$	22	$	(112,780	)	$	375
Balance		5,351,110	$	5	$	113,050		$	78		$	22	$	(112,780	)	$	375
Loss for the period		-		-		-			-			-		(4,489	)		(4,489	)
Stock-based compensation		-		-		207			-			-		-			207
Issuance of restricted shares as compensation towards directors		47,960		-(*)		78			(78	)		-		-			-
Issuance of Common Stock upon private placement transaction (Note 3D)		79,366		-(*)		500			-			-		-			500
Restricted shares to be issued as compensation towards directors		-		-		-			50			-		-			50
Issuance of warrants through private placement transaction (Note 3F)		-		-		68			-			-		-			68
Balance as of June 30, 2024		5,478,436	$	5	$	113,903		$	50		$	22	$	(117,269	)	$	(3,289	)
Balance		5,478,436	$	5	$	113,903		$	50		$	22	$	(117,269	)	$	(3,289	)

(*)	Represents amount lower than $1.

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

GLUCOTRACK INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of US Dollars) (Unaudited)


	Six-month period ended June 30,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period	$	(7,416	)	$	(2,462	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		12			7
Stock-based compensation		228			229
Issuance of restricted shares as compensation towards directors		128			5
Linkage difference on principal of loans from stockholders		(5	)		6
Changes in assets and liabilities:
Other current assets		93			(104	)
Accounts payable		1,897			173
Other current liabilities		214			(121	)
Net cash used in operating activities		(4,849	)		(2,267	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(71	)		-
Net cash used in investing activities		(71	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes and warrants through private placement transaction (Note 3F)		80			-
Net proceeds received from underwritten U.S. public offering		-			8,730
Proceeds received from private placement transaction (Note 3D)		500			-
Net cash provided by financing activities		580			8,730

Effect of exchange rate changes on cash and cash equivalents, and restricted cash		6			(10	)

Change in cash and cash equivalents, and restricted cash		(4,334	)		6,453

Cash and cash equivalents, and restricted cash at beginning of the period		4,502			2,331

Cash and cash equivalents, and restricted cash, end of period	$	168		$	8,784

Supplemental disclosure of cash flow activities:

(a) Net cash paid during the year for:

Interest	$	32		$	-

(b) Non-cash investment and financing activities:

Deemed dividend upon trigger of down round protection	$	-		$	855

Recognition of right for usage asset against a lease liability (Note 3C)	$	79		$	-

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of US Dollars, except share and per share data)

NOTE 1 - GENERAL

A.	Glucotrack Inc. (the “Company”) was incorporated on May 18, 2010 under the laws of the State of Delaware. The Company is a medical device company, focused on development of an Implantable Continuous Glucose Monitor (CGM) for persons with Type 1 diabetes and insulin-dependent Type 2 diabetes (the “Glucotrack CBGM Product”).

B.	Liquidity and capital resources

	To date, the Company has not yet commercialized the Glucotrack CBGM Product. Further development and commercialization efforts are expected to require substantial additional expenditure. Therefore, the Company is dependent upon external sources for financing its operations. As of June 30, 2024, the Company has incurred accumulated deficit of $117,269. Furthermore, the Company has generated operating losses and negative operating cash flow for all reported periods. As of June 30, 2024, the balance of cash and cash equivalents amounted to $159 together with additional amounts raised subsequent to the balance sheet date amounted to $4,360 thousand are insufficient for the Company to realize its business plans for the twelve-month period subsequent to the reporting period.

	During the year ended December 31, 2023, the Company raised net proceeds of $8,730 through completion of underwritten public offering. In addition, during the period of six month ended June 30, 2024, the Company entered into (i) exchange agreement with certain shareholders under which warrants with down round protection feature have been exchanged into shares of common stock in order to facilitate its equity structure (see also Note 3B), (ii) private placement agreement under which the Company raised proceeds of $500 (see also Note 3D) and (iii) note and warrant agreement under which the Company raised proceeds of $80 (see also Note 3F). In addition, subsequent to the balance sheet date, the Company entered into (i) convertible promissory notes under which the Company raised gross proceeds of $360 (see also Note 5A) and (ii) convertible promissory notes and warrants agreement under which the Company raised gross proceeds of $4,000 (see also Note 5B). The Company plans to finance its operations through the sale of equity and/or debt securities. There can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenues from sales of its Glucotrack CBGM Product in order to continue its operations as a going concern. Management has considered the significance of such conditions in relation to the Company’s ability to meet its current obligations and to achieve its business targets and determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The condensed interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of US Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.	Basis of Presentation

	The accompanying unaudited condensed interim consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, as was filed with the Securities and Exchange Commission (“SEC”) on March 28, 2024. The unaudited condensed interim consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature.

	The results for the period of three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other interim period or for any future period.

Use of Estimates in the Preparation of Financial Statements

The preparation of the condensed interim consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reported periods. Actual results could differ from those estimates. Management believes that there are no critical accounting estimates in these financial statements.

Principles of Consolidation

The condensed interim consolidated financial statements include the accounts of the Company and its subsidiary. Significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired.

E.	Modification of equity-classified contracts

	The modification or exchange of equity-classified contracts, such as warrants that were classified as equity before the modification or exchange and remained eligible for equity classification after the modification, is accounted for in a similar manner to a modification of stock-based compensation. Accordingly, the incremental fair value from the modification or exchange (the change in the fair value of the instrument before and after the modification or exchange) is recognized as a reduction of retained earnings of increase of accumulated deficit as a deemed dividend. Modifications or exchanges that result in a decrease in the fair value of an equity-classified share-based payment awards are not recognized. In addition, the amount of the deemed dividend is also recognized as an adjustment to earnings available to common shareholders for purposes of calculating earnings per share.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of US Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

F.	Warrants

	Certain warrants that were issued to several holders are classified as a component of permanent equity since they are freestanding financial instruments that are legally detachable and separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of Ordinary Shares upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own shares. As such warrants were issued together with financial instruments that are not subsequently measured at fair value and the warrants were measured based on allocation of the proceeds received by the Company in accordance with the relative fair value basis. When applicable, direct issuance expenses that were allocated to certain warrants were deducted from additional paid-in capital.

Leases

The Company applies ASC Topic 842, “Leases” (“ASC 842”) under which the Company determines if an arrangement is a lease at inception. The Company’s assessment is based on: (i) whether the contract involves the use of an identified asset, (ii) whether the Company obtains the right to substantially all of the economic benefits from the use of the asset throughout the period of use, and (iii) whether the Company has the right to direct the use of the asset.

Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (i) the lease transfers ownership of the asset by the end of the lease term, (ii) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (iii) the lease term is for a major part of the remaining useful life of the asset, (iv) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of lease term. A lease is classified as an operating lease if it does not meet any one of these criteria. Since all the Company’s lease contracts for premises do not meet any of the criteria above, the Company concluded that all its lease contracts should be classified as operating leases.

Right of Use (“ROU”) assets and liabilities are recognized on the commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company uses its Incremental Borrowing Rate (“IBR”) based on the information available on the commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Moreover, the ROU asset may also include initial direct costs, which are incremental costs of a lease that would not have been incurred if the lease had not been obtained. The Company uses the long-lived assets impairment guidance in ASC 360-10, “Property, Plant, and Equipment - Overall”, to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize. Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of US Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Basic and diluted loss per share

Basic loss per share is computed by dividing the loss for the period applicable (after considering the effect of deemed dividend related to trigger of down round protection feature) for Common Stockholders by the weighted average number of shares of Common Stock outstanding and shares of Common Stock to be issued upon achievement of performance milestone during the period and upon exercise of pre-funded warrants. In computing, diluted loss per share, basic earnings per share are adjusted to reflect the potential dilution that could occur upon the exercise of options or warrants issued or granted using the “treasury stock method”, if the effect of each of such financial instruments is dilutive. In computing diluted loss per share, the average stock price for the period is used in determining the number of Common Stock assumed to be purchased from the proceeds to be received from the exercise of stock options or stock warrants.

Shares to be issued upon exercise of all stock options and stock warrants, have been excluded from the calculation of the diluted net loss per share for all the reported periods for which net loss was reported because the effect of the common shares issuable as result of the exercise or conversion of these instruments was anti-dilutive.

The net loss and the weighted average number of shares of Common Stock used in computing basic and diluted net loss per Common Stock for the period of six and three month ended June 30, 2024 and 2023, is as follows:


	US dollars (except share data)				US dollars (except share data)
	Six-month period ended June 30,				Three-month period ended June 30,
	(Unaudited)				(Unaudited)
	2024		2023		2024		2023

Numerator:
Net loss	$	7,416	$	2,462	$	4,489	$	1,176
Deemed dividend related to trigger of down round protection feature		-		855		-		855
Net loss attributable to common stockholders	$	7,416	$	3,317	$	4,489	$	2,031

Denominator:
Shares of Common Stock used in computing basic and diluted net loss per common stock		5,226,975		3,544,000		5,460,081		3,987,275
Shares of Common Stock to be issued upon exercise of pre-funded warrants		-		162,510		-		325,019
Shares of Common Stock to be issued upon achievement of second performance milestone		7,790		-		15,667		-
Weighted average number of Common Stock outstanding used in computing basic and diluted net loss per share		5,234,765		3,706,510		5,475,748		4,312,294
Basic and diluted net loss per common stock	$	1.42	$	0.89	$	0.82	$	0.47

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

NOTE 3 - SIGNIFICANT TRANSACTIONS

A.	Exercise of pre-funded warrants

	On January 3, 2024, a number of 395,294 pre-funded warrants granted through underwritten public offering in April 2023 have been fully exercised into the same number of shares of Common Stock of the Company.

B.	Exchange Agreement

	On February 13, 2024, the Company entered into an Exchange Agreement with certain warrant holders (the “Holders”), pursuant to which the Company and the Holders agreed to exchange (the “Exchange”) warrants with down round protection feature exercisable to common shares (the “Warrants”) owned by the Holders for shares of Common Stock to be issued by the Company.

	On February 13, 2024, the Company closed the Exchange and issued to the Holders on February 15, 2024 an aggregate of 718,641 shares of Common Stock in exchange for 876,391 Warrants (the “Shares”).

	It was also agreed that the Holders will not, during the period (“Lock-Up Period”) (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares of, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to, the registration of any Shares or any security convertible into or exercisable or exchangeable for shares of common stock, or (iv) publicly announce an intention to effect any transaction specific in clause (i), (ii) or (iii) above, provided however that the Holder, during the Lock-Up Period, may (a) sell or contract to sell Shares at a price higher than $0.50 per Share on any trading day up to 10% of the daily volume of Shares or (b) sell or contract to sell Shares at a price higher than $0.80 per Share on any trading day with no limitation on volume. The Lock-Up Period shall expire at the earliest of (i) 365 days after the date hereof or (ii) until the Shares traded above $1.00 per Share for five consecutive trading days. The Company accounted for the Exchange of the aforesaid warrants with shares as deemed dividend which was calculated at the closing date by the management using the assistance of external appraiser as the excess of fair value of the share to be issued after taking into consideration a discount for lack of marketability at a rate of 16.81% over the Lock-Up Period over the fair value of the original equity instrument (i.e. warrants which included down round protection feature). However, since the fair value of the new equity instrument was estimated as lesser than the fair value of the replaced equity instrument, deemed dividend was not recorded.

C.	Lease Agreement

	On February 19, 2024, the Company entered into Lease Agreement (the “Agreement”) with Tapsak Enterprises LLC dba Virginia Analytical (the “Landlord”) under which it was agreed that the Company will lease from the Landlord a premises located in Front Royal, Virginia area for a monthly rental fee of $2.5 over a period of 3-years commencing March 1, 2024 through February 28, 2027 (the “Initial Lease Period”). Security deposit of $2.5 which represents payment of one month is held by the Landlord which will be return to the Company at the end of the Initial Lease Period.

	In addition, the Company has an option to renew the Initial Lease Period for another two additional periods of 3-years each following the Initial Lease Period (the “Option Term”), following advanced notice as defined in the Agreement. The monthly rental fee over the Option Term shall be the fair market rate determined as what is a comparable cost for similar property in Front Royal, Virginia area.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

NOTE 3 - SIGNIFICANT TRANSACTIONS (CONT.)

C.	Lease Agreement (Cont.)

In accordance with the provision of ASC 842, Leases, at the commencement date of the Agreement, the Company recognized the right to usage asset equals to lease liability in total amount of $79. The lease liability was measured at the present value of the future lease payments, which are discounted based on an estimate of the additional interest rate that the Company would be required to pay in order to borrow a similar amount for a similar period in order to obtain a similar amount on the date of first recognition of the lease.

As part of the leasing period, the Company considered only the Initial Lease Period as the realization of the option to extend the period was not considered as reasonably certain.

Operating lease:

SCHEDULE OF OPERATING LEASE

	June 30, 2024

Operating right of use asset	$	71
Current operating lease liability	$	25
Non-Current operating lease liability	$	46

Maturity analysis of the Company’s lease liability:

	June 30, 2024

Less than one year	$	30
Between 1-2 years		30
More than 2 years		20

Total operating lease payments	$	80

Less: imputed interest	$	(9	)

Present value of lease liabilities	$	71

Additional information on lease

The following is a summary of weighted average remaining lease terms and discount rate for Company’s leases:

	June 30, 2024
Lease term (years)		2.92
Weighted average discount rate		9.03	%

Private Placement Agreement

On April 22, 2024, the Company entered into a private placement agreement under which the Company issued 79,366 shares of its common stock at a price of $6.3 per share for aggregate gross proceeds of $500 (the “Offering”). The Offering included participation of certain members of the Company’s executive management, Board of Directors and existing shareholders.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

NOTE 3 - SIGNIFICANT TRANSACTIONS (CONT.)

Adoption of 2024 Equity Incentive Plan and Reverse Share Split

On April 26, 2024, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”) under which the Company’s stockholders approved, inter alia, the following proposals: (i) adoption of the Company’s 2024 Equity Incentive Plan and (ii) an amendment to Article IV of the Company’s Certificate of Incorporation, to effect a reverse stock split of the Company’s Common Stock at a ratio of between one-for-five and one-for-thirty, with such ratio to be determined at the sole discretion of the Board of Directors. Following the Annual Meeting, on April 30, 2024, the Company’s Board of Directors approved a one-for-five reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On May 17, 2024, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware which effected the Reverse Stock Split.

For accounting purposes, all shares, options and warrants to purchase shares of common stock and loss per share amounts have been adjusted to give retroactive effect to the Reverse Share Split for all periods presented in these interim consolidated financial statements. Any fractional shares resulting from the Reverse Share Split were rounded up to the nearest whole share.

Note and Warrant Purchase Agreements

On June 27, 2024, the Board of Directors approved the Company to enter into note and warrant purchase agreements with certain officers, directors and existing investors, providing for the private placement of unsecured promissory notes in the aggregate principal amount of $100 (the “Notes”) and warrants to purchase up to an aggregate of 300,000 shares of the Company’s Common Stock (the “Warrants”).

The Notes bear simple interest at the rate of 3% per annum and are due and payable in cash on the earlier of: (i) twelve months from the date of the Note; or (ii) the date the Company raises third-party equity capital in an amount equal to or in excess of $1,000 (the “Maturity Date”). The Company may prepay the Notes at any time prior to the Maturity Date without penalty. If an event of default occurs, the then-outstanding principal amount of the Notes plus any unpaid accrued interest will accelerate and become immediately payable in cash.

Each Warrant has an exercise price of $4.95 per share and immediately exercisable and have a five-year term. Such Warrant was determined as eligible for equity classification.

At the initial date, the total proceeds received of $80 were allocated to the Notes and the Warrants based on their relative fair value of the identified components (i.e. Notes and Warrants) as determined by the Company’s management as follows:

	Fair value at Closing Date

Notes (1)	$	12
Warrants (2)		68
Fair value at Closing Date	$	80

	(1)	The fair value of the Notes was determined based on rating model using a discount rate of 12% which represented the Company’s applicable rate of risk, as determined by management.

	(2)	The fair value of the Warrants determined by management based on Black-Scholes pricing model taking into account expected stock price volatility of 245% and risk-free interest rate of 4.52%.

The Note is accounted for as a financial liability measured at amortized cost. At subsequent dates, the Company recognized a discount expense over the economic life of the Notes based on the effective interest rate method. However, during the period of six month, discount expense were de minimis.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

NOTE 4 - COMMITMENTS AND CONTINGENT LIABILITIES

A.	On March 4, 2004, the Israeli Innovation Authority (IIA) provided Integrity Israel with a grant of approximately $93 (NIS 420,000), for its plan to develop a non-invasive blood glucose monitor (the “Development Plan”). Integrity Israel is required to pay royalties to the IIA at a rate ranging between 3-5% of the proceeds from the sale of the Company’s products arising from the Development Plan up to an amount equal to $93, plus interest at LIBOR from the date of grant. As to the replacement of the LIBOR benchmark rate, even though the IIA has not declared the alternative benchmark rate to replace the LIBOR, the Company does not believe it will have a significant impact. As of June 30, 2024, the remaining contingent liability with respect to royalty payment on future sales equals approximately $73, excluding interest. Such contingent obligation has no expiration date.

B.	On October 7, 2022 (“the Closing Date”), the Company entered into Intellectual Property Purchase Agreement (the “Agreement”) with Paul Goode, which is the Company’s Chief Executive Officer (the “Seller”), under which it was agreed that on and subject to the terms and conditions of the Agreement, at the Closing Date, Seller shall sell, assign, transfer, convey and deliver to the Company, all of Seller’s right, title and interest in and to the following assets, properties and rights (collectively, the “Purchased Assets”):

	(a)	All rights, title, interests in all current and future intellectual property, including, but not limited to patents, trademarks, trade secrets, industry know-how and other IP rights relating to an implantable continuous glucose sensor (collectively, the “Conveyed Intellectual Property”); and

	(b)	All the goodwill relating to the Purchased Assets.

In consideration for the sale by Seller of the Purchased Assets to the Company, at the Closing Date, the Company paid to Seller cash in the amount of one dollar and obligated to issue up to 200,000 shares of Common Stock to be issued based upon specified performance milestones as set forth in the Agreement (the “Purchase Price”). In addition, if upon the final issuance, the aggregate 200,000 shares represent less than 1.5% of the then outstanding Common Stock of the Company, the final issuance will include such number of additional shares so that the total aggregate issuance equals 1.5% of the outstanding shares (the “True-Up Shares”). All shares of Common Stock of the company that will be issued under this agreement shall be (i) restricted over a limited period as defined in the Agreement and issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and (ii) subject to the lockup provisions.

When the Company acquires net assets that do not constitute a business, as defined under ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business (such when there is no substantive process in the acquired entity) the transaction is accounted for as asset acquisition and no goodwill is recognized. The acquired In-Process Research and Development intangible asset (“IPR&D”) to be used in research and development projects which have been determined not to have alternative future use at the acquisition date, is expensed immediately.

At the Closing Date, it was determined that the asset acquisition represents the purchase of IPR&D with no alternative future use. However, the achievement of each of the performance milestones is considered as contingent event outside the Company’s control and thus the contingent consideration which is equal to the fair value of the Purchase Price as measured at the Closing Date will be recognized when it becomes probable that each target will be achieved within the reasonable period of time. Such additional contingent consideration will be recognized in subsequent periods if and when the contingency (the achievement of targets) is resolved.

In June 2023, the Company achieved the first performance milestone out of the five performance milestones outlined in the Agreement executed between the Company and the Seller as of the Closing Date. As a result, upon the date of the fulfilment of the first performance milestone the Company was committed to issue 20,000 restricted shares to the Seller. Accordingly, the Company recorded an amount of $131 as research and development expenses with a similar amount as an increase to additional paid-in capital. The first performance milestone shares were issued on February 6, 2024.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

NOTE 4 - COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

(Cont.)

In May 2024, the Company achieved the second performance milestone out of the five performance milestones outlined in the Agreement executed between the Company and the Seller as of the Closing Date. As result, the Company is committed to issue 30,000 restricted shares to the Seller. Accordingly, the Company recorded stock-based compensation expenses amounted to $192 which representing the quoted price of its Common Stock at the Closing Date, after taking into consideration a discount for lack of marketability in a rate of 30 % over the applicable restriction period. As of June 30, 2024, the second performance milestone shares were not yet issued.

As of June 30, 2024, achievement of all other remaining performance milestones was not considered probable and thus no stock-based compensation expenses were recorded with respect to thereof.

NOTE 5 - SUBSEQUENT EVENTS

On July 18, 2024, the Company entered into a series of convertible promissory notes with three directors, and one member of the Company’s executive management, providing for the private placement of unsecured convertible promissory notes in the aggregate principal amount of $360 (the “Notes” and each a “Note”).

The Notes bear simple interest at the rate of 8% per annum and are due and payable in cash on the earlier of: (i) 12-months anniversary of Note, or (ii) the date of closing of a Qualified Financing (as defined below) (the “Maturity Date”).

Except regarding conversion of the Notes as discussed below, the Company may not prepay the Notes without the written consent of the holder. If not sooner repaid, all outstanding principal and accrued but unpaid interest on the Notes (the “Note Balance”), as of the close of business on the day immediately preceding the date of the closing of the next issuance and sale of capital stock of the Company, in a single transaction or series of related transactions, to investors resulting in gross proceeds to the Company of at least $500 (excluding indebtedness converted in such financing) (a “Qualified Financing”), will automatically be converted into that number of shares of equity securities of the Company sold in the Qualified Financing equal to the number of shares calculated by dividing (X) the Note Balance by (Y) an amount equal to the price per share or other unit of equity securities issued in such Qualified Financing, and otherwise on the same terms as the security issued in the Qualified Financing, provided that the conversion price per share shall not be lower than $1.56.

Upon the occurrence of an Event of Default (as 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) voluntary bankruptcy, or (iii) 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.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

NOTE 5 - SUBSEQUENT EVENTS (Cont.)

On July 30, 2024, the Company entered into a convertible promissory note and three warrant agreements (the “Warrants”) with an existing investor (the “Holder”), providing for the private placement of a secured convertible promissory note in the aggregate principal amount of $4,000 (the “Note”). The Note is not convertible until and unless approved at a meeting of the Company’s stockholders (the “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 8% per annum and is due and payable in cash on the earlier of: (i) 12 months anniversary of Note, or (ii) the date of closing of a Sale Transaction (defined below) (the “Maturity Date”). The Note is secured by a first-priority security interest on all Company assets.

Except with regard to conversion of the Note a or a Sale Transaction as discussed below, the Company may not prepay the Note 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 5 consecutive trading days, will automatically convert at a price equal to the 5 daily Volume Weighted Average Price (“VWAP”) of the Common Stock (subject to adjustment for any stock split, stock dividend, reverse stock split, combination or similar 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: (i) cash equal to 200% of the Note balance, or (ii) 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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements include statements about our expectations, beliefs or intentions regarding our product development efforts, business, financial condition, results of operations, strategies and prospects. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including statements regarding our future activities, events or developments, including such things as future revenues, capital raising and financing, product development, clinical trials, regulatory approval, market acceptance, responses from competitors, capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strengths, goals, expansion and growth of our business and operations, plans, references to future success, projected performance and trends, and other such matters, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “may,” “will,” “could,” “would,” “should” and other similar words and phrases, are intended to identify forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q are based on certain historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. These statements relate only to events as of the date on which the statements are made and we undertake no obligation to update publicly 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 Quarterly Report on Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by us 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. Whether actual results will conform to our expectations and predictions is subject to a number of risks and uncertainties that may cause actual results to differ materially. Risks and uncertainties, the occurrence of which could adversely affect our business, include the risks identified under the caption “Risk Factors” included in our annual report on Form 10-K for the year ended December 31, 2023. The following discussion should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q.

Overview

We are a medical device company focused on the design, development and commercialization of novel technologies for use by people with diabetes. We are currently developing an Implantable CBGM for those with Type 1 diabetes and insulin-dependent Type 2 diabetes.

The Company was founded with a mission to develop Glucotrack®, a noninvasive glucose monitoring device designed to help people with diabetes and pre-diabetics obtain glucose level readings without the pain, inconvenience, cost and difficulty of conventional (invasive) spot finger stick devices. The first generation Glucotrack, which successfully received CE Mark approval, obtained glucose measurements via a small sensor clipped onto one’s earlobe. A limited release beta test in Europe and the Middle East demonstrated the need for an updated product with improved accuracy and human factors. As the glucose monitoring landscape rapidly moved away from point-in-time measurement to continuous measurement since then, the Company recently determined that it would focus its efforts on developing its Implantable CBGM. As such, we have since withdrawn our CE Mark for Glucotrack and are no longer pursuing commercialization of this product or development of any further iterations.

The Company is currently developing an Implantable CBGM for use by Type 1 diabetes patients as well as insulin-dependent Type 2 patients. Implant longevity is key to the success of such a device. We have continued to evolve our sensor chemistry following our successful in-vitro feasibility study demonstrating that a minimum two-year implant life is highly probable with the current sensor design. Recently we announced a 3-year longevity is feasible leveraging both in-vitro and in-silico test results. We have also completed our animal study with an initial prototype system which demonstrated a simple implant procedure and good functionality. The results of both were recently presented in poster form at the American Diabetes Association annual conference. The Company has also initiated a longer-term animal trial (to support projected longevity studies) as well as development of its commercial device. A regulatory submission has been made for a first in human study, expected to initiate in Q3 2024. Further to the above progress on our CBGM product, we have also successfully demonstrated continuous glucose sensing in the epidural space. This latter approach is of importance for patients with painful diabetic neuropathy contemplating spinal cord stimulation therapy for their condition. We believe our technology, if successful, has the potential to be more accurate, more convenient and have a longer duration than other implantable glucose monitors that are either in the market or currently under development.

Our Senior Management team includes; CEO and President, Paul V. Goode PhD, who has a decorated career developing innovative medical technologies, including at Dexcom and MiniMed, CFO, James Cardwell, CPA who has over 16 years of experience as a Chief Financial Officer and Chief Operating Officer with a concentration in both SEC financial reporting and tax compliance, James P. Thrower PhD, Vice President of Engineering, a seasoned executive formerly of Sterling Medical Devices, Mindray DS USA and Dexcom, Inc., Mark Tapsak PhD, Vice President of Sensor Technology, a medical research scientist who brings over 25 years of experience in the diabetes industry, including previous senior roles at Dexcom and Medtronic, and Drinda Benjamin, Vice President of Marketing, a medical device professional with over 20 years of experience in the medical device and diabetes industry with senior roles at Intuity Medical, Senseonics, Abbott Diabetes, and Medtronic Diabetes. Erin Carter, formerly of Medtronic and Boston Scientific, has joined as an independent board member. Several highly talented and accomplished executives joined the Company as senior advisors to the Board. These include Daniel McCaffrey MBA MA, a world-renowned behavioral scientist and digital health expert formerly at Samsung Health and Dexcom, Inc., and Dr. David C. Klonoff, world renowned endocrinologist and diabetes technology thought leader. We intend to continue to invest in our talent and to expand and strengthen all areas within the Company.

Recent Events

On April 22, 2024, we entered into a private placement agreement under which we issued 79,366 shares of our common stock at a price of $6.3 per share for aggregate gross proceeds of $500,000 to certain members of our executive management, Board of Directors and existing shareholders.

On April 26, 2024, we held our Annual Meeting of Shareholders (the “Annual Meeting”) under which our stockholders approved, inter alia, the following proposals: (i) adoption of our 2024 Equity Incentive Plan; (ii) approved of an amendment to Article IV of our Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s Common Stock at a ratio of between one-for-five and one-for-thirty, with such ratio to be determined at the sole discretion of the Board of Directors. Following the Annual Meeting, on April 30, 2024, the Board of Directors approved a one-for-five reverse split of our issued and outstanding shares of Common Stock (the “Reverse Stock Split”). On May 17, 2024, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware which effected the Reverse Stock Split.

On June 27, 2024, the Board of Directors approved us to enter into note and warrant purchase agreements with certain investors, providing for the private placement of unsecured promissory notes in the aggregate principal amount of $100,000 (the “Notes”) and warrants (the “Warrants”) to purchase up to an aggregate of 300,000 shares of our Common Stock. The closing of the private placement occurred on July 1, 2024. The Notes bear simple interest at the rate of 3% per annum and are due and payable in cash on the earlier of: (a) twelve months from the date of the Note; or (b) the date we raise third-party equity capital in an amount equal to or in excess of $1,000,000 (the “Maturity Date”). We may prepay the Notes at any time prior to the Maturity Date without penalty. If an event of default occurs, the then-outstanding principal amount of the Notes plus any unpaid accrued interest will accelerate and become immediately payable in cash. Each Warrant has an exercise price of $4.95 per share. The Warrants are immediately exercisable and have a five-year term.

On July 18, 2024, we entered into a series of convertible promissory notes with certain investors, providing for the private placement of unsecured convertible promissory notes in the aggregate principal amount of $360,000 (the “Notes” and each a “Note”). The Notes bear simple interest at the rate of 8% per annum and are due and payable in cash on the earlier of: (a) the twelve month anniversary of Note, or (b) the date of closing of a Qualified Financing (as defined above). Interest will be computed on the basis of a 365-day year.

On July 30, 2024, we entered into a convertible promissory note and three warrant agreements (the “Warrants”) with an existing 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 our stockholders. We have agreed to hold such a meeting to seek stockholder approval within 90 days. The Note bears simple interest at the rate of 8% per annum and is due and payable in cash on the earlier of: (i) 12 months anniversary of Note, or (ii) the date of closing of a Sale Transaction (as defined above) (the “Maturity Date”). The Note is secured by a first-priority security interest on all our assets. 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.

The summary of our significant accounting policies is included under Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations of our fiscal 2023 Form 10-K. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. There have been no material changes to the critical accounting policies and estimates as filed in such report.

Liquidity and Capital Resources

To date, we have not generated any revenues and have experienced net losses and negative cash flows from our activities.

Since our incorporation, we have devoted substantially all our resources to research and product development and providing general and administrative support for these activities. Since our incorporation, we have incurred significant losses and negative cash flows from operations. During the six months ended June 30, 2024, we incurred a net loss of approximately $7.5 million and used $4.8 million of cash in our operations. As of June 30, 2024, we had an accumulated deficit of approximately $117.3 million. We expect to continue to incur significant and increasing losses and do not expect positive cash flows from operations for the foreseeable future, and our net losses may fluctuate significantly from period to period depending on the timing of and expenditures on our research and development activities.

As of June 30, 2024, the balance of cash and cash equivalents of approximately $159,000 is insufficient for the Company to realize its business plans for the twelve-month period subsequent to the reporting period.

Results of Operations

The following discussion of our operating results explains material changes in our results of operations for the three and six months ended June 30, 2024 compared with the same periods ended June 30, 2023. The discussion should be read in conjunction with the financial statements and related notes included elsewhere in this report.

Consolidated Results of Operations for the Three Months Ended June 30, 2024 and 2023

Research and development expenses

Research and development expenses were approximately $3.6 million for the three-month period ended June 30, 2024, as compared to approximately $627,000 for the prior-year period. The increase is attributable to ramping up product development actives.

Research and development expenses consist primarily of salaries and other personnel-related expenses, materials, animal trials, production labor and other expenses. We expect research and development expenses to marginally increase in 2025 and beyond, primarily due to hiring additional personnel, as well clinical trials for the Glucotrack CBGM; however, we may adjust or allocate the level of our research and development expenses based on available financial resources and based on our commercial needs, including the FDA registration process, specific requirements from customers, development of new Glucotrack CBGM models and others.

Marketing expenses

Marketing expenses were approximately $100,000 for the three-month period ended June 30, 2024, as compared to $0 for the prior-year period. This increase is primarily attributable to business development personnel and professional marketing services.

General and administrative expenses

General and administrative expenses were approximately $802,000 for the three-month period ended June 30, 2024, as compared to approximately $552,000 for the prior-year period. The increase is attributable to professional fees we accrued during the period.

General and administrative expenses consist primarily of professional services, salaries, consulting fees, insurance, travel expenses and other related expenses for executive, finance and administrative personnel, including stock-based compensation expenses. Other general and administrative costs and expenses include facility-related costs not otherwise included in research and development costs and expenses, and professional fees for legal and accounting services.

Financing income, net

Financing income, net was approximately $2,000 for the three-month period ended June 30, 2024, as compared to financing income of approximately $3,000 for the prior-year period. The change is immaterial.

Net Loss

Net loss was approximately $4.5 million for the three-month period ended June 30, 2024, as compared to approximately $1.2 million for the prior-year period. The increase in net loss is attributable primarily to the increase in our operating expenses, as described above.

Consolidated Results of Operations for the Six Months Ended June 30, 2024 and 2023

Research and development expenses

Research and development expenses were approximately $5.7 million for the six-month period ended June 30, 2024, as compared to approximately $1.3 for the prior-year period. The increase is attributable to professional fees we accrued during the period.

Research and development expenses consist primarily of salaries and other personnel-related expenses, materials, animal trials and other expenses. We expect research and development expenses to marginally increase in 2025 and beyond, primarily due to hiring additional personnel, as clinical trials for the Glucotrack CBGM; however, we may adjust or allocate the level of our research and development expenses based on available financial resources and based on our commercial needs, including the FDA registration process, specific requirements from customers, development of new Glucotrack CBGM models and others.

Marketing expenses

Marketing expenses were approximately $170,000 for the six-month period ended June 30, 2024, as compared to $0 for the prior-year period. This increase is primarily attributable to business development personnel and professional marketing services.

General and administrative expenses

General and administrative expenses were approximately $1.5 million for the six-month period ended June 30, 2024, as compared to approximately $1.2 million for the prior-year period. The increase is attributable to professional fees we accrued during the period.

Financing income, net

Financing income, net was approximately $26,000 for the six-month period ended June 30, 2024, as compared to financing income of approximately $1,000 for the prior-year period. The increase is attributable to interest income received during the period.

Net Loss

Net loss was approximately $7.4 million for the six-month period ended June 30, 2024, as compared to approximately $2.5 million for the prior-year period. The increase in net loss is attributable primarily to the increase in our operating expenses, as described above.

Cash Flows for the Six Months Ended June 30, 2024 and 2023

Operating Activities

Net cash used in operating activities was approximately $4.8 million and approximately $2.3 million for the six-month periods ended June 30, 2024 and 2023, respectively. Net cash used in operating activities primarily reflects the net loss for those periods of approximately $7.4 million and approximately $2.5 million, respectively.

Investing Activities

Net cash used in investing activities was $71,000 and $0 for the six-month periods ended June 30, 2024 and 2023, respectively. Net cash used in investing activities primarily reflects the purchasing of fixed assets.

Financing Activities

Net cash provided by financing activities was approximately $580,000 and $8.7 million for the six-month periods ended June 30, 2024 and 2023, respectively. Net cash provided by financing activities primarily reflects the proceeds received from private placement transaction in 2024 versus net proceeds received upon completion of public offering.

Off-Balance Sheet Arrangements

As of June 30, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

Critical Accounting Policies

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our condensed consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Going Concern Uncertainty

The development of the implantable continuous glucose sensor product is expected to require substantial further expenditures. We remain dependent upon external sources for financing our operations. Since inception, we have incurred substantial accumulated losses and negative operating cash flow and have a significant accumulated deficit. We do not have any committed external source of funds or other support for our development efforts, and we cannot be certain that additional funding will be available on acceptable terms, or at all. Until we can generate sufficient revenue to finance our cash requirements, which we may never do, we expect to finance our future cash needs through a combination of public or private equity offerings, debt financings, collaborations, government funding, strategic alliances, licensing arrangements, and other marketing or distribution arrangements, any of which may include terms that may adversely affect our stockholders’ rights. If we are unable to raise additional capital in sufficient amounts or on acceptable terms, we may have to significantly delay, scale back or discontinue our development or commercialization initiatives. Any of the above events could significantly harm our business, prospects, financial condition and results of operations and cause the price of our common stock to decline. As of June 30, 2024, we believe that our cash on hand will not provide sufficient working capital to fund its current operations and animal trial program for the development of its Implantable CGM for a period of twelve-months subsequent to the reporting period.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2024 (the “Evaluation Date”). Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are ineffective in recording, processing, summarizing and reporting, on a timely basis, information required to be included in periodic filings under the Exchange Act and that such information is not accumulated and communicated to management, including our principal executive and financial officers, in a manner sufficient to allow timely decisions regarding required disclosure, due to the material weaknesses in internal control over financial reporting related to lack of sufficient internal accounting personnel, segregation of duties, and lack of sufficient internal controls (including IT general controls) that encompass the Company as a whole with respect to entity and transactions level controls in order to ensure complete documentation of complex and non-routine transactions and adequate financial reporting.

Management has identified corrective actions to remediate such material weaknesses, which includes hiring additional employees and engaging in external financial reporting consultants. Management intends to implement procedures to remediate such material weaknesses during the fiscal year 2024; however, the implementation of these initiatives may not fully address any material weaknesses that we may have in our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At June 30, 2024, except as described in the preceding paragraph, the Company did not have any pending claims, charges or litigation that were expected to have a material adverse impact on its financial position, results of operations or cash flows.

Item 1A. Risk Factors.

You should carefully consider the factors discussed in Part I, Item 1A., “Risk Factors” in our Annual Report for the fiscal year ended December 31, 2023, which could materially affect our business, financial position, or future results of operations. The risks described in our Annual Report for the fiscal year ended December 31, 2023, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial position, or future results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. The risk factor set forth below supplements and updates the risk factors previously disclosed and should be read together with the risk factors described in our Annual Report for the fiscal year ended December 31, 2023 and with any risk factors we may include in subsequent periodic filings with the SEC.

We may fail to select or capitalize on the most scientifically, clinically or commercially promising or profitable product candidates.

Given the current momentum for continuous glucose monitoring (“CGM”) in the diabetes market, we have announced our decision to reset our priorities, improve our commercial outlook and refine our business strategy to focus on our implantable CGM technology. Should our efforts to focus on CGM not be successful, we will need to further evaluate our business strategy and, as a result, our Board of Directors may decide that it is in the best interest of our stockholders to dissolve our Company and liquidate our assets or otherwise modify our strategy in the future. In this regard, we may, from time to time, focus our product development efforts on different product candidates or may delay, suspend or terminate the future development of a product candidate at any time for strategic, business, financial or other reasons. As a result of changes in our strategy, we have and may in the future change or refocus our existing product development, commercialization and manufacturing activities. This could require changes in our facilities and our personnel. Any product development changes that we implement may not be successful. In particular, we may fail to select or capitalize on the most scientifically, clinically or commercially promising or profitable product candidates. Our decisions to allocate our research and development, management and financial resources toward particular product candidates may not lead to the development of viable commercial products and may divert resources from better opportunities. Similarly, our decisions to delay or terminate product development programs may also prove to be incorrect and could cause us to miss valuable opportunities.

Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our Common Stock.

Our common stock is currently listed for trading on The Nasdaq Stock Market LLC. We must satisfy the continued listing requirements of Nasdaq, to maintain the listing of our common stock on The Nasdaq Stock Market LLC.

On May 26, 2023, we received notice from the Staff indicating that, based upon the closing bid price of our common stock for the prior 30 consecutive business days, we were not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). We had 180 days from May 26, 2023, or through November 22, 2023, to regain compliance with the Bid Price Rule.

On November 24, 2023, we received a second letter from Nasdaq notifying the Company that it had been granted an additional 180 calendar days, or until May 20, 2024 (the “Extended Compliance Period”), to regain compliance with the Minimum Bid Price Requirement in accordance with Nasdaq Listing Rule 5810(c)(3)(A).

On May 21, 2024, we received a third letter from Nasdaq (the “Letter”) notifying us that it had not regained compliance with the Minimum Bid Price Requirement during the Extended Compliance Period. The Letter also notified us that our Form 10-Q for the period ended March 31, 2024, indicates that we no longer meet the $2,500,000 minimum stockholders’ equity requirement for continued listing set forth under Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”). Pursuant to Listing Rule 5810(d)(2), the failure to comply with the Minimum Stockholders’ Equity Requirement has become an additional and separate basis for delisting.

Because we were under review for failure to meet the Minimum Bid Price Requirement, we were not eligible to submit a plan to regain compliance. Accordingly, unless we would request an appeal of this determination by May 28, 2024, trading of our common stock would be suspended at the opening of business on May 30, 2024, and a Form 25-NSE would be filed with the Securities and Exchange Commission (the “SEC”). We timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”). The hearing request would result in a stay of any suspension or delisting action pending the hearing. On August 5, 2024, we received the decision of the Panel, and they granted us an extension to November 18, 2024 to regain compliance with the Minimum Stockholders’ Equity Requirement.

On May 17, 2024, in order to regain compliance with the Minimum Bid Price Requirement, we filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware which effected, as of 4:30 p.m. Eastern Time, on May 17, 2024, a one-for-five Reverse Stock Split of our issued and outstanding shares of Common Stock.

In the event that we are unable to regain and sustain compliance with all applicable requirements for continued listing on the Nasdaq, our Common Stock may be delisted from Nasdaq. If our Common Stock were delisted from Nasdaq, trading of our common stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQB or the Pink Market maintained by OTC Markets Group Inc. An investor would likely find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market, and many investors would likely not buy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other reasons. In addition, as a delisted security, our common stock would be subject to SEC rules as a “penny stock,” which impose additional disclosure requirements on broker-dealers. The regulations relating to penny stocks, coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our common stock. In addition, delisting would materially and adversely affect our ability to raise capital on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. For these reasons and others, delisting would adversely affect the liquidity, trading volume and price of our common stock, causing the value of an investment in us to decrease and having an adverse effect on our business, financial condition and results of operations, including our ability to attract and retain qualified employees and to raise capital.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit No.		Description

3.1		Certificate of Incorporation of Integrity Applications, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC 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 Company’s Registration Statement on Form S-1 filed with the SEC on August 22, 2011)
3.3		Bylaws of Integrity Applications, Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the SEC 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 Company’s Current Report on Form 8-K filed with the SEC on April 23, 2020)
3.5		Amendments to The Company’s Certificate of Incorporation (incorporated by reference to Exhibit 3.7 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2022)
3.6		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 Company’s Current Report on Form 8-K filed with SEC on May 20, 2024)
3.7		First Amendment to Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024)
4.1		Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with SEC on July 1, 2024)
4.2		Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with SEC on July 31, 2024)
10.1		Form of Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with SEC on July 1, 2024)
10.2		Form of Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with SEC on July 1, 2024)
10.3		Form of Promissory Note (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with SEC on July 22, 2024)
10.4		Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with SEC on July 31, 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 Section 906 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Schema Document
101.CAL		Inline XBRL Calculation Linkbase Document
101.LAB		Inline XBRL Label Linkbase Document
101.PRE		Inline XBRL Presentation Linkbase Document
101.DEF		Inline XBRL Definition Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
**	Furnished herewith.

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 thereunto duly authorized.

Dated: August 13, 2024

	GLUCOTRACK, INC.

	By:	/s/ James Cardwell
	Name:	James Cardwell
	Title	Chief Financial Officer
		(Principal Financial Officer)

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Paul Goode, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2024 of Glucotrack, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2024	By:	/s/ Paul Goode
		Paul Goode
		Principal Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, James Cardwell, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2024 of Glucotrack, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2024	By:	/s/ James Cardwell
		James Cardwell
		Principal Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Glucotrack, Inc. (the “Company”) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Goode, Principal Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)	the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By:	/s/ Paul Goode
		Paul Goode
		Principal Executive Officer

	Dated: August 13, 2024

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Glucotrack, Inc. (the “Company”) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Cardwell, Principal Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)	the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By:	/s/ James Cardwell
		James Cardwell
		Principal Financial Officer

	Dated: August 13, 2024

Cover - $ / shares	6 Months Ended
Cover - $ / shares	Jun. 30, 2024	Aug. 09, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41141
Entity Registrant Name	GLUCOTRACK, INC.
Entity Central Index Key	0001506983
Entity Tax Identification Number	98-0668934
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	301 Route 17 North
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Rutherford
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07070
City Area Code	(201)
Local Phone Number	842-7715
Title of 12(b) Security	Common Stock
Trading Symbol	GCTK
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		5,478,436
Entity Listing, Par Value Per Share	$ 0.001

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 159	$ 4,492
Other current assets	283	376
Total current assets	442	4,868
Operating lease right-of-use asset, net (Note 3C)	71
Property and equipment, net	86	27
Restricted cash	9	10
TOTAL ASSETS	608	4,905
Current liabilities
Accounts payable	2,736	839
Notes payable (Note 3F)	12
Operating lease liability, current (Note 3F)	25
Other current liabilities	887	673
Total current liabilities	3,660	1,512
Non-current liabilities
Loans from stockholders	191	196
Operating lease liability, non-current (Note 3F)	46
Total liabilities	3,897	1,708
Commitments and contingent liabilities (Note 4)
Stockholders’ equity
Common Stock of $ 0.001 par value (“Common Stock”): 100,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 5,501,164 and 4,178,438 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	5	4
Additional paid-in capital	113,903	112,982
Receipts on account of shares	50	48
Accumulated other comprehensive income	22	16
Accumulated deficit	(117,269)	(109,853)
Total stockholders’ equity (deficit)	(3,289)	3,197
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 608	$ 4,905

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	5,478,436	4,178,274
Common stock, shares outstanding	5,478,436	4,178,274

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Research and development expenses	$ 3,589	$ 627	$ 5,737	$ 1,269
Marketing expenses	100		170
General and administrative expenses	802	552	1,535	1,194
Total operating expenses	4,491	1,179	7,442	2,463
Operating loss	4,491	1,179	7,442	2,463
Finance income, net	(2)	(3)	(26)	(1)
Net Loss	4,489	1,176	7,416	2,462
Other comprehensive income:
Foreign currency translation adjustment		(6)	(6)	(11)
Comprehensive loss for the period	$ 4,489	$ 1,170	$ 7,410	$ 2,451
Basic net loss per common stock	$ 0.82	$ 0.27	$ 1.42	$ 0.66
Diluted net loss per common stock	$ 0.82	$ 0.27	$ 1.42	$ 0.66
Weighted average number of common stock outstanding used in computing basic net loss per share	5,475,748	4,312,294	5,234,765	3,706,510
Weighted average number of common stock outstanding used in computing diluted net loss per share	5,475,748	4,312,294	5,234,765	3,706,510

Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)

Common Stock [Member]

Additional Paid-in Capital [Member]

Receipts on Account of Shares [Member]

AOCI Attributable to Parent [Member]

Retained Earnings [Member]

Total

Balance at Dec. 31, 2022

$ 3,000

$ 103,107,000

$ 4,000

$ 17,000

$ (101,901,000)

$ 1,230,000

Balance, shares at Dec. 31, 2022

3,099,982

Loss for the period

(2,462,000)

Other comprehensive income

11,000

Stock-based compensation

229,000

Deemed dividend resulted from trigger of down round protection feature of certain warrants granted

855,000

(855,000)

Issuance of Common Stock upon private placement transaction (Note 3D)

$ 1,000

8,729,000

8,730,000

Issuance of common stock upon private placement transactions , shares

1,075,294

Issuance of restricted shares as compensation towards directors

^[1]

9,000

(4,000)

5,000

Issuance of shares as compensation to the board of directors , shares

2,998

Balance at Jun. 30, 2023

$ 4,000

112,929,000

28,000

(105,218,000)

7,743,000

Balance, shares at Jun. 30, 2023

4,178,274

Balance at Mar. 31, 2023

$ 3,000

103,168,000

5,000

22,000

(103,187,000)

11,000

Balance, shares at Mar. 31, 2023

3,100,562

Loss for the period

(1,176,000)

Other comprehensive income

6,000

Stock-based compensation

172,000

Deemed dividend resulted from trigger of down round protection feature of certain warrants granted

855,000

(855,000)

Issuance of Common Stock upon private placement transaction (Note 3D)

$ 1,000

8,729,000

8,730,000

Issuance of common stock upon private placement transactions , shares

1,075,294

Issuance of restricted shares as compensation towards directors

^[1]

5,000

(5,000)

Issuance of shares as compensation to the board of directors , shares

2,418

Balance at Jun. 30, 2023

$ 4,000

112,929,000

28,000

(105,218,000)

7,743,000

Balance, shares at Jun. 30, 2023

4,178,274

Balance at Dec. 31, 2023

$ 4,000

112,982,000

48,000

16,000

(109,853,000)

3,197,000

Balance, shares at Dec. 31, 2023

4,178,274

Loss for the period

(7,416,000)

Other comprehensive income

6,000

Stock-based compensation

228,000

Issuance of Common Stock upon private placement transaction (Note 3D)

^[1]

500,000

Issuance of common stock upon private placement transactions , shares

79,366

Issuance of restricted shares as compensation towards directors

^[1]

126,000

(48,000)

78,000

Issuance of restricted shares as compensation towards directors, shares

86,861

Restricted shares to be issued as compensation towards directors

50,000

Issuance of restricted shares as payment for a previous achievement of milestone pursuant to purchase agreement (Note 4B)

^[1]

Issuance of restricted shares as payment for a previous achievement of milestone pursuant to purchase agreement, shares

20,000

Exercise of prefunded warrants into shares (Note 3A)

^[1]

Exercise of prefunded warrants into shares, shares

395,294

Exchange of warrants into shares (Note 3B)

$ 1,000

(1,000)

Exchange of warrants into shares, shares

718,641

Issuance of warrants through private placement transaction (Note 3F)

68,000

Balance at Jun. 30, 2024

$ 5,000

113,903,000

50,000

22,000

(117,269,000)

(3,289,000)

Balance, shares at Jun. 30, 2024

5,478,436

Balance at Mar. 31, 2024

$ 5,000

113,050,000

78,000

22,000

(112,780,000)

375,000

Balance, shares at Mar. 31, 2024

5,351,110

Loss for the period

(4,489,000)

Stock-based compensation

207,000

Issuance of Common Stock upon private placement transaction (Note 3D)

^[1]

500,000

Issuance of common stock upon private placement transactions , shares

79,366

Issuance of restricted shares as compensation towards directors

^[1]

78,000

(78,000)

Issuance of restricted shares as compensation towards directors, shares

47,960

Restricted shares to be issued as compensation towards directors

50,000

Issuance of warrants through private placement transaction (Note 3F)

68,000

Balance at Jun. 30, 2024

$ 5,000

$ 113,903,000

$ 50,000

$ 22,000

$ (117,269,000)

$ (3,289,000)

Balance, shares at Jun. 30, 2024

5,478,436

[1]	Represents amount lower than $1.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period	$ (7,416)	$ (2,462)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	12	7
Stock-based compensation	228	229
Issuance of restricted shares as compensation towards directors	128	5
Linkage difference on principal of loans from stockholders	(5)	6
Changes in assets and liabilities:
Other current assets	93	(104)
Accounts payable	1,897	173
Other current liabilities	214	(121)
Net cash used in operating activities	(4,849)	(2,267)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(71)
Net cash used in investing activities	(71)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes and warrants through private placement transaction (Note 3F)	80
Net proceeds received from underwritten U.S. public offering		8,730
Proceeds received from private placement transaction (Note 3D)	500
Net cash provided by financing activities	580	8,730
Effect of exchange rate changes on cash and cash equivalents, and restricted cash	6	(10)
Change in cash and cash equivalents, and restricted cash	(4,334)	6,453
Cash and cash equivalents, and restricted cash at beginning of the period	4,502	2,331
Cash and cash equivalents, and restricted cash, end of period	168	8,784
(a) Net cash paid during the year for:
Interest	32
(b) Non-cash investment and financing activities:
Deemed dividend upon trigger of down round protection		855
Recognition of right for usage asset against a lease liability (Note 3C)	$ 79

GENERAL

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GENERAL

NOTE 1 - GENERAL

A.	Glucotrack Inc. (the “Company”) was incorporated on May 18, 2010 under the laws of the State of Delaware. The Company is a medical device company, focused on development of an Implantable Continuous Glucose Monitor (CGM) for persons with Type 1 diabetes and insulin-dependent Type 2 diabetes (the “Glucotrack CBGM Product”).

B.	Liquidity and capital resources

	To date, the Company has not yet commercialized the Glucotrack CBGM Product. Further development and commercialization efforts are expected to require substantial additional expenditure. Therefore, the Company is dependent upon external sources for financing its operations. As of June 30, 2024, the Company has incurred accumulated deficit of $117,269. Furthermore, the Company has generated operating losses and negative operating cash flow for all reported periods. As of June 30, 2024, the balance of cash and cash equivalents amounted to $159 together with additional amounts raised subsequent to the balance sheet date amounted to $4,360 thousand are insufficient for the Company to realize its business plans for the twelve-month period subsequent to the reporting period.

	During the year ended December 31, 2023, the Company raised net proceeds of $8,730 through completion of underwritten public offering. In addition, during the period of six month ended June 30, 2024, the Company entered into (i) exchange agreement with certain shareholders under which warrants with down round protection feature have been exchanged into shares of common stock in order to facilitate its equity structure (see also Note 3B), (ii) private placement agreement under which the Company raised proceeds of $500 (see also Note 3D) and (iii) note and warrant agreement under which the Company raised proceeds of $80 (see also Note 3F). In addition, subsequent to the balance sheet date, the Company entered into (i) convertible promissory notes under which the Company raised gross proceeds of $360 (see also Note 5A) and (ii) convertible promissory notes and warrants agreement under which the Company raised gross proceeds of $4,000 (see also Note 5B). The Company plans to finance its operations through the sale of equity and/or debt securities. There can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenues from sales of its Glucotrack CBGM Product in order to continue its operations as a going concern. Management has considered the significance of such conditions in relation to the Company’s ability to meet its current obligations and to achieve its business targets and determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The condensed interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of US Dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.	Basis of Presentation

	The accompanying unaudited condensed interim consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, as was filed with the Securities and Exchange Commission (“SEC”) on March 28, 2024. The unaudited condensed interim consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature.

	The results for the period of three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other interim period or for any future period.

Use of Estimates in the Preparation of Financial Statements

Principles of Consolidation

Cash and Cash Equivalents

E.	Modification of equity-classified contracts

	The modification or exchange of equity-classified contracts, such as warrants that were classified as equity before the modification or exchange and remained eligible for equity classification after the modification, is accounted for in a similar manner to a modification of stock-based compensation. Accordingly, the incremental fair value from the modification or exchange (the change in the fair value of the instrument before and after the modification or exchange) is recognized as a reduction of retained earnings of increase of accumulated deficit as a deemed dividend. Modifications or exchanges that result in a decrease in the fair value of an equity-classified share-based payment awards are not recognized. In addition, the amount of the deemed dividend is also recognized as an adjustment to earnings available to common shareholders for purposes of calculating earnings per share.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of US Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

F.	Warrants

	Certain warrants that were issued to several holders are classified as a component of permanent equity since they are freestanding financial instruments that are legally detachable and separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of Ordinary Shares upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own shares. As such warrants were issued together with financial instruments that are not subsequently measured at fair value and the warrants were measured based on allocation of the proceeds received by the Company in accordance with the relative fair value basis. When applicable, direct issuance expenses that were allocated to certain warrants were deducted from additional paid-in capital.

Leases

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of US Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Basic and diluted loss per share


	US dollars (except share data)				US dollars (except share data)
	Six-month period ended June 30,				Three-month period ended June 30,
	(Unaudited)				(Unaudited)
	2024		2023		2024		2023

Numerator:
Net loss	$	7,416	$	2,462	$	4,489	$	1,176
Deemed dividend related to trigger of down round protection feature		-		855		-		855
Net loss attributable to common stockholders	$	7,416	$	3,317	$	4,489	$	2,031

Denominator:
Shares of Common Stock used in computing basic and diluted net loss per common stock		5,226,975		3,544,000		5,460,081		3,987,275
Shares of Common Stock to be issued upon exercise of pre-funded warrants		-		162,510		-		325,019
Shares of Common Stock to be issued upon achievement of second performance milestone		7,790		-		15,667		-
Weighted average number of Common Stock outstanding used in computing basic and diluted net loss per share		5,234,765		3,706,510		5,475,748		4,312,294
Basic and diluted net loss per common stock	$	1.42	$	0.89	$	0.82	$	0.47

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

SIGNIFICANT TRANSACTIONS

6 Months Ended

Jun. 30, 2024

Significant Transactions

SIGNIFICANT TRANSACTIONS

NOTE 3 - SIGNIFICANT TRANSACTIONS

A.	Exercise of pre-funded warrants

	On January 3, 2024, a number of 395,294 pre-funded warrants granted through underwritten public offering in April 2023 have been fully exercised into the same number of shares of Common Stock of the Company.

B.	Exchange Agreement

	On February 13, 2024, the Company entered into an Exchange Agreement with certain warrant holders (the “Holders”), pursuant to which the Company and the Holders agreed to exchange (the “Exchange”) warrants with down round protection feature exercisable to common shares (the “Warrants”) owned by the Holders for shares of Common Stock to be issued by the Company.

	On February 13, 2024, the Company closed the Exchange and issued to the Holders on February 15, 2024 an aggregate of 718,641 shares of Common Stock in exchange for 876,391 Warrants (the “Shares”).

	It was also agreed that the Holders will not, during the period (“Lock-Up Period”) (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares, (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares of, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to, the registration of any Shares or any security convertible into or exercisable or exchangeable for shares of common stock, or (iv) publicly announce an intention to effect any transaction specific in clause (i), (ii) or (iii) above, provided however that the Holder, during the Lock-Up Period, may (a) sell or contract to sell Shares at a price higher than $0.50 per Share on any trading day up to 10% of the daily volume of Shares or (b) sell or contract to sell Shares at a price higher than $0.80 per Share on any trading day with no limitation on volume. The Lock-Up Period shall expire at the earliest of (i) 365 days after the date hereof or (ii) until the Shares traded above $1.00 per Share for five consecutive trading days. The Company accounted for the Exchange of the aforesaid warrants with shares as deemed dividend which was calculated at the closing date by the management using the assistance of external appraiser as the excess of fair value of the share to be issued after taking into consideration a discount for lack of marketability at a rate of 16.81% over the Lock-Up Period over the fair value of the original equity instrument (i.e. warrants which included down round protection feature). However, since the fair value of the new equity instrument was estimated as lesser than the fair value of the replaced equity instrument, deemed dividend was not recorded.

C.	Lease Agreement

	On February 19, 2024, the Company entered into Lease Agreement (the “Agreement”) with Tapsak Enterprises LLC dba Virginia Analytical (the “Landlord”) under which it was agreed that the Company will lease from the Landlord a premises located in Front Royal, Virginia area for a monthly rental fee of $2.5 over a period of 3-years commencing March 1, 2024 through February 28, 2027 (the “Initial Lease Period”). Security deposit of $2.5 which represents payment of one month is held by the Landlord which will be return to the Company at the end of the Initial Lease Period.

	In addition, the Company has an option to renew the Initial Lease Period for another two additional periods of 3-years each following the Initial Lease Period (the “Option Term”), following advanced notice as defined in the Agreement. The monthly rental fee over the Option Term shall be the fair market rate determined as what is a comparable cost for similar property in Front Royal, Virginia area.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

NOTE 3 - SIGNIFICANT TRANSACTIONS (CONT.)

C.	Lease Agreement (Cont.)

As part of the leasing period, the Company considered only the Initial Lease Period as the realization of the option to extend the period was not considered as reasonably certain.

Operating lease:

SCHEDULE OF OPERATING LEASE

	June 30, 2024

Operating right of use asset	$	71
Current operating lease liability	$	25
Non-Current operating lease liability	$	46

Maturity analysis of the Company’s lease liability:

	June 30, 2024

Less than one year	$	30
Between 1-2 years		30
More than 2 years		20

Total operating lease payments	$	80

Less: imputed interest	$	(9	)

Present value of lease liabilities	$	71

Additional information on lease

The following is a summary of weighted average remaining lease terms and discount rate for Company’s leases:

	June 30, 2024
Lease term (years)		2.92
Weighted average discount rate		9.03	%

Private Placement Agreement

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

NOTE 3 - SIGNIFICANT TRANSACTIONS (CONT.)

Adoption of 2024 Equity Incentive Plan and Reverse Share Split

Note and Warrant Purchase Agreements

Each Warrant has an exercise price of $4.95 per share and immediately exercisable and have a five-year term. Such Warrant was determined as eligible for equity classification.

	Fair value at Closing Date

Notes (1)	$	12
Warrants (2)		68
Fair value at Closing Date	$	80

	(1)	The fair value of the Notes was determined based on rating model using a discount rate of 12% which represented the Company’s applicable rate of risk, as determined by management.

	(2)	The fair value of the Warrants determined by management based on Black-Scholes pricing model taking into account expected stock price volatility of 245% and risk-free interest rate of 4.52%.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

COMMITMENTS AND CONTINGENT LIABILITIES

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 4 - COMMITMENTS AND CONTINGENT LIABILITIES

A.	On March 4, 2004, the Israeli Innovation Authority (IIA) provided Integrity Israel with a grant of approximately $93 (NIS 420,000), for its plan to develop a non-invasive blood glucose monitor (the “Development Plan”). Integrity Israel is required to pay royalties to the IIA at a rate ranging between 3-5% of the proceeds from the sale of the Company’s products arising from the Development Plan up to an amount equal to $93, plus interest at LIBOR from the date of grant. As to the replacement of the LIBOR benchmark rate, even though the IIA has not declared the alternative benchmark rate to replace the LIBOR, the Company does not believe it will have a significant impact. As of June 30, 2024, the remaining contingent liability with respect to royalty payment on future sales equals approximately $73, excluding interest. Such contingent obligation has no expiration date.

B.	On October 7, 2022 (“the Closing Date”), the Company entered into Intellectual Property Purchase Agreement (the “Agreement”) with Paul Goode, which is the Company’s Chief Executive Officer (the “Seller”), under which it was agreed that on and subject to the terms and conditions of the Agreement, at the Closing Date, Seller shall sell, assign, transfer, convey and deliver to the Company, all of Seller’s right, title and interest in and to the following assets, properties and rights (collectively, the “Purchased Assets”):

	(a)	All rights, title, interests in all current and future intellectual property, including, but not limited to patents, trademarks, trade secrets, industry know-how and other IP rights relating to an implantable continuous glucose sensor (collectively, the “Conveyed Intellectual Property”); and

	(b)	All the goodwill relating to the Purchased Assets.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

NOTE 4 - COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

(Cont.)

As of June 30, 2024, achievement of all other remaining performance milestones was not considered probable and thus no stock-based compensation expenses were recorded with respect to thereof.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 5 - SUBSEQUENT EVENTS

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

NOTE 5 - SUBSEQUENT EVENTS (Cont.)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

A.	Basis of Presentation

	The accompanying unaudited condensed interim consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, as was filed with the Securities and Exchange Commission (“SEC”) on March 28, 2024. The unaudited condensed interim consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature.

	The results for the period of three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other interim period or for any future period.

Use of Estimates in the Preparation of Financial Statements

Use of Estimates in the Preparation of Financial Statements

Principles of Consolidation

Principles of Consolidation

Cash and Cash Equivalents

Cash and Cash Equivalents

Modification of equity-classified contracts

E.	Modification of equity-classified contracts

	The modification or exchange of equity-classified contracts, such as warrants that were classified as equity before the modification or exchange and remained eligible for equity classification after the modification, is accounted for in a similar manner to a modification of stock-based compensation. Accordingly, the incremental fair value from the modification or exchange (the change in the fair value of the instrument before and after the modification or exchange) is recognized as a reduction of retained earnings of increase of accumulated deficit as a deemed dividend. Modifications or exchanges that result in a decrease in the fair value of an equity-classified share-based payment awards are not recognized. In addition, the amount of the deemed dividend is also recognized as an adjustment to earnings available to common shareholders for purposes of calculating earnings per share.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of US Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Warrants

F.	Warrants

	Certain warrants that were issued to several holders are classified as a component of permanent equity since they are freestanding financial instruments that are legally detachable and separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of Ordinary Shares upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own shares. As such warrants were issued together with financial instruments that are not subsequently measured at fair value and the warrants were measured based on allocation of the proceeds received by the Company in accordance with the relative fair value basis. When applicable, direct issuance expenses that were allocated to certain warrants were deducted from additional paid-in capital.

Leases

Leases

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of US Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Basic and diluted loss per share

Basic and diluted loss per share


	US dollars (except share data)				US dollars (except share data)
	Six-month period ended June 30,				Three-month period ended June 30,
	(Unaudited)				(Unaudited)
	2024		2023		2024		2023

Numerator:
Net loss	$	7,416	$	2,462	$	4,489	$	1,176
Deemed dividend related to trigger of down round protection feature		-		855		-		855
Net loss attributable to common stockholders	$	7,416	$	3,317	$	4,489	$	2,031

Denominator:
Shares of Common Stock used in computing basic and diluted net loss per common stock		5,226,975		3,544,000		5,460,081		3,987,275
Shares of Common Stock to be issued upon exercise of pre-funded warrants		-		162,510		-		325,019
Shares of Common Stock to be issued upon achievement of second performance milestone		7,790		-		15,667		-
Weighted average number of Common Stock outstanding used in computing basic and diluted net loss per share		5,234,765		3,706,510		5,475,748		4,312,294
Basic and diluted net loss per common stock	$	1.42	$	0.89	$	0.82	$	0.47

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

SCHEDULE OF ANTIDILUTIVE NET LOSS AND WEIGHTED AVERAGE


	US dollars (except share data)				US dollars (except share data)
	Six-month period ended June 30,				Three-month period ended June 30,
	(Unaudited)				(Unaudited)
	2024		2023		2024		2023

Numerator:
Net loss	$	7,416	$	2,462	$	4,489	$	1,176
Deemed dividend related to trigger of down round protection feature		-		855		-		855
Net loss attributable to common stockholders	$	7,416	$	3,317	$	4,489	$	2,031

Denominator:
Shares of Common Stock used in computing basic and diluted net loss per common stock		5,226,975		3,544,000		5,460,081		3,987,275
Shares of Common Stock to be issued upon exercise of pre-funded warrants		-		162,510		-		325,019
Shares of Common Stock to be issued upon achievement of second performance milestone		7,790		-		15,667		-
Weighted average number of Common Stock outstanding used in computing basic and diluted net loss per share		5,234,765		3,706,510		5,475,748		4,312,294
Basic and diluted net loss per common stock	$	1.42	$	0.89	$	0.82	$	0.47

SIGNIFICANT TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2024

Significant Transactions

SCHEDULE OF OPERATING LEASE

Operating lease:

SCHEDULE OF OPERATING LEASE

	June 30, 2024

Operating right of use asset	$	71
Current operating lease liability	$	25
Non-Current operating lease liability	$	46

SCHEDULE OF MATURITY ANALYSIS OF LEASE LIABILITY

Maturity analysis of the Company’s lease liability:

	June 30, 2024

Less than one year	$	30
Between 1-2 years		30
More than 2 years		20

Total operating lease payments	$	80

Less: imputed interest	$	(9	)

Present value of lease liabilities	$	71

SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATE

The following is a summary of weighted average remaining lease terms and discount rate for Company’s leases:

	June 30, 2024
Lease term (years)		2.92
Weighted average discount rate		9.03	%

SCHEDULE OF FAIR VALUE OF THE IDENTIFIED COMPONENTS

	Fair value at Closing Date

Notes (1)	$	12
Warrants (2)		68
Fair value at Closing Date	$	80

	(1)	The fair value of the Notes was determined based on rating model using a discount rate of 12% which represented the Company’s applicable rate of risk, as determined by management.

	(2)	The fair value of the Warrants determined by management based on Black-Scholes pricing model taking into account expected stock price volatility of 245% and risk-free interest rate of 4.52%.

GENERAL (Details Narrative) - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
GENERAL (Details Narrative) - USD ($) $ in Thousands	Jun. 27, 2024	Jun. 30, 2024	Dec. 31, 2023	Aug. 14, 2024	Jul. 30, 2024	Jul. 18, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accumulated deficit		$ 117,269	$ 109,853
Cash and cash equivalents		159	4,492
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net proceeds			$ 8,730
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net proceeds		500
Note And Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net proceeds	$ 80	$ 80
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash and cash equivalents				$ 4,360
Subsequent Event [Member] \| Convertible Notes Payable [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument face amount						$ 360
Subsequent Event [Member] \| Convertible Promissory Notes [Member] \| Warrants Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument face amount					$ 4,000

SCHEDULE OF ANTIDILUTIVE NET LOSS AND WEIGHTED AVERAGE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net loss	$ 4,489	$ 1,176	$ 7,416	$ 2,462
Deemed dividend related to trigger of down round protection feature		855		855
Net loss attributable to common stockholders	$ 4,489	$ 2,031	$ 7,416	$ 3,317
Weighted average number of Common Stock outstanding used in computing basic net loss per share	5,475,748	4,312,294	5,234,765	3,706,510
Weighted average number of Common Stock outstanding used in computing diluted net loss per share	5,475,748	4,312,294	5,234,765	3,706,510
Basic net loss per common stock	$ 0.82	$ 0.47	$ 1.42	$ 0.89
Diluted net loss per common stock	$ 0.82	$ 0.47	$ 1.42	$ 0.89
Common Stock [Member]
Net loss
Weighted average number of Common Stock outstanding used in computing basic net loss per share	5,460,081	3,987,275	5,226,975	3,544,000
Weighted average number of Common Stock outstanding used in computing diluted net loss per share	5,460,081	3,987,275	5,226,975	3,544,000
Prefunded Warrants [Member]
Weighted average number of Common Stock outstanding used in computing basic net loss per share		325,019		162,510
Weighted average number of Common Stock outstanding used in computing diluted net loss per share		325,019		162,510
Performance Milestone [Member]
Weighted average number of Common Stock outstanding used in computing basic net loss per share	15,667		7,790
Weighted average number of Common Stock outstanding used in computing diluted net loss per share	15,667		7,790

SCHEDULE OF OPERATING LEASE (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Significant Transactions
Operating right of use asset	$ 71
Current operating lease liability	25
Non-Current operating lease liability	$ 46

SCHEDULE OF MATURITY ANALYSIS OF LEASE LIABILITY (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Lessee, Lease, Description [Line Items]
Total operating lease payments	$ 80
Less: imputed interest	(9)
Present value of lease liabilities	71
Less Than One Year [Member]
Lessee, Lease, Description [Line Items]
Total operating lease payments	30
Between 1 - 2 Years [Member]
Lessee, Lease, Description [Line Items]
Total operating lease payments	30
More Than 2 Years [Member]
Lessee, Lease, Description [Line Items]
Total operating lease payments	$ 20

SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATE (Details)	Jun. 30, 2024
Significant Transactions
Lease term (years)	2 years 11 months 1 day
Weighted average discount rate	9.03%

SCHEDULE OF FAIR VALUE OF THE IDENTIFIED COMPONENTS (Details)
$ in Thousands

Jun. 27, 2024

USD ($)

Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]

Fair value at Closing Date

$ 80

Notes [Member]

Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]

Fair value at Closing Date

^[1]

Warrants [Member]

Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]

Fair value at Closing Date

$ 68

^[2]

[1]	The fair value of the Notes was determined based on rating model using a discount rate of
[2]	The fair value of the Warrants determined by management based on Black-Scholes pricing model taking into account expected stock price volatility of 245% and risk-free interest rate of 4.52%.

SCHEDULE OF FAIR VALUE OF THE IDENTIFIED COMPONENTS (Details) (parentheticals)	Jun. 27, 2024
Significant Transactions
[custom:PercentageOfFairValueDiscountRate-0]	12.00%
Volatility	245.00%
Risk-free interest rate	4.52%

SIGNIFICANT TRANSACTIONS (Details Narrative) - USD ($)							3 Months Ended		6 Months Ended
SIGNIFICANT TRANSACTIONS (Details Narrative) - USD ($)	Jun. 27, 2024	Apr. 30, 2024	Apr. 22, 2024	Feb. 19, 2024	Feb. 13, 2024	Jan. 03, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Operating lease liability							$ 71,000		$ 71,000
Common stock share price							$ 0.001		$ 0.001		$ 0.001
Reverse stock split		one-for-five
Aggregate of shares	300,000,000
Notes payable description	The Notes bear simple interest at the rate of 3% per annum and are due and payable in cash on the earlier of: (i) twelve months from the date of the Note; or (ii) the date the Company raises third-party equity capital in an amount equal to or in excess of $1,000 (the “Maturity Date”). The Company may prepay the Notes at any time prior to the Maturity Date without penalty. If an event of default occurs, the then-outstanding principal amount of the Notes plus any unpaid accrued interest will accelerate and become immediately payable in cash.
Warrants exercise price	$ 4.95
Warrants term	5 years
Unsecured Promissory Notes [Member]
Aggregate principal amount	$ 100,000
Private Placement [Member]
Number of shares issued			79,366
Common stock share price			$ 6.3
Net proceeds			$ 500,000
Net proceeds									$ 500,000
Note And Warrant [Member]
Net proceeds	$ 80,000								$ 80,000
Exchange Agreement [Member]
Lock-up period conditions					(a) sell or contract to sell Shares at a price higher than $0.50 per Share on any trading day up to 10% of the daily volume of Shares or (b) sell or contract to sell Shares at a price higher than $0.80 per Share on any trading day with no limitation on volume.
Share price					$ 1.00
Lease Agreements [Member]
Monthly rental fee				$ 2,500
Lessee term of contract				3 years
Security deposit				$ 2,500
Operating lease liability				$ 79,000
Prefunded Warrants [Member]
Pre-funded warrants						395,294
Common Stock [Member]
Number of shares issued							79,366	1,075,294	79,366	1,075,294
Common Stock [Member] \| Exchange Agreement [Member]
Number of shares issued					718,641
Warrant [Member] \| Exchange Agreement [Member]
Number of shares issued					876,391

COMMITMENTS AND CONTINGENT LIABILITIES (Details Narrative)			1 Months Ended		3 Months Ended		6 Months Ended
	Oct. 07, 2022 shares	Mar. 04, 2004 USD ($)	May 31, 2024 shares	Jun. 20, 2023 shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($) shares	Mar. 04, 2004 ILS (₪)
Loss Contingencies [Line Items]
Restricted shares \| shares			30,000,000	20,000
Research and development expenses \| $							$ 131,000
Stock based compensation \| $							$ 228,000	$ 229,000
Common Stock [Member]
Loss Contingencies [Line Items]
Number of common shares issued \| shares					79,366	1,075,294	79,366	1,075,294
Stock based compensation \| $							$ 192,000
Discount rate							30.00%
Intellectual Property Purchase Agreement [Member] \| Common Stock [Member]
Loss Contingencies [Line Items]
Number of common shares issued \| shares	200,000,000
Israeli Innovation Authority [Member]
Loss Contingencies [Line Items]
Contingent consideration liability \| $		$ 93			$ 73		$ 73
Minimum [Member] \| Intellectual Property Purchase Agreement [Member] \| Common Stock [Member]
Loss Contingencies [Line Items]
Number of common shares issued \| shares	200,000,000
Commission as a percentage of aggregate sales price	1.50%
Minimum [Member] \| Intellectual Property Purchase Agreement [Member] \| Common Stock [Member] \| Trueup Shares [Member]
Loss Contingencies [Line Items]
Commission as a percentage of aggregate sales price	1.50%
Israeli Innovation Authority [Member]
Loss Contingencies [Line Items]
Contingent consideration liability		$ 93							₪ 420,000
Israeli Innovation Authority [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Royalty percentage maximum		3.00%
Israeli Innovation Authority [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Royalty percentage maximum		5.00%

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jul. 30, 2024	Jul. 18, 2024	Jun. 27, 2024
Subsequent Event [Line Items]
Third warrant per share			$ 4.95
Subsequent Event [Member]
Subsequent Event [Line Items]
Debt description of notice of default	(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.
Debt default long term debt amount	$ 50,000
Debt instrument term	10 years
Subsequent Event [Member] \| First Warrant [Member]
Subsequent Event [Line Items]
Issuance of common stock upon private placement transactions , shares	2,133,334
Third warrant per share	$ 1.875
Subsequent Event [Member] \| Second Warrant [Member]
Subsequent Event [Line Items]
Issuance of common stock upon private placement transactions , shares	1,523,810
Third warrant per share	$ 2.625
Subsequent Event [Member] \| Third Warrant [Member]
Subsequent Event [Line Items]
Issuance of common stock upon private placement transactions , shares	1,185,186
Third warrant per share	$ 3.375
Subsequent Event [Member] \| Convertible Notes Payable [Member]
Subsequent Event [Line Items]
Debt instrument face amount		$ 360
Debt instrument interest rate		8.00%
Convertible Notes Payable		$ 500
Debt Instrument, Convertible, Conversion Price		$ 1.56
Sale of stock issued price per share	$ 5.00
Subsequent Event [Member] \| Convertible Promissory Notes [Member]
Subsequent Event [Line Items]
Debt instrument description	(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 5 consecutive trading days, will automatically convert at a price equal to the 5 daily Volume Weighted Average Price (“VWAP”) of the Common Stock (subject to adjustment for any stock split, stock dividend, reverse stock split, combination or similar transaction).
Sale of stock description of transaction	(i) cash equal to 200% of the Note balance, or (ii) 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
Subsequent Event [Member] \| Convertible Promissory Notes [Member] \| Warrants Agreement [Member]
Subsequent Event [Line Items]
Debt instrument face amount	$ 4,000
Debt instrument interest rate	8.00%
Debt instrument description	(i) 12 months anniversary of Note, or (ii) the date of closing of a Sale Transaction (defined below) (the “Maturity Date”)