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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2025
GLUCOTRACK, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41141 | 98-0668934 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 301 Rte. 17 North, Ste. 800, Rutherford, NJ | 07070 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (201) 842-7715
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | GCTK | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2025, Glucotrack, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). As further discussed below, at the Annual Meeting, the Company’s stockholders approved a proposal to amend (the “Amendment”) the Glucotrack, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) to increase the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) available for issuance under the 2024 Plan to 7,500,000 shares of Common Stock. There were no other changes to the 2024 Plan. The board of directors of the Company had previously approved the Amendment on April 17, 2025.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The disclosure set forth below in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Summary of Proposals Submitted to Stockholders
At the Annual Meeting, the following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2025:
| Proposal 1: | The election of five directors, each to serve until the 2026 annual meeting of stockholders. | |
| Proposal 2: | The ratification of the appointment of Fahn Kanne & Co. Grant Thornton Israel as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025. | |
| Proposal 3: | The approval of 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 specific ratio, not to exceed 1 for 100, to be determined at the sole discretion of the Company’s management (the “Reverse Stock Split”). | |
| Proposal 4: | The approval of an amendment to the 2024 Plan to increase the number of shares of Common Stock available for issuance under the 2024 Plan to 7,500,000 shares. |
Voting Results
On the record date, there were 25,585,853 shares of Common Stock issued and outstanding. Of the 25,585,853 votes that were eligible to be cast by the holders of the Common Stock at the Annual Meeting, 11,339,896 votes, or approximately 44.32% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Directors.
The Company’s stockholders elected the following directors to serve until the 2026 annual meeting of stockholders. The votes regarding the election of these directors were as follows:
| Director Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Andrew Balo | 4,761,129 | 593,531 | 533,255 | 5,451,981 | ||||
| Victoria Carr-Brendel | 4,812,601 | 578,755 | 496,559 | 5,451,981 | ||||
| Erin Carter | 4,777,453 | 614,903 | 495,559 | 5,451,981 | ||||
| Paul V. Goode | 4,607,013 | 819,312 | 461,590 | 5,451,981 | ||||
| Luis Malave | 4,818,065 | 591,731 | 478,119 | 5,451,981 |
Proposal 2: Ratification of the Appointment of Fahn Kanne & Co. Grant Thornton Israel.
The Company’s stockholders ratified the appointment of Fahn Kanne & Co. Grant Thornton Israel as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 10,264,925 | 863,848 | 211,123 | — |
Proposal 3: Approval of the Reverse Stock Split.
The Company’s stockholders approved the proposal to amend Article IV of the Company’s Certificate of Incorporation to effect the Reverse Stock Split. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,368,169 | 3,921,361 | 50,366 | — |
Proposal 4: Approval of Amending the 2024 Plan.
The Company’s stockholders approved the proposal to amend the 2024 Plan to increase the number of shares of Common Stock available for issuance under the 2024 Plan. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,651,542 | 2,178,101 | 58,272 | 5,451,981 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Amendment to Glucotrack, Inc. 2024 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 23, 2025 | ||
| GLUCOTRACK, INC. | ||
| By: | /s/ Paul Goode | |
| Name: | Paul Goode | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
AMENDMENT TO
GLUCOTRACK, INC. 2024
EQUITY INCENTIVE PLAN
This Amendment (this “Amendment”) to the Glucotrack, Inc. 2024 Equity Incentive Plan, as amended (the “Plan”) is dated as of May 22, 2025 (“Effective Date”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
WHEREAS, the Company currently maintaining the Plan;
WHEREAS, pursuant to Section 18 of the Plan, the Board may at any time amend, alter, suspend, or terminate the Plan; and
WHEREAS, the Board believes that it is in the best interests of the Company and its shareholders to amend the Plan to increase the shares subject to the Plan.
NOW, THEREFORE, the following amendments and modifications are hereby made a part of the Plan effective as of the date hereof:
1. Subject to the approval of the Company’s shareholders, effective as of the Effective Date, the first sentence of Section 4(a) of the Plan is hereby amended in its entirety to read as follows:
“Subject to the provisions of Section 14, the maximum aggregate number of Shares that may be issued under the Plan is 7,500,000 (the “Plan Share Limit”).”.
2. Full Force and Effect. In all other respects, the Plan, as amended, is hereby ratified and confirmed and shall remain in full force and effect.
3. Construction. This Amendment shall be construed in accordance with the internal law of the State of Delaware.
IN WITNESS WHEREOF, the Company has executed this Amendment to the 2024 Equity Incentive Plan as of the Effective Date.
| GLUCOTRACK, INC. | ||
| By: | /s/ Paul Goode | |
| Name: | Paul Goode | |
| Title: | Chief Executive Officer | |