Private Placement Form 8 K

Item 3.02. Unregistered Sales of Equity Securities.

On September 5, 2024, Glucotrack, Inc, (the "Company") entered into a conversion agreement (the "Conversion Agreement") with an investor (the "Investor"), pursuant to which the Company agreed to convert approximately $259,300.00 of debt (the "Debt") held by the Investor to common stock, par value $0.001 per share of the Company (the "common stock") at a conversion price of $1.02 per share.

Also in satisfaction of the Debt and pursuant to the Conversion Agreement, the Company issued the Investor three warrants (each a "Warrant"). Each Warrant becomes exercisable on August 16, 2025 and has term of 10 years. The Warrants are exercisable for cash only and have no price-based antidilution. The first Warrant is for 138,299 shares of common stock, exercisable at $1.875 per share. The second Warrant is for 98,785 shares of common stock, exercisable at $2.625 per share. The third Warrant is for 76,833 shares of common stock, exercisable at $3.375 per share. The Warrants are subject to a beneficial ownership limitation such that the Warrants are not exercisable to the extent that, after giving effect to such exercise, the holder (together with certain related parties) would beneficially own in excess of 4.99%, or the "Maximum Percentage", of shares of common stock outstanding immediately after giving effect to such exercise. The Maximum Percentage may be raised or lowered to any other percentage not in excess of 9.99%, at the option of the holder, except that any increase will only be effective upon 61 days' prior notice to the Company.

The common stock and any equity securities issuable upon exercise of the Warrants (the "Securities") were not registered under the Securities Act of 1933, as amended (the "Securities Act"), and were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Investor. Accordingly, the Securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.