Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On July 18, 2024, Glucotrack, Inc. (the "Company") entered into a series of convertible promissory notes with certain investors (the "Investors"), providing for the private placement of unsecured convertible promissory notes in the aggregate principal amount of $350,000 (the "Notes" and each a "Note").

The Notes bear simple interest at the rate of eight percent (8%) per annum and are due and payable in cash on the earlier of: (a) the twelve (12) month anniversary of Note, or (b) the date of closing of a Qualified Financing (defined below) (the "Maturity Date"). Interest will be computed on the basis of a 365-day year.

Except with regard to 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 $500,000 (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 (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.

The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.