Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Sales Agreement

On December 17, 2024, GlucoTrack, Inc. (the "Company") entered into an ATM sales agreement (the "Sales Agreement") with Dawson James Securities, Inc. ("Dawson James"), pursuant to which the Company agreed to issue and sell (the "Offering") shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), having an aggregate offering price of up to $8.23 million, from time to time, through an "at-the-market" equity offering program under which Dawson James will act as sales agent (the "Agent").

Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be sold or the gross proceeds to be raised, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Agent may sell the shares by methods deemed to be an "at-the-market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made through the Nasdaq Stock Market LLC or on any other existing trading market for the Common Stock. The Company will pay the Agent a commission equal to three percent (3.0%) of the gross sales proceeds of Common Stock sold through it under the Sales Agreement, except where the Agent purchases Common Stock on a principal basis and the Company and Agent agree on a price mutually agreed upon at the relevant point of sale, and also has provided customary indemnification rights and has agreed to reimburse the Agent for certain specified expenses, including the fees and disbursements of their legal counsel. The Sales Agreement may be terminated by the Company upon prior notice to the Agent or by the Agent upon prior notice to the Company, or at any time under certain circumstances, including, but not limited to, the occurrence of a material adverse change in the Company. The Company is not obligated to sell any shares under the Sales Agreement.

Any sales of shares under the Sales Agreement will be made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-282297), including the related prospectus, that was filed with the Securities and Exchange Commission on September 23, 2024 and declared effective on October 3, 2024, as supplemented by a prospectus supplement dated December 17, 2024.

The foregoing description of the material terms of the Sales Agreement is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

A copy of the opinion of Nelson Mullins Riley & Scarborough LLP relating to the validity of the Common Stock issued in the Offering is filed herewith as Exhibit 5.1.