Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Shareholder Support Agreements

As previously disclosed, on November 14, 2024, Glucotrack, Inc., a Delaware corporation (the "Company") closed a best efforts public offering (the "Offering") for the offer and sale of an aggregate of (i) 2,437,340 shares (the "Shares") of its common stock, par value $0.001 per share ("Common Stock"), (ii) 4,756,900 pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 4,756,900 shares of Common Stock (the "Pre-Funded Warrant Shares") in lieu of Shares, (iii) 7,194,240 Series A Warrants (the "Series A Warrants") to purchase up to 7,194,240 shares of Common Stock (the "Series A Warrant Shares") and (iv) 7,194,240 Series B Warrants (the "Series B Warrants" and, together with the Series A Warrants, the "Common Warrants") to purchase up to 7,194,240 shares of Common Stock ("the "Series B Warrant Shares" together with the Series A Warrant Shares, the "Warrant Shares"). Each Share or Pre-Funded Warrant, as applicable, was sold together with one Series A Warrant to purchase one share of Common Stock and one Series B Warrant to purchase one Common Share. Simultaneously with the Closing, the Company closed a private placement offering that involved an existing investor, which is controlled by a director of the Company, converting approximately $4,093,112 of debt, which represented the then outstanding principal and accrued interest under an existing secured convertible promissory note on substantially the same terms as the Offering, resulting in the issuance of 2,640,717 shares of Common Stock (plus 2,640,717 accompanying Series A Common Warrants and 2,640,717 accompanying Series B Common Warrants) (the Concurrent Private Offering").

The issuance of Common Warrant Shares upon exercise of the Common Warrants is subject to stockholder approval under applicable rules and regulations of The Nasdaq Stock Market LLC ("Nasdaq") ("Stockholder Approval", and such proposal to be presented at the Special Meeting (as defined below), the "Issuance Proposal").

The Company intends to hold a meeting to obtain Stockholder Approval (the "Special Meeting") within 60 days following the closing of the Offering. In connection with the Offering, certain existing Company stockholders entered into support agreements (each a "Support Agreement") with the Company, pursuant to which certain existing Company stockholders agreed to vote their shares of Common Stock at the Special Meeting (i) to approve the Issuance Proposal, (ii) to approve the Concurrent Private Offering and the issuance of Common Stock underlying the Common Warrants sold in the Concurrent Private Offering, and (iii) to approve a reverse stock split of the Company's Common Stock at ratio of between to 1-for-2 and 1-for-20, with such ratio to be determined at the sole discretion of the board of directors of the Company.

The foregoing description of the Support Agreement is qualified in its entirety by reference to the full text of the form of Support Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as "believes," "expects," "intends," "plans," "estimates," "assumes," "may," "should," "will," "seeks," or other similar expressions. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to Nasdaq's determination as to whether the Company is able to obtain Stockholder Approval and those other risks under "Risk Factors" in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 28, 2024, and the Company's Quarterly Reports on Form 10-Q filed on May 15, 2024, August 13, 2024, and November 14, 2024. Most of these factors are outside the Company's control and are difficult to predict. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.