Chief Executive Officer Goode Paul converted options into 796 shares, acquired 1,500 shares and converted options into 15,435 shares, increasing direct ownership by 1,409% to 18,989 units (SEC Form 4)
$GCTK
Medical/Dental Instruments
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Glucotrack, Inc. [ GCTK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/14/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.001 per share | 11/14/2024 | C(5) | 796 | A | $31.2 | 2,054 | D | |||
| Common Stock, par value $0.001 per share | 02/05/2025 | J(8) | 1,500 | A | (8) | 3,554 | D | |||
| Common Stock, par value $0.001 per share | 03/12/2025 | X(7) | 15,435 | A | $0 | 18,989 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock option (right to buy) | $49 | 06/14/2024 | A | 3,277 | (1) | 06/14/2034 | Common Stock, par value $0.001 per share | 3,277 | $0 | 3,277 | D | ||||
| Warrants to Purchase Common Stock | $99 | 07/01/2024 | P | 2,100 | 07/01/2024 | 07/01/2029 | Common Stock, par value $0.001 per share | 2,100 | (2) | 2,100 | D | ||||
| Convertible Promissory Note | $31.2 | 07/18/2024 | P | $10,000 | (3)(4) | (3)(4) | Common Stock, par value $0.001 per share | 321 | $10,000 | $10,000 | D | ||||
| Convertible Promissory Note | $31.2 | 11/14/2024 | C(5) | $24,831 | (5) | (5) | Common Stock, par value $0.001 per share | 796 | $24,831 | $0 | D | ||||
| Series A Common Warrant | $5.6 | 11/14/2024 | A | 796 | 01/03/2025 | 01/03/2030 | Common Stock, par value $0.001 per share | 796 | (6) | 796 | D | ||||
| Series B Common Warrant | $5.6(6) | 11/14/2024 | A | 796 | 01/03/2025 | 07/03/2027 | Common Stock, par value $0.001 per share | 15,435 | (6) | 796 | D | ||||
| Series B Common Warrant | (6)(7) | 03/12/2025 | X(7) | 796 | 01/03/2025 | 07/03/2027 | Common Stock, par value $0.001 per share | 15,435 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. This stock option award is 100% vested. |
| 2. On July 1, 2025, the reporting person purchased a promissory note in the principal amount of $14,000 and an accompanying warrant to purchase shares of common stock, par value $0.001 per share (the "Common Stock") at an exercise price of $99.00 per share. |
| 3. On July 18, 2024, the reporting person purchased a convertible promissory note in the principal amount of $10,000 (the "Note"). The Note bears simple interest at the rate of eight percent (8%) per annum and is 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"). |
| 4. If not sooner repaid, all outstanding principal and accrued but unpaid interest on the Note (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 $31.20 (the "Floor Price"). |
| 5. On November 14, 2024, the issuer completed a Qualified Financing and all outstanding principal and accrued but unpaid interest on the Note converted into Common Stock at the Floor Price. |
| 6. On November 14, 2024, in connection with the conversion of the Note, the reporting person was issued Series A common warrants (the "Series A Common Warrants") to purchase Common Stock and Series B common warrants (the "Series B Common Warrants") to purchase Common Stock, each with an exercise price of $5.60 per share; provided that, at any time while the Series B Common Warrants are outstanding, the holder could exercise the Series B Common Warrants on a cashless basis pursuant to an alternate cashless exercise option, pursuant to which the holder of the Series B Common Warrant had the right to receive an aggregate number of shares of Common Stock equal to the product of (i) the aggregate number of shares of Common Stock that would be issuable upon a cash exercise rather than a cashless exercise of the Series B Common Warrant and (ii) 3.0 (the "Alternative Cashless Exercise"). |
| 7. On March 12, 2025, the reporting person effected an Alternative Cashless Exercise of the Series B Common Warrants and exercised the warrants on a cashless basis via a warrant exchange for 15,435 shares of Common Stock. |
| 8. On October 7, 2022, the reporting person entered into an into Intellectual Property Purchase Agreement (the "IP Purchase Agreement") with the issuer, pursuant to which the reporting person is entitled to certain specified milestone payments, payable in Common Stock, as set forth in the IP Purchase Agreement. Upon the achievement of the first and second milestones contemplated by the IP Purchase Agreement, the reporting person was issued 1,500 shares of Common Stock, pursuant to the terms of the IP Purchase Agreement. |
| Remarks: |
| Note: On May 17, 2024, a 1-for-5 reverse stock split of the Issuer's common stock, par value $0.001 per share (the "Common Stock") was implemented (the "2024 Reverse Split"). On February 25, 2025, a 1-for-20 reverse stock split of the Common Stock was implemented (the "2025 Reverse Split," and together with the 2024 Reverse Split, the "Reverse Stock Splits"). All figures presented in this Form 4 reflect the Reverse Stock Splits. |
| /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact | 03/28/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||