Director Ballantyne John was granted 4,126 shares, acquired $4,093,116 worth of shares (132,036 units at $31.00) and converted options into 2,560,553 shares (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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Glucotrack, Inc. [ GCTK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/30/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | J(1)(2) | 132,036 | A | $31 | 183,039 | I(3) | John A. Ballantyne Rev Trust 08/01/2017 | ||
| Common Stock, par value $0.001 per share | 03/12/2025 | X(5) | 2,560,553 | A | $0 | 2,743,591 | I(3) | John A. Ballantyne Rev Trust 08/01/2017 | ||
| Common Stock, par value $0.001 per share | 03/26/2025 | A | 4,126 | A | $0 | 4,126 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Warrants to Purchase Common Stock | $37.5 | 07/30/2024 | P(1)(2) | 106,667 | 07/30/2025 | 07/30/2034 | Common Stock, par value $0.001 per share | 106,667 | (1)(2) | 106,667 | I(3) | John A. Ballantyne Rev Trust 08/01/2017 | |||
| Warrants to Purchase Common Stock | $52.5 | 07/30/2024 | P(1)(2) | 76,191 | 07/30/2025 | 07/30/2034 | Common Stock, par value $0.001 per share | 76,191 | (1)(2) | 76,191 | I(3) | John A. Ballantyne Rev Trust 08/01/2017 | |||
| Warrants to Purchase Common Stock | $67.5 | 07/30/2024 | P(1)(2) | 59,260 | 07/30/2025 | 07/30/2034 | Common Stock, par value $0.001 per share | 59,260 | (1)(2) | 59,260 | I(3) | John A. Ballantyne Rev Trust 08/01/2017 | |||
| Series A Common Warrant | $5.6 | 11/14/2024 | A | 132,036 | 01/03/2025 | 01/03/2030 | Common Stock, par value $0.001 per share | 132,036 | (4) | 132,036 | I(3) | John A. Ballantyne Rev Trust 08/01/2017 | |||
| Series B Common Warrant | $5.6(4) | 11/14/2024 | A | 132,036 | 01/03/2025 | 07/03/2027 | Common Stock, par value $0.001 per share | 2,560,553 | (4) | 132,036 | I(3) | John A. Ballantyne Rev Trust 08/01/2017 | |||
| Series B Common Warrant | (4)(5) | 03/12/2025 | X(5) | 132,036 | 01/03/2025 | 07/03/2027 | Common Stock, par value $0.001 per share | 2,560,553 | $0 | 0 | I(3) | John A. Ballantyne Rev Trust 08/01/2017 | |||
| Explanation of Responses: |
| 1. On July 30, 2024, the issuer entered into a convertible promissory note and three warrant agreements (the "Warrants") with the John A. Ballantyne Rev Trust 08/01/2017 (the "Ballantyne Trust"), providing for the private placement of a secured convertible promissory note in the aggregate principal amount of $4,000,000 (the "Note"). The Note did not have a fixed conversion price, and the conversion price was dependent on the market price of the issuer's common stock, par value $0.001 per share (the "Common Stock"). |
| 2. On November 14, 2024, the issuer completed a public offering (the "Offering"). In connection with the Offering, the Ballantyne Trust agreed to convert approximately $4,093,112 of debt, which represented the outstanding principal and accrued interest under the Note, on substantially the same terms as the Offering, resulting in the issuance of 132,036 shares of Common Stock (plus 132,036 accompanying Series A common warrants (the "Series A Common Warrants") and 132,036 accompanying Series B common warrants (the "Series B Common Warrants")), based on a conversion price of $31.00 per share (the "Conversion"), which is equal to the consolidated closing bid price of the Common Stock on the Nasdaq Capital Market on November 12, 2024, the day prior to the date the securities purchase agreement governing the Conversion was executed. |
| 3. John A. Ballantyne is the trustee of the Ballantyne Trust and has sole voting and investment power over all securities owned by the Ballantyne Trust. |
| 4. On November 14, 2024, in connection with the Conversion, the Ballantyne Trust was issued Series A Common Warrants to purchase Common Stock and Series B Common Warrants to purchase Common Stock, each at 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"). |
| 5. On March 12, 2025, the Ballantyne Trust effected an Alternative Cashless Exercise of the Series B Common Warrants and exercised the warrants on a cashless basis via warrant exchange for 2,560,553 shares of Common Stock. |
| 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 | 03/31/2025 | |
| ** 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. | ||