SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Malave Luis

(Last)

(First)

(Middle)

C/O GLUCOTRACK, INC.

301 RTE. 17 NORTH, SUITE 800

(Street)

RUTHERFORD

07070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Glucotrack, Inc. [ GCTK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	09/30/2021		A		8	A	$0	8	D
Common Stock, par value $0.001 per share	12/31/2021		A		11	A	$0	19	D
Common Stock, par value $0.001 per share	03/31/2022		A		25	A	$0	44	D
Common Stock, par value $0.001 per share	06/30/2022		A		34	A	$0	78	D
Common Stock, par value $0.001 per share	10/04/2022		A		44	A	$0	122	D
Common Stock, par value $0.001 per share	01/09/2023		A		29	A	$0	151	D
Common Stock, par value $0.001 per share	04/20/2023		A		121	A	$0	272	D
Common Stock, par value $0.001 per share	12/31/2023		A		362	A	$0	634	D
Common Stock, par value $0.001 per share	04/08/2024		A		489	A	$0	1,123	D
Common Stock, par value $0.001 per share	11/14/2024		C⁽³⁾		6,886	A	$31.2	8,009	D
Common Stock, par value $0.001 per share	03/12/2025		X⁽⁵⁾		133,532	A	$0	141,541	D
Common Stock, par value $0.001 per share	03/26/2025		A		2,076	A	$0	143,617	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note	$31.2	07/18/2024		P		$200,000		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock, par value $0.001 per share	6,411	$200,000	$200,000	D
Convertible Promissory Note	$31.2	11/14/2024		C⁽³⁾			$214,831	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock, par value $0.001 per share	6,886	$214,831	0	D
Series A Common Warrant	$5.6	11/14/2024		A		6,886		01/03/2030	07/03/2027	Common Stock, par value $0.001 per share	6,886	⁽⁴⁾	6,886	D
Series B Common Warrant	$5.6⁽⁴⁾	11/14/2024		A		6,886		01/03/2030	07/03/2027	Common Stock, par value $0.001 per share	133,532	⁽⁴⁾	6,886	D
Series B Common Warrant	⁽⁴⁾⁽⁵⁾	03/12/2025		X⁽⁵⁾			6,886	01/03/2030	07/03/2027	Common Stock, par value $0.001 per share	133,532	$0	0	D

Explanation of Responses:

1. On July 18, 2024, the reporting person purchased a convertible promissory note in the principal amount of $200,000 (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").

2. 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").

3. 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, par value $0.001 per share (the "Common Stock") at the Floor Price.

4. 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").

5. 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 133,532 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.

Director Malave Luis was granted 3,199 shares, converted options into 6,886 shares and converted options into 133,532 shares (SEC Form 4)