GlucoTrack Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
As described under “Charter Amendment Proposal” of Item 5.07 of this Current Report on Form 8-K, on January 3, 2025, Glucotrack, Inc. (the “Company”), held a special meeting of its stockholders (the “Special Meeting”), at which, among other matters of business acted upon, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the Company’s authorized shares of common stock, par value $0.001 per share (the “common stock”), from 100,000,000 to 250,000,000 (the “Certificate of Amendment”).
On January 3, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, and such amendment became effective immediately. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 3, 2025, the “Company held the Special Meeting. As of November 8, 2024, the record date for the Special Meeting, there were 5,772,026 shares of common stock issued and outstanding, entitled to 5,772,026 votes in the aggregate. Of the 5,772,026 votes that were eligible to be cast by the holders of common stock at the Special Meeting, 2,082,184 votes, or approximately 36.1% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The proposals listed below are described in more detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on December 6, 2024 (the “Proxy Statement”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Proxy Statement. A summary of the proposals presented to and considered by the stockholders of the Company and the voting results at the Special Meeting are set forth below:
The Issuance Proposal - To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock issuable by the Company upon exercise of the Series A Warrants and the Series B Warrants. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,339,424 | 12,157 | 1,517 | 729,086 |
The Reverse Stock Split Proposal - To approve an amendment to Article IV of the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of between 1-for-2 and 1-for-20 (the “Reverse Stock Split”), with such ratio to be determined at the sole discretion of the board of directors of the Company (the “Board”), and with such Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,009,560 | 72,624 | — | — |
The Charter Amendment Proposal - To approve an amendment to Article IV of the Company’s Certificate of Incorporation to increase the number of the Company’s authorized shares of common stock from 100,000,000 shares to 250,000,000 shares. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,991,283 | 90,899 | 2 | — |
The Adjournment Proposal - To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the Issuance Proposal, the Reverse Stock Split Proposal, or the Charter Amendment Proposal at the Special Meeting (the “Adjournment Proposal”). The Adjournment Proposal was not presented at the Special Meeting since the Issuance Proposal, the Reverse Stock Split Proposal, and the Charter Amendment Proposal received sufficient favorable votes to be adopted.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Glucotrack, Inc., dated January 3, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 7, 2025 | ||
| GLUCOTRACK, INC. | ||
| By: | /s/ Paul Goode | |
| Name: | Paul Goode | |
| Title: | Chief Executive Officer | |