As
filed with the Securities and Exchange Commission on October 24, 2024
Registration
Statement No. 333-282158
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1
to
Form
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Glucotrack,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
3841 |
|
98-0668934 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
301
Rte. 17 North, Ste. 800,
Rutherford,
NJ 07070
(201)
842-7715
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Paul
Goode
Chief
Executive Officer
Glucotrack,
Inc.
301
Rte. 17 North, Ste. 800,
Rutherford,
NJ 07070
(201)
842-7715
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
David
Mannheim, Esq.
Howard
Hirsch, Esq.
Kaylen
Loflin, Esq.
Nelson
Mullins Riley & Scarborough LLP
301
Hillsborough Street, Suite 1400
Raleigh,
NC 27603
(919)
329-3800
|
|
Ralph
V. De Martino, Esq.
Marc
E. Rivera, Esq.
ArentFox
Schiff LLP
1717
K Street NW
Washington,
DC 20006
(202)
857-6000 |
Approximate
date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities pursuant to this prospectus until
the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject
to Completion, Dated October 24, 2024
PRELIMINARY
PROSPECTUS
GLUCOTRACK,
INC.
Up
to Shares of Common Stock
Up to
Pre-Funded Warrants to Purchase Shares of Common Stock
Up
to Series A Common Warrants to Purchase up to
Shares of Common Stock
Up to
Series B Common Warrants to Purchase up to Shares of Common Stock
Up to
Placement Agent Warrants to Purchase up to Shares of Common Stock
Up
to Shares of Common Stock Underlying the Pre-Funded Warrants, Series
A Common Warrants.
Series
B Common Warrants, and Placement Agent Warrants
We
are offering up to shares of our common stock, par value $0.001 per share (the “Common Stock”) together with Series A
common warrants to purchase up to shares of Common
Stock (the “Series A Common Warrants”) and Series B common warrants to purchase up to
shares of Common Stock (the “Series B Common Warrants” and together with the Series A Warrants, the “Common Warrants”).
Each share of our Common Stock or a Pre-Funded Warrant (defined below) in lieu thereof, is being sold together with a Series A
Common Warrant to purchase one share of our Common Stock and a Series B Common Warrant to purchase one share of our Common Stock.
The shares of Common Stock and Common Warrants are immediately separable and will be issued separately in this offering but must
be purchased together in this offering. The assumed combined public offering price for each share of Common Stock and accompanying Common
Warrants is $ , which is equal to the closing price of our Common Stock on the Nasdaq
Capital Market on ,
2024. Each Series A Common Warrant will have an exercise price per share of $ , and will be exercisable
beginning on . The Series A Warrants will expire on .
The Series B Warrants will have an exercise price per share of $ and will be exercisable beginning
on . The Series B Warrants will expire on .
Because
a purchaser’s purchase of shares of Common Stock in this offering could otherwise result in the purchaser, together with its affiliates
and certain related parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of our outstanding Common
Stock immediately following consummation of this offering, we are offering to the purchasers pre-funded warrants to purchase up to shares
of Common Stock (the “Pre-Funded Warrants”) in lieu of shares of Common Stock. Each Pre-Funded Warrant will be exercisable
for one share of our Common Stock. The purchase price of each Pre-Funded Warrant is $ , which is equal
to the price per share at which the shares of Common Stock are being sold to the public in this offering, minus $0.001 per share, and
the exercise price of each Pre-Funded Warrant will be $0.001 per share. For each Pre-Funded Warrant that we sell, the number of shares
of our Common Stock offered will be decreased on a one-for-one basis. This offering also relates to the shares of Common Stock issuable
upon exercise of the Common Warrants (the “Common Warrant Shares”), the shares of Common Stock issuable upon exercise
of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”), and the shares of Common Stock issuable upon exercise of
Placement Agent Warrants (defined below).
Our
Common Stock is listed for trading on the Nasdaq Capital Market under the symbol “GCTK”. The last reported sale price of
our Common Stock on the Nasdaq Capital Market on ,
2024 was $ per share. All share, Common Warrant and Pre-Funded Warrant numbers are based on
an assumed combined public offering price of $ per share and the accompanying Common
Warrants and $ per Pre-Funded Warrant and the accompanying Common Warrants,
based on the closing price of the Company’s Common Stock on ,
2024 as reported on the Nasdaq Capital Market. The actual combined public offering price per share of Common Stock and accompanying Common
Warrants, and per Pre-Funded Warrant and accompanying Common Warrants, will be fixed for the duration of this offering
and will be determined between us and purchasers based on market conditions at the time of pricing, and may be at a discount to the then
current market price of our Common Stock. The recent market price used throughout this prospectus may not be indicative of the actual
combined public offering price. The actual combined public offering price may be based upon a number of factors, including our history
and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive
officers and the general condition of the securities markets at the time of this offering. There is no established public trading market
for the Common Warrants or Pre-Funded Warrants, and we do not expect a market for the Common Warrants or the Pre-Funded Warrants to develop.
We do not intend to list the Common Warrants or Pre-Funded Warrants on the Nasdaq Capital Market, any other national securities exchange
or any other trading system. Without an active trading market, the liquidity of the Common Warrants and the Pre-Funded Warrants will
be limited.
There
is no established public trading market for the Common Warrants or the Pre-Funded Warrants, and we do not intend to list the Common Warrants
or the Pre- Funded Warrants on any national securities exchange or trading system. Without an active trading market, the liquidity of
the Common Warrants and the Pre-Funded Warrants will be limited. We anticipate that the shares of our Common Stock to be issued upon
exercise of the Common Warrants and the Pre- Funded Warrants will trade on The Nasdaq Capital Market.
We
have engaged Dawson James Securities, Inc. (the “placement agent” or “Dawson”) to act as our exclusive
placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the
sale of the securities offered in this offering. The placement agent is not purchasing or selling any of the securities we are offering,
and the placement agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. There
is no required minimum number of securities that must be sold as a condition to completion of this offering, and there are no arrangements
to place the funds in an escrow, trust, or similar account. We may sell fewer than all of the securities offered hereby, which may significantly
reduce the amount of proceeds received by us, and investors in this offering will not receive a refund if we do not sell all of the securities
offered hereby. This offering will terminate on ,
2024, [unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one
closing for all the securities purchased in this offering]. We have agreed to pay the placement agent the placement agent fees as set
forth in the table below, which assumes we sell all of the securities offered by this prospectus. See “Plan of Distribution”
on page of this prospectus for more information regarding these arrangements.
We
are a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and as such are subject to reduced public company reporting requirements for this prospectus and future filings. See
“Prospectus Summary – Implication of Being a Smaller Reporting Company.”
| |
Per Share of Common Stock and Accompanying
Common Warrants | | |
Per Pre- Funded Warrant and Accompanying
Common Warrants | | |
Total | |
Public Offering price | |
$ | | | |
$ | | | |
$ | | |
Placement Agent fees(1) | |
$ | | | |
$ | | | |
$ | | |
Proceeds to Glucotrack, Inc., before expenses(2)(3) | |
$ | | | |
$ | | | |
$ | | |
(1) |
We
have agreed to pay the placement agent cash fee equal to 8.0% of the gross proceeds of this offering. See “Plan
of Distribution” for additional disclosure regarding compensation payable to the placement agent. |
|
|
(2) |
Because
there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public
offering amount, placement agent fees and proceeds to us, if any, are not presently determinable and may be substantially less than
the total maximum offering amounts set forth above. For more information, see “Plan of Distribution.” |
|
|
(3) |
The
amount of offering proceeds to us presented in this table does not give effect to any exercise of the Common Warrants or the Pre-Funded
Warrants. |
INVESTING
IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES IN THE SECTION ENTITLED “RISK
FACTORS” BEGINNING ON PAGE 8 OF THIS PROSPECTUS AND IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE BEFORE
PURCHASING ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire
prospectus and any amendments or supplements carefully before you make your investment decision.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
delivery to the purchasers of the shares of Common Stock, Pre-Funded Warrants, and Common Warrants in this offering is expected to be
made on or about ,
2024, subject to satisfaction of certain customary closing conditions.
Sole
Placement Agent
Dawson
James Securities, Inc.
The
date of this prospectus is , 2024
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we have filed with the SEC. You should rely only on the information contained in
this prospectus or any related prospectus supplement. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. The information contained in this prospectus is accurate
only on the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such
date. Other than as required under the federal securities laws, we undertake no obligation to publicly update or revise such information,
whether as a result of new information, future events or any other reason. This prospectus contains summaries of certain provisions contained
in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries
are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be
filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may
obtain copies of those documents as described below under “Where You Can Find More Information.”
This
prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the securities
covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this
prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to
the offering and the distribution of this prospectus applicable to those jurisdictions.
This
prospectus and the information incorporated by reference herein and therein contains references to trademarks, trade names and service
marks belonging to us or other entities. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus
may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable owner will
not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display
of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us
by, any other companies. All trademarks, trade names, and service marks included or incorporated by reference into this prospectus are
the property of their respective owners.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements within the meaning of the federal securities laws. We make such forward-looking statements
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. You
can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,”
“intend,” “estimate,” “project,” “will,” “should,” “may,” “plan,”
“assume” and other expressions that predict or indicate future events and trends and that do not relate to historical matters.
You should not unduly rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors,
some of which are beyond our control. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing
statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that are
difficult to predict. Therefore, our actual results could differ materially from those expressed or implied in any forward-looking statements
as a result of various factors. Such factors include, but are not limited to, the following:
| ● | our
ability to manufacture, market and sell our products; |
| | |
| ● | our
ability to launch and penetrate markets;
|
| | |
| ● | our
dependency upon effective operation with operating systems, devices, networks and standards
that we do not control and on our continued relationships with mobile operating system providers,
device manufacturers and mobile software application stores on commercially reasonable terms
or at all; |
| | |
| ● | our
ability to hire and retain key personnel; |
| | |
| ● | the
possibility of security and privacy breaches in our systems and in the third-party software
and/or systems that we use, damaging client relations and inhibiting our ability to grow; |
| | |
| ● | our
ability to internally develop new inventions and intellectual property; |
| | |
| ● | the
existence of undetected software defects in our products and our failure to resolve detected
defects in a timely manner; |
| | |
| ● | our
ability to remain a going concern; |
| | |
| ● | our
ability to raise additional capital and the risk of such capital not being available to us
at commercially reasonable terms or at all; |
| | |
| ● | our
ability to be profitable; |
| | |
| ● | interpretations
of current laws and the passages of future laws; |
| | |
| ● | acceptance
of our business model by investors; |
| | |
| ● | intense
competition in our industry and the markets in which we operate, and our ability to successfully
compete; |
| | |
| ● | the
risks inherent with international operations; |
| | |
| ● | the
impact of evolving information security and data privacy laws on our business and industry; |
| | |
| ● | the
impact of governmental regulations on our business and industry; |
| | |
| ● | our
ability to protect our intellectual property and our ability to operate our business without
infringing on the rights of others; |
| | |
| ● | the
risk of being delisted from Nasdaq if we fail to meet any of its applicable listing requirements;
and |
| | |
| ● | the
difficulty of predicting our quarterly revenues and operating results and the chance of such
revenues and results falling below analyst or investor expectations, which could cause the
price of our Common Stock to fall. |
These
forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially
different from the anticipated future results, performance or achievements expressed or implied by any forward-looking statements, including
the factors described under the heading “Risk Factors” in this prospectus, under similar headings in the documents
incorporated by reference into this prospectus, and the risk factors and cautionary statements described in other documents that we file
from time to time with the SEC, specifically under the heading “Item 1A: Risk Factors” and elsewhere in our most recent Annual
Report on Form 10-K for the year ended December 31, 2023 that was filed with the SEC on March 28, 2024, and any of our subsequent Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. You should evaluate all forward-looking statements made in this prospectus, including
the documents we incorporate by reference, in the context of these risks, uncertainties and other factors.
All
forward-looking statements in this prospectus, including the documents we incorporate by reference, apply only as of the date made and
are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to publicly
update or revise any forward-looking statements to reflect subsequent events or circumstances.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms
a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate
that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are
inherently uncertain, and you are cautioned not to unduly rely upon these statements.
PROSPECTUS
SUMMARY
This
summary highlights, and is qualified in its entirety by, the more detailed information and financial statements included elsewhere or
incorporated by reference in this prospectus. This summary does not contain all of the information that may be important to you in making
your investment decision. You should read this entire prospectus carefully, especially the “Risk Factors” section beginning
on page 8, and the financial statements and other information incorporated by reference into this prospectus. In this prospectus,
except as otherwise indicated, the terms “Glucotrack” “the Company,” “we,” “us,” or “our”
in this prospectus refer to Glucotrack, Inc., a Delaware corporation, and its wholly-owned subsidiaries.
About
Glucotrack, Inc.
The
Company was incorporated on May 18, 2010 under the laws of the State of Delaware. We
are a medical device company focused on the development of an Implantable Continuous Glucose Monitor (CGM) for persons with Type 1 diabetes
and insulin-dependent Type 2 diabetes (the “Glucotrack CBGM Product”).
The
Company was founded with a mission to develop Glucotrack®, a noninvasive glucose monitoring device designed to help people with diabetes
and pre-diabetics obtain glucose level readings without the pain, inconvenience, cost and difficulty of conventional (invasive) spot
finger stick devices. The first generation Glucotrack, which successfully received CE Mark approval, obtained glucose measurements via
a small sensor clipped onto one’s earlobe. A limited release beta test in Europe and the Middle East demonstrated the need for
an updated product with improved accuracy and human factors. As the glucose monitoring landscape rapidly moved away from point-in-time
measurement to continuous measurement since then, the Company recently determined that it would focus its efforts on developing its Implantable
continuous glucose monitor (“CGM”). As such, we have since withdrawn our CE Mark for Glucotrack and are no longer pursuing
commercialization of this product or development of any further iterations.
The
Company is currently developing an Implantable CBGM for use by Type 1 diabetes patients as well as insulin-dependent Type 2 patients.
Implant longevity is key to the success of such a device. We have continued to evolve our sensor chemistry following our successful in-vitro
feasibility study demonstrating that a minimum two-year implant life is highly probable with the current sensor design. Recently we announced
a 3-year longevity is feasible leveraging both in-vitro and in-silico test results. We have also completed our animal study with an initial
prototype system which demonstrated a simple implant procedure and good functionality. The results of both were recently presented in
poster form at the American Diabetes Association annual conference. The Company has also initiated a longer-term animal trial (to support
projected longevity studies) as well as development of its commercial device. A regulatory submission has been made for a first in human
study, expected to initiate in Q3 2024. Further to the above progress on our CBGM product, we have also successfully demonstrated continuous
glucose sensing in the epidural space. This latter approach is of importance for patients with painful diabetic neuropathy contemplating
spinal cord stimulation therapy for their condition. We believe our technology, if successful, has the potential to be more accurate,
more convenient and have a longer duration than other implantable glucose monitors that are either in the market or currently under development.
Our
Senior Management team includes; Chief Executive Officer and President, Paul V. Goode PhD, who has a decorated career developing innovative
medical technologies, including at DexCom, Inc. (“DexCom”) and MiniMed; CFO, James Cardwell, CPA who has over 16 years of
experience as a Chief Financial Officer and Chief Operating Officer with a concentration in both SEC financial reporting and tax compliance;
James P. Thrower PhD, Vice President of Engineering, a seasoned executive formerly of Sterling Medical Devices, Mindray DS USA and DexCom;
Mark Tapsak PhD, Vice President of Sensor Technology, a medical research scientist who brings over 25 years of experience in the diabetes
industry, including previous senior roles at DexCom and Medtronic plc (“Medtronic”); and Drinda Benjamin, Vice President
of Marketing, a medical device professional with over 20 years of experience in the medical device and diabetes industry with senior
roles at Intuity Medical, Senseonics, Abbott Diabetes, and Medtronic. Luis J. Malavé, formerly of Insulet Corp, Medtronic and
MiniMed is the Chairman of the Company’s Board of Directors (the “Board” or “Board of Directors”). Several
highly talented and accomplished executives joined the Company as senior advisors to the Board. These include Daniel McCaffrey MBA MA,
a world-renowned behavioral scientist and digital health expert formerly at Samsung Health and Dexcom, Inc., and Dr. David C. Klonoff,
world renowned endocrinologist and diabetes technology thought leader. We intend to continue to invest in our talent and to expand and
strengthen all areas within the Company.
Human Capital
Resources
As
of June 30, 2024, we had a total of 11 employees. We are not subject to any collective bargaining agreement, and we believe that
our relationships with our employees are good. We believe that our strength and competitive advantage is our people. We value the skills,
strengths, and perspectives of our diverse team and foster a participatory workplace that enables people to get involved in making decisions.
The Company provides various training and development opportunities to foster an environment in which employees are encouraged to be
creative thinkers who are driven, focused, and interested and able to advance their knowledge and skills in ever-changing technology.
Recent Developments
Completion
of Preclinical Study
On
May 16, 2024, we announced that our implantable continuous glucose monitor successfully completed 30 days of a 60-day long-term preclinical
study on measuring glucose in the epidural space. The Glucotrack sensor, implanted in the epidural
space of animals, closely tracked both blood glucose and a commercially available subcutaneous CGM throughout the 30-day period. The
implantation procedure took approximately 20 minutes, and the animals recovered without complications. No abnormal clinical signs or
findings in the spinal cord or surrounding tissues were observed at the 30-day mark. On June 13, 2024, we announced that the 60-day long-term
study was completed, demonstrating the feasibility of glucose monitoring in the epidural space. No abnormal clinical signs were observed
throughout the study period, and no abnormal findings were observed in the spinal cord or surrounding tissues during post-explant analysis.
The study also confirmed that the implanted sensor did not cause any delayed latent effects over the long-term period, which is particularly
important as a complete healing process in animal studies with implanted devices may take several weeks. With the completion of this
study, the durability of the epidural approach for continuous glucose monitoring has now been confirmed over the 60-day period.
Reverse
Stock Split
We
filed with the Delaware Secretary of State a Certificate of Amendment to our Certificate of Incorporation (the “Certificate of
Amendment”) which became effective at 4:30 p.m. on May 17, 2024 (the “Effective Time”) to effect a one-for-five (1:5)
reverse stock split (the “Reverse Stock Split”) of the shares of our Common Stock. The Reverse Stock Split was approved by
our stockholders at the 2024 annual meeting of the stockholders on April 26, 2024.
As
a result of the Reverse Stock Split, every five (5) shares of issued and outstanding Common Stock were automatically combined into one
(1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as
a result of the Reverse Stock Split, and any person who would otherwise be entitled to a fractional share of Common Stock as a result
of the Reverse Stock Split was entitled to receive a cash payment equal to the fraction of a share of Common Stock to which such holder
would otherwise be entitled, multiplied by the closing price per share of the Common Stock on Nasdaq at the close of business on the
date prior to the Effective Time.
Following
the Reverse Stock Split, the number of shares of Common Stock outstanding was proportionally reduced. The shares of Common Stock underlying the outstanding stock options and warrants were similarly adjusted along with
corresponding adjustments to their exercise prices. The Reverse Stock Split also proportionally reduced the total number of authorized
shares of Common Stock from 500,000,000 shares to 100,000,000 shares.
Nasdaq
Listing Status
Nasdaq
Stockholder Equity Requirement
Nasdaq
Listing Rule 5550(b)(1) requires companies listed on Nasdaq to maintain a minimum of $2,500,000 in stockholders’ equity for continued
listing (the “Minimum Stockholders’ Equity Requirement”). On May 21, 2024, Nasdaq notified us that our Form 10-Q for
the period ended March 31, 2024, indicated that we no longer meet the Minimum Stockholders’ Equity Requirement. Failure to meet
the Minimum Stockholders’ Equity Requirement is a basis for delisting our Common Stock.
Because
we were under review for failure to meet the Minimum Bid Price Requirement at the time we were notified about the non-compliance with
the Minimum Stockholders’ Equity Requirement, we were not eligible to submit a plan to regain compliance with the Staff. However,
we timely requested a hearing before the Nasdaq Hearings Panel and paid the fee, which has resulted in a stay of any suspension or delisting
action pending the hearing. The hearing took place on July 9, 2024, and on August 5, 2024, we received the decision of the Panel granting
us an extension until November 18, 2024 to regain compliance with the Minimum Stockholders’ Equity Requirement.
There
can be no assurance that we will be able to satisfy Nasdaq’s continued listing requirements,
regain compliance with the Minimum Stockholders’ Equity Requirement, and maintain compliance with other Nasdaq listing requirements.
Risks of Investing
Investing
in our securities involves substantial risks. Potential investors are urged to read and consider the risk factors relating to an investment
in our securities set forth under “Risk Factors” in this prospectus as well as other information we include in this
prospectus.
Implications
of Being a Smaller Reporting Company
We
are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million
as of our most recently completed second fiscal quarter and our annual revenue was less than $100 million during our most recently completed
fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is
less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market
value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter. As a smaller
reporting company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other
public companies that are not smaller reporting companies.
Corporate
Information
Our
principal offices are located at 301 Rte. 17 North, Suite 800, Rutherford NJ 07070, and our telephone number is 201-842-7715. Our website
address is http://www.glucotrack; the reference to such website address does not constitute incorporation by reference of the information
contained on the website and such information should not be considered part of this prospectus. Our Common Stock is traded on the Nasdaq
Capital Market under the symbol “GCTK.”
THE
OFFERING |
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Issuer |
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Glucotrack,
Inc. |
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Common
Stock Offered by Us: |
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Up
to shares of our Common Stock. The assumed combined public offering price for
each share of Common Stock and accompanying Common Warrant is $ .
We
are also registering up to shares of Common Stock issuable upon exercise of the Common
Warrants, Pre-Funded Warrants, and Placement Agent Warrants pursuant to this prospectus. |
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Pre-Funded
Warrants Offered by Us: |
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We
are also offering to those purchasers, if any, whose purchase of the Common Stock in this
offering would result in the purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%)
of our outstanding Common Stock immediately following consummation of this offering, the
opportunity to purchase, if they so choose, Pre-Funded Warrants in lieu of the Common Stock
that would otherwise result in ownership in excess of 4.99% (or 9.99% as applicable) of our
Common Stock.
The
purchase price of each Pre-Funded Warrant and accompanying Common Warrant will equal the price per share of Common Stock and accompanying
Common Warrant being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant will be
$0.001 per share.
Each
Pre-Funded Warrant will be immediately exercisable and may be exercised at any time until exercised in full. There is no expiration
date for the Pre-Funded Warrants. There is no established trading market for the Pre-Funded Warrants, and we do not expect a market
to develop. We do not intend to apply for a listing for the Pre-Funded Warrants on any securities exchange or other nationally recognized
trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.
To
better understand the terms of the Pre-Funded Warrants, you should carefully read the “Description of Securities We Are
Offering” section of this prospectus. |
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Series
A Common Warrants Offered by Us: |
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Each
share of our Common Stock and each Pre-Funded Warrant to purchase one share of our Common
Stock is being sold together with a Series A Common Warrant to purchase one share
of our Common Stock. Each Common Warrant will have an exercise price of $ per share, will
be exercisable at any time beginning on and will expire on .
The
shares of Common Stock and Pre-Funded Warrants, and the accompanying Common Warrants, as the case may be, can only be purchased together
in this offering but will be issued separately.
This
prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Common Warrants. Because we will
issue a Series A Common Warrant for each share of Common Stock and for each Pre-Funded Warrant sold in this offering, the
number of Series A Common Warrants sold in this offering will not change as a result of a change in the mix of the shares
of our Common Stock and Pre-Funded Warrants sold. |
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Series
B Common Warrants Offered by Us: |
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Each
share of our Common Stock and each Pre-Funded Warrant to purchase one share of our Common
Stock is being sold together with a Series B Common Warrant to purchase one share of our
Common Stock. Each Series B Common Warrant will have an exercise price of $
per share, will be exercisable at any time beginning on
and will expire on .
The
shares of Common Stock and Pre-Funded Warrants, and the accompanying Common Warrants, as the case may be, can only be purchased together
in this offering but will be issued separately.
This
prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Series B Common Warrants. Because
we will issue a Series B Common Warrant for each share of Common Stock and for each Pre-Funded Warrant sold in this offering, the number
of Common Warrants sold in this offering will not change as a result of a change in the mix of the shares of our Common Stock and Pre-Funded
Warrants sold.
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Placement Agent Warrants |
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We have agreed to issue to the placement agent warrants
to purchase up to shares of Common Stock as part of the
compensation payable to the placement agent in connection with this offering (the “Placement Agent Warrants”), which
number of shares is equal to five percent (5%) of the number of shares of Common Stock and Pre-Funded Warrants sold in the offering
(assuming the sale of the maximum number of securities offered hereby). See “Plan of Distribution.” This prospectus
also covers the shares of Common Stock issuable upon exercise of the Placement Agent Warrants. |
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Shares
of Common Stock Outstanding Prior to this Offering(1): |
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5,772,026
shares as of ,
2024 |
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Shares
of Common Stock Outstanding After this Offering(1): |
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shares,
assuming no sale of any Pre-Funded Warrants and no exercise of the Common Warrants being offered in this offering. To the extent
that Pre-Funded Warrants are sold, the number of shares of Common Stock sold in this offering will be reduced on a one-for-one basis.
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Use
of Proceeds: |
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We
estimate that the net proceeds of this offering based upon an assumed combined public offering
price of $ per share and accompanying Common Warrant, which was the closing price of our
Common Stock on the Nasdaq Capital Market on ,
2024, after deducting the estimated placement agent fees and estimated offering expenses
payable by us, will be approximately $ million, assuming no exercise of the Common Warrants.
We will receive additional proceeds from the Common Warrants and minimal proceeds from Pre-Funded Warrants (collectively, the “Warrants”)
to the extent such Warrants are exercisable for cash once exercisable.
We
intend to use the net proceeds from this offering for general corporate purposes, which may include operating expenses, clinical
trial expenses and working capital. See “Use of Proceeds.” |
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Lock-Up
Agreements: |
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Subject
to certain exceptions, the Company has agreed not to (i) issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for our Common Stock; or (ii)
file any registration statement (other than the registration statement relating to this offering
or a registration statement on Form S-8) with respect to the registration of shares of Common
Stock pursuant to any company equity incentive plan) with the SEC relating to the offering
of any shares of our Common Stock or any securities convertible into or exercisable or exchangeable
for shares of our Common Stock, for a period of ninety (90) days following the closing of this offering.
In
addition, each of our directors and officers have agreed with the placement agent, subject to certain exceptions, not to sell, transfer,
or dispose of, directly or indirectly, any of our Common Stock or securities convertible or exchangeable for our Common Stock for
a period of 180 days following the closing of this offering.
See
“Plan of Distribution” for more information. |
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Dividend
Policy: |
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We
currently intend to retain any future earnings and do not anticipate paying cash dividends in the foreseeable future. Any future
determination to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition,
operating results, capital requirements, any contractual restrictions and such other factors as our board of directors may deem appropriate. |
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Risk
Factors: |
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Investing
in our securities involves significant risks. See “Risk Factors” on page 8 of this prospectus and
under similar headings in the documents incorporated by reference into this prospectus for a discussion of the factors you should
carefully consider before deciding to invest in our securities. |
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Nasdaq
Capital Market Symbol: |
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GCTK
We
do not intend to apply for the listing of the Common Warrants, the Pre-Funded Warrants, or the Placement Agent Warrants on any national securities
exchange or other trading system. Without an active trading market, the liquidity of the Warrants will be limited. |
Transfer
Agent and Registrar: |
VStock
Transfer, LLC |
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(1) |
The number of shares of Common
Stock to be outstanding immediately after this offering is based on 5,772,026
shares of Common Stock issued and outstanding as of ,
2024, and exclude the following, all as of ,
2024: |
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259,103 shares of Common Stock issuable upon the exercise of options outstanding at a weighted
average exercise price of $2.36 per share; and |
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2,621 restricted
stock units. |
Unless
otherwise indicated, all information contained in this prospectus reflects the Reverse Stock Split and assumes (i) no exercise of the
outstanding options or warrants described above, (ii) no exercise of the Common Warrants to be sold in this offering, (iii) no exercise
of the Placement Agent Warrants, and (iv) the exercise for cash of all Pre-Funded Warrants issued in this offering.
RISK
FACTORS
Investing
in our securities involves risk. Before making an investment decision, you should carefully consider the following discussion of risks
and uncertainties affecting us and our securities, together with all of the other information included or incorporated by reference in
this prospectus, including the consolidated financial statements and the accompanying notes and matters addressed in the section titled
“Cautionary Note Regarding Forward-Looking Statements,” in evaluating an investment in our securities. You should
also consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk Factors,” in our most recent Annual
Report on Form 10-K and any updates described in our Quarterly Reports on Form 10-Q, all of which are incorporated herein by reference,
and may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. The following
risk factors apply to the business and operations of the Company and its consolidated subsidiaries. The occurrence of one or more of
the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have an
adverse effect on our business, cash flows, financial condition and results of operations. The trading price of our securities could
decline due to any of these risks, and you may lose all or part of your investment. The risks and uncertainties we discuss in this prospectus
are those that we currently believe may materially affect our company. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial also may materially and adversely affect our business, financial condition and results of operations.
Past performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results
or trends in future periods. See also the section of this prospectus titled “Where You Can Find More Information.”
The risk factors set forth below supplement
the risk factors previously disclosed and should be read together with the risk factors incorporated by reference herein and any additional
risk factors that we may include in subsequent periodic filings with the SEC.
Risks
Related To This Offering
This
is a best efforts offering, meaning no minimum amount of securities is required to be sold, and we may not raise the amount
of capital we believe is required for our business plans, including our near-term business plans, nor will investors in this offering
receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus.
The
placement agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The placement
agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar
amount of the securities. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds
received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient
to support our business goals and continued operations, including our near-term continued operations. Thus, we may not raise the amount
of capital we believe is required for our operations in the short-term and may need to raise additional funds to complete such short-term
operations. Such additional capital may not be available or available on terms acceptable to us, or at all.
There
is no required minimum number of securities that must be sold as a condition to completion of this offering, and we have not, nor will
we, establish an escrow account in connection with this offering. Because there is no minimum offering amount required as a condition
to the closing of this offering, the actual offering amount, placement agent fees and proceeds to us are not presently determinable and
may be substantially less than the maximum amounts set forth herein. Because there is no escrow account and no minimum offering amount,
investors could be in a position where they have invested in us, but we are unable to fulfill our objectives due to a lack of interest
in this offering. Further, because there is no escrow account in operation and no minimum investment amount, any proceeds from the sale
of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds
to effectively implement our business plan. Investor funds will not be returned under any circumstances whether during or after the offering.
Management
will have broad discretion in how we use the proceeds from this offering.
Our
management will have broad discretion with respect to the use of proceeds of this offering, including for any of the purposes described
in the section of this prospectus entitled “Use of Proceeds.” You will be relying on the judgment of our management
regarding the application of the proceeds of this offering, and you will not have the opportunity, as part of your investment decision,
to assess whether the proceeds are being used in ways you would agree with. The results and effectiveness of the use of proceeds are
uncertain, and we could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance
the value of our Common Stock. Our failure to apply these funds effectively could harm our business and cause the price of our Common
Stock to decline.
If
the price of our Common Stock fluctuates significantly, your investment could lose value.
Although
our Common Stock is listed on the Nasdaq Capital Market, we cannot assure you that an active public market will continue for our Common
Stock. If an active public market for our Common Stock does not continue, the trading price and liquidity of our Common Stock will be
materially and adversely affected. If there is a thin trading market or “float” for our stock, the market price for our Common
Stock may fluctuate significantly more than the stock market as a whole. Without a large float, our Common Stock would be less liquid
than the stock of companies with broader public ownership and, as a result, the trading prices of our Common Stock may be more volatile.
In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us.
Furthermore,
the stock market is subject to significant price and volume fluctuations, and the price of our Common Stock could fluctuate widely in
response to several factors, including:
| ● | our
quarterly or annual operating results; |
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| ● | changes
in our earnings estimates; |
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| ● | investment
recommendations by securities analysts following our business or our industry; |
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| ● | additions
or departures of key personnel; |
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| ● | success
of competitors; |
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| ● | changes
in the business, earnings estimates or market perceptions of our competitors; |
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| ● | our
failure to achieve operating results consistent with securities analysts’ projections; |
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| ● | changes
in industry, general market or economic conditions; and |
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| ● | announcements
of legislative or regulatory changes. |
Broad
market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock
market in general, and Nasdaq in particular, has experienced price and volume fluctuations that have significantly affected the quoted
prices of the securities of many companies, including companies in our industry and have often been unrelated or disproportionate to
the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our Common
Stock, may not be predictable, and the price of our Common Stock could fluctuate based upon factors that have little or nothing to do
with our company and these fluctuations could materially reduce our stock price.
A
loss of investor confidence in the market for our stock or the stocks of other companies which investors perceive to be similar to us
could depress our stock price regardless of our business, prospects, financial condition or results of operations. A decline in the market
price of our Common Stock also could adversely affect our ability to issue additional securities and our ability to obtain additional
financing in the future.
We
do not anticipate paying dividends in the foreseeable future.
We
do not currently pay dividends and do not anticipate paying any dividends for the foreseeable future. Any future determination to pay
dividends will be made at the discretion of our board of directors, subject to compliance with applicable laws and covenants under any
future credit facility, which may restrict or limit our ability to pay dividends. Payment of dividends will depend on our financial condition,
operating results, capital requirements, general business conditions and other factors that our Board may deem relevant at that time.
Unless and until we declare and pay dividends, any return on your investment will only occur if our share price appreciates.
If
you purchase our securities in this offering, you may incur immediate and substantial dilution in the book value of your shares of Common
Stock.
You
may suffer immediate and substantial dilution in the net tangible book value of the Common Stock you purchase in this offering. Based
on the assumed public offering price of $ per share and accompanying Common Warrants, the last reported price of our Common Stock
on the Nasdaq Capital Market on ,
2024, we estimate our as adjusted net tangible book value per share of Common Stock after this offering will be $ . As a result, purchasers
of securities in this offering will experience an immediate decrease of $ per share in net tangible book value of our Common Stock. See
the section of this prospectus titled “Dilution” for a more detailed description of these factors.
Except
as otherwise provided in the Warrants or Placement Agent Warrants, holders of Warrants and Placement Agent Warrants issued
in this offering will have no rights as stockholders of our shares of Common Stock until such holders exercise their Warrants.
The
Warrants offered in this offering do not confer any rights of Common Stock ownership on their holders, such as voting rights, but rather
merely represent the right to acquire Common Stock at a fixed price. Specifically, a holder of a Pre-Funded Warrant may exercise the
right to acquire Common Stock and pay a nominal exercise price of $0.001 at any time, a holder of a Series A Common Warrant may
exercise the right to acquire Common Stock and pay an exercise price of $ beginning on ,
2024, and a holder of a Series B Common Warrant may exercise the right to acquire Common Stock and pay an exercise price of $
beginning on , 2024.
A holder of Placement Agent Warrants may exercise the right to acquire Common Stock and pay an exercise price of $
beginning on .
Upon exercise of the Warrants and Placement Agent Warrants, as applicable, the holders thereof will be entitled to exercise
the rights of a holder of shares of Common Stock only as to matters for which the record date occurs after the exercise date.
There
is no public market for the Warrants and Placement Agent Warrants being offered in this offering.
There
is no established public trading market for the Warrants and Placement Agent Warrants being sold in this offering. We will not
list the Warrants or Placement Agent Warrants on any securities exchange or nationally recognized trading system, including the
Nasdaq Capital Market. Therefore, we do not expect a market to ever develop for the Warrants or Placement Agent Warrants. Without
an active trading market, the liquidity of the Warrants will be limited.
Resales
of our shares of Common Stock in the public market by our stockholders as a result of this offering may cause the market price of our
Common Stock to fall.
We
are registering shares of Common Stock, as well as shares of Common Stock, in the aggregate, issuable upon the exercise of the Warrants.
Sales of substantial amounts of our shares of Common Stock in the public market, or the perception that such sales might occur, could
adversely affect the market price of our shares of Common Stock. The issuance of new shares of Common Stock could result in resales of
our shares of Common Stock by our current stockholders concerned about the potential ownership dilution of their holdings. Furthermore,
in the future, we may issue additional shares of Common Stock or other equity or debt securities exercisable or convertible into shares
of Common Stock. Any such issuance could result in substantial dilution to our existing stockholders and could cause our stock price
to decline.
Risks
Related to Our Common Stock and the Securities Market
Our
Reverse Stock Split may decrease the liquidity of the shares of our Common Stock.
Effective
as of 4:30 pm on May 17, 2024, we effected the Reverse Stock Split on a one-for-five basis to regain compliance with Nasdaq’s minimum
bid price requirement prior to the offering described in this prospectus. The liquidity of the shares of our Common Stock may be affected
adversely by the Reverse Stock Split given the reduced number of shares that are outstanding following the Reverse Stock Split. In addition,
the Reverse Stock Split increased the number of stockholders who own odd lots (less than 100 shares) of our Common Stock, creating the
potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.
Following
a reverse stock split, the resulting market price of our Common Stock may not attract new investors, including institutional investors,
and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our Common Stock may not improve.
Although
we believe that a higher market price of our Common Stock may help generate greater or broader investor interest, there can be no assurance
that a reverse stock split, including the Reverse Stock Split, will result in a share price that will attract new investors, including
institutional investors. In addition, there can be no assurance that the market price of our Common Stock will satisfy the investing
requirements of those investors. As a result, the trading liquidity of our Common Stock may not necessarily improve.
Our independent registered public accounting
firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going
concern.”
We may not have sufficient liquidity to meet
our anticipated obligations over the next year from the issuance of the financial statements contained in our Annual Report on Form 10-K
for the year ended December 31, 2023 filed with the SEC on March 28, 2024. We have incurred net losses and negative cash flows from our
operations and comprehensive loss since our inception and as of December 31, 2023, there was an accumulated deficit of $109,853. These
conditions raise substantial doubt about the Company’s ability to continue as a going concern.
If
securities or industry analysts do not publish research or reports, or if they publish negative, adverse, or misleading research or reports,
regarding us, our business or our market, our Common Stock price and trading volume could decline.
The
trading market for our Common Stock is influenced by the research and reports that securities or industry analysts publish about us,
our business, or our market. We do not currently have a significant number of firms providing research coverage on the Company, and may
never obtain significant research coverage by securities or industry analysts. If no or few securities or industry analysts provide coverage
of us, our Common Stock price could be negatively impacted. In the event we obtain significant securities or industry analyst coverage
and such coverage is negative, or adverse or misleading regarding us, our business model, our intellectual property, our stock performance
or our market, or if our operating results fail to meet the expectations of analysts, our Common Stock price would likely decline. If
one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial
markets, which in turn could cause our Common Stock price or trading volume to decline.
FINRA
sales practice requirements may limit a stockholder’s ability to buy and sell our securities.
In
2020, the SEC implemented Regulation Best Interest requiring that “a broker, dealer, or a natural person who is an associated person
of a broker or dealer, when making a recommendation of any securities transaction or investment strategy involving securities (including
account recommendations) to a retail customer, shall act in the best interest of the retail customer at the time the recommendation is
made, without placing the financial or other interest of the broker, dealer, or natural person who is an associated person of a broker
or dealer making the recommendation ahead of the interest of the retail customer.” This is a significantly higher standard for
broker-dealers to recommend securities to retail customers than before under prior Financial Industry Regulatory Authority (“FINRA”)
suitability rules. FINRA suitability rules do still apply to institutional investors and require that in recommending an investment
to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to
recommending securities to their customers, broker-dealers must make reasonable efforts to obtain information about the customer’s
financial status, tax status, investment objectives and other information, and, for retail customers, determine that the investment is
in the customer’s “best interest,” and meet other SEC requirements. Both SEC Regulation Best Interest and FINRA’s
suitability requirements may make it more difficult for broker-dealers to recommend that their customers buy speculative, low-priced
securities. They may affect investing in our Common Stock, which may have the effect of reducing the level of trading activity in our
securities. As a result, fewer broker-dealers may be willing to make a market in Common Stock, reducing a stockholder’s ability
to resell shares of our Common Stock.
Our
charter documents, Delaware law, and our commercial contracts may contain provisions that may discourage an acquisition of us by others
and may prevent attempts by our stockholders to replace or remove our current management.
Provisions
in our charter documents, as well as provisions of the Delaware General Corporation Law (“DGCL”), could have an impact on
the trading price of our Common Stock by making it more difficult for a third party to acquire us at a price favorable to our stockholders.
For example, our charter documents include provisions: prohibiting the use of cumulative voting for the election of directors; authorizing
the issuance of “blank check” preferred stock, the terms of which may be established and shares of which may be issued by
our board of directors without stockholder approval to defend against a takeover attempt; and establishing advance notice requirements
for nominations for election to our Board or for proposing matters that can be acted upon at stockholder meetings.
In
addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our board of directors or current
management. We are subject to Section 203 of the DGCL, which generally prohibits a Delaware corporation from engaging in any of a broad
range of business combinations with an interested stockholder for a period of three years following the date on which the stockholder
became an interested stockholder, unless such transactions are approved by our Board. This provision could have the effect of delaying
or preventing a change of control, whether or not it is desired by or beneficial to our stockholders, which could also affect the price
that some investors are willing to pay for our Common Stock.
Finally,
commercial contracts that we enter into with our vendors and customers in the course of our business operations may contain provisions
with respect to changes in control that could provide for termination rights or otherwise have a negative impact on our business or results
of operations if a stockholder were to acquire a significant percentage of our outstanding stock.
The
issuance of additional stock in connection with acquisitions or otherwise will dilute all other stockholdings.
We
are not restricted from issuing additional shares of our Common Stock, or from issuing securities that are convertible into or exchangeable
for, or that represent the right to receive, Common Stock. As of ,
2024, we had an aggregate of 100.0 million shares of Common Stock authorized and of that approximately 86.5 million shares
that are not issued, outstanding or reserved for issuance (for purposes of warrant exercise or under the Company’s current Incentive
Plan). We may issue all of these shares without any action or approval by our stockholders. We may expand our business through complementary
or strategic business combinations or acquisitions of other companies and assets, and we may issue shares of Common Stock in connection
with those transactions. The market price of our Common Stock could decline as a result of our issuance of a large number of shares of
Common Stock, particularly if the per share consideration we receive for the stock we issue is less than the per share book value of
our Common Stock or if we are not expected to be able to generate earnings with the proceeds of the issuance that are as great as the
earnings per share we are generating before we issue the additional shares. In addition, any shares issued in connection with these activities,
the exercise of warrants or stock options or otherwise would dilute the percentage ownership held by our investors. We cannot predict
the size of future issuances or the effect, if any, that they may have on the market price of our Common Stock.
We
have a history of losses, may not be able to achieve profitability going forward, and may not be able to raise additional capital necessary
to continue as a going concern.
We
have experienced losses since our inception on May 18, 2010 and, at June 30, 2024, had an accumulated deficit of approximately $117,269.
We may incur additional losses in the future.
As
of June 30, 2024, we had cash and cash equivalents of $159. There are no assurances that we will be able to raise additional capital
or on terms favorable to us. Our recurring losses from operations and projected future cash flow requirements raise substantial doubt
about our ability to continue as a going concern without sufficient capital resources and we have included explanatory information in
the notes to our financial statements for the year ended December 31, 2023, with respect to this uncertainty, and the report of our independent
registered public accounting firm dated March 28, 2024 with respect to our audited financial statements for the year ended December 31,
2023 included an emphasis of matter for this as well. Our consolidated financial statements do not include any adjustments that might
result from the outcome of this going concern uncertainty and have been prepared under the assumption that we will continue to operate
as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Our
ability to continue as a going concern is dependent on our available cash, how well we manage that cash, and our operating requirements.
If we are unable to raise additional capital when needed, we could be forced to curtail operations or take other actions such as, implementing
additional restructuring and cost reductions, disposing of one or more product lines and/or, selling or licensing intellectual property.
If we are unable to continue as a going concern, we may be forced to liquidate our assets, which would have an adverse impact on our
business and developmental activities. In such a scenario, the values we receive for our assets in liquidation or dissolution could be
significantly lower than the values reflected in our financial statements.
Our
failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our Common Stock.
Our
common stock is currently listed for trading on The Nasdaq Stock Market LLC. We must satisfy the continued listing requirements of Nasdaq,
to maintain the listing of our common stock on The Nasdaq Stock Market LLC.
On
May 26, 2023, we received notice from the Staff indicating that, based upon the closing bid price of our common stock for the prior 30
consecutive business days, we were not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share
for continued listing on Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). We had 180 days from
May 26, 2023, or through November 22, 2023, to regain compliance with the Bid Price Rule.
On
November 24, 2023, we received a second letter from Nasdaq notifying the Company that it had been granted an additional 180 calendar
days, or until May 20, 2024 (the “Extended Compliance Period”), to regain compliance with the Minimum Bid Price Requirement
in accordance with Nasdaq Listing Rule 5810(c)(3)(A).
On
May 21, 2024, we received a third letter from Nasdaq (the “Letter”) notifying us that it had not regained compliance with
the Minimum Bid Price Requirement during the Extended Compliance Period. The Letter also notified us that our Form 10-Q for the period
ended March 31, 2024, indicates that we no longer meet the $2,500,000 minimum stockholders’ equity requirement for continued listing
set forth under Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”). Pursuant to Listing Rule
5810(d)(2), the failure to comply with the Minimum Stockholders’ Equity Requirement has become an additional and separate basis
for delisting.
Because
we were under review for failure to meet the Minimum Bid Price Requirement, we were not eligible to submit a plan to regain compliance.
Accordingly, unless we would request an appeal of this determination by May 28, 2024, trading of our common stock would be suspended
at the opening of business on May 30, 2024, and a Form 25-NSE would be filed with the Securities and Exchange Commission (the “SEC”).
We timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”). The hearing request resulted in a stay of any
suspension or delisting action pending the hearing. The
hearing took place on July 9, 2024, and on August 5, 2024, we received the decision of the Panel,
and they granted us an extension to November 18, 2024 to regain compliance with the Minimum Stockholders’ Equity Requirement.
On
May 17, 2024, in order to regain compliance with the Minimum Bid Price Requirement, we filed a Certificate of Amendment to the Company’s
Certificate of Incorporation with the Secretary of State of the State of Delaware which effected, as of 4:30 p.m. Eastern Time, on May
17, 2024, a one-for-five Reverse Stock Split of our issued and outstanding shares of Common Stock.
In
the event that we are unable to regain and sustain compliance with all applicable requirements for continued listing on the Nasdaq, our
Common Stock may be delisted from Nasdaq. If our Common Stock were delisted from Nasdaq, trading of our common stock would most likely
take place on an over-the-counter market established for unlisted securities, such as the OTCQB or the Pink Market maintained by OTC
Markets Group Inc. An investor would likely find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our
common stock on an over-the-counter market, and many investors would likely not buy or sell our common stock due to difficulty in accessing
over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other reasons. In
addition, as a delisted security, our common stock would be subject to SEC rules as a “penny stock,” which impose additional
disclosure requirements on broker-dealers. The regulations relating to penny stocks, coupled with the typically higher cost per trade
to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the price of
a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our common stock. In addition,
delisting would materially and adversely affect our ability to raise capital on terms acceptable to us, or at all, and may result in
the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. For these
reasons and others, delisting would adversely affect the liquidity, trading volume and price of our common stock, causing the value of
an investment in us to decrease and having an adverse effect on our business, financial condition and results of operations, including
our ability to attract and retain qualified employees and to raise capital.
We have debt which is secured by all our
assets. If there is an occurrence of an uncured event of default, the lender can foreclose on all our assets, which would make any stock
in the Company worthless.
On July 30,
2024, we entered into a secured convertible promissory note in the aggregate principal amount of 4,000,000 (the “Note”) with
a certain lender (the “lender”). The Note is secured by a first-priority security interest on all Company assets. The Note
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 Sale Transaction
(as defined in the Note). The Note is secured by a first-priority security interest on all Company assets. In the event we are unable
to make payments, when due, on our secured debt, the lender may foreclose on all our assets. In the event the lender forecloses on our
assets, any stock in the Company would have no value. Our ability to make payments on secured debt, when due, will depend upon our ability
to raise additional funds through equity or debt financings. At the moment, we have no funding commitments that have not been previously
disclosed, and we may not obtain any in the future.
Other
Risks
We
rely on third parties to manufacture and supply our product.
We
do not own or operate manufacturing facilities for clinical or commercial production of Glucotrack CBGM, other than a prototype lab.
We have no experience in medical device manufacturing and lack the resources and the capability to manufacture the Glucotrack CBGM on
a commercial scale.
If
our manufacturing partners are unable to produce our products in the amounts, timing or pricing that we require, we may not be able to
establish a contract and obtain a sufficient alternative supply from another supplier on a timely basis and in the quantities or pricing
we require. We expect to depend on third-party contract manufacturers for the foreseeable future.
Glucotrack
CBGM does, and our future product candidates, if any, likely will require precise, high quality manufacturing. Any of our contract manufacturers
will be subject to ongoing periodic unannounced inspections by the FDA and other non-U.S. regulatory authorities to ensure strict compliance
with quality system regulations, including current good manufacturing practices and other applicable government regulations and corresponding
standards. If our contract manufacturers fail to achieve and maintain high manufacturing standards in compliance with quality system
regulations, we may experience manufacturing errors resulting in patient injury or death, product recalls or withdrawals, delays or interruptions
of production or failures in product testing or delivery, delay or prevention of filing or approval of marketing applications for our
products, cost overruns or other problems that could seriously harm our business.
Any
performance failure on the part of our contract manufacturers could delay clinical development or regulatory clearance or approval of
our product candidates or commercialization of our future product candidates, depriving us of potential product revenue and resulting
in additional losses. In addition, our dependence on a third-party for manufacturing may adversely affect our future profit margins.
Our ability to replace an existing manufacturer may be difficult because the number of potential manufacturers is limited, and the FDA
must approve any replacement manufacturer before it can begin manufacturing our product candidates. Such approval would require additional
non-clinical testing and compliance inspections. It may be difficult or impossible for us to identify and engage a replacement manufacturer
on acceptable terms in a timely manner, or at all.
SELECTED
FINANCIAL DATA
Reverse
Stock Split
On
May 17, 2024, we effected a 1-for-5 Reverse Stock Split of our Common Stock. In connection with the Reverse Stock Split,
the par value per share of our Common Stock remained unchanged at $0.001 per share. Concurrently with the Reverse Stock Split,
we reduced our authorized shares of Common Stock proportionately. Our audited consolidated financial statements included in our
Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 28, 2024 and our unaudited condensed
consolidated financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2024 filed with the
SEC on May 15, 2024 that are incorporated by reference into this prospectus are presented without giving effect to the Reverse
Stock Split. The unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the period
ended June 30, 2024 filed with the SEC on August 15, 2024 that is incorporated by reference into this prospectus are presented after
giving effect to the Reverse Stock Split. Except where the context otherwise requires, share and per share numbers in this prospectus
reflect the 1-for-5 Reverse Stock Split of our Common Stock.
The
following selected financial data has been derived from our audited consolidated financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2023 and our unaudited condensed consolidated interim financial statements
included in our Quarterly Report on Form 10-Q for the period ended March 31, 2024, as adjusted to reflect the Reverse Stock
Split for all periods presented. Our historical results are not indicative of the results that may be expected in the future and
results of interim periods are not indicative of the results for the entire year.
AS
REPORTED (in thousands, except per share data)
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
Net loss | |
$ | (7,098 | ) | |
$ | (4,412 | ) |
Net loss per share of Common Stock, basic and diluted | |
$ | (0.38 | ) | |
$ | (0.29 | ) |
Weighted average Common Stock outstanding, basic and diluted | |
| 20,760,266 | | |
| 15,474,600 | |
Common Stock outstanding at year end | |
| 20,892,193 | | |
| 15,500,730 | |
| |
Three Months Ended | |
| |
March 31, 2024 | | |
March 31, 2023 | |
| |
(unaudited) | |
Net loss | |
$ | (2,921 | ) | |
$ | (1,281 | ) |
Net loss per share of Common Stock, basic and diluted | |
$ | (0.12 | ) | |
$ | (0.08 | ) |
Weighted average Common Stock outstanding, basic and diluted | |
| 24,959,768 | | |
| 15,503,632 | |
Common Stock outstanding at period end | |
| 26,756,369 | | |
| 15,503,632 | |
AS
ADJUSTED FOR 1-FOR-5 REVERSE STOCK SPLIT (in thousands, except per share data)
| |
Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
(unaudited) | |
Net loss | |
$ | (7,098 | ) | |
$ | (4,412 | ) |
Net loss per share of Common Stock, basic and diluted | |
$ | (1.92 | ) | |
$ | (1.43 | ) |
Weighted average Common Stock outstanding, basic and diluted | |
| 4,152,053 | | |
| 3,094,920 | |
Common Stock outstanding at year end | |
| 4,178,274 | | |
| 3,099,982 | |
| |
Three Months Ended | |
| |
March 31, 2024 | | |
March 31, 2023 | |
| |
(unaudited) | |
Net loss | |
$ | (2,921 | ) | |
$ | (1,281 | ) |
Net loss per share of Common Stock, basic and diluted | |
$ | (0.59 | ) | |
$ | (0.41 | ) |
Weighted average Common Stock outstanding, basic and diluted | |
| 4,991,954 | | |
| 3,100,726 | |
Common Stock outstanding at period end | |
| 5,351,274 | | |
| 3,100,726 | |
USE
OF PROCEEDS
We
estimate that the net proceeds we will receive from the sale of our securities in this offering, assuming all the securities we are offering
are sold, after deducting placement agent fees and other estimated offering expenses payable by us, and assuming no sale of any Pre-Funded
Warrants and no exercise of the Common Warrants being issued in this offering, will be approximately $
, based on an assumed combined public offering price of $ per share and accompanying Common
Warrants, which was the closing price for our Common Stock on the Nasdaq Capital Market on ,
2024. If the Common Warrants are exercised in full for cash, the estimated net proceeds will increase to $ . We cannot predict when,
or if, the Common Warrants will be exercised. It is possible that the Common Warrants may expire and may never be exercised for cash.
However,
because this is a best efforts offering and there is no minimum offering amount required as a condition to the closing of this offering,
the actual offering amount, the placement agent fees and net proceeds to us are not presently determinable and may be substantially less
than the maximum amounts set forth on the cover page of this prospectus, and we may not sell any or all of the securities we are offering.
As a result, we may receive significantly less in net proceeds.
We
currently intend to use any proceeds from the sale of our securities in this offering for general corporate purposes, which may include
operating expenses, clinical trial expenses and working capital. Our expected use of net proceeds from this offering represents our current
intentions based upon our present plans and business condition. The amounts and timing of our actual use of net proceeds will vary depending
on numerous factors, including the amount of cash generated or used by our operations. We may temporarily invest the net proceeds in
short-term, interest-bearing instruments or other investment-grade securities. We have not determined the amount of net proceeds to be
used specifically for such purposes. As a result, management will have broad discretion in the application of the net proceeds, and investors
will be relying on our judgment regarding the application of the net proceeds.
DIVIDEND
POLICY
We
currently intend to retain any future earnings and do not anticipate paying cash dividends in the foreseeable future. Any future determination
to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results,
capital requirements, any contractual restrictions and such other factors as our board of directors may deem appropriate.
CAPITALIZATION
The
following table presents our capitalization as of June 30, 2024:
|
● |
on
an actual basis; and |
|
● |
on
an as adjusted basis after giving effect to our sale of shares
of Common Stock in this offering
at the assumed offering price of $ per share, which was the last reported sale price of our Common
Stock on the Nasdaq Capital
Marker on , 2024, after deducting underwriting discounts
and commissions and estimated offering expenses payable by us, assuming no exercise of the over-allotment option. |
You
should read this table together with our financial statements and related notes and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.”
| |
June 30, 2024 | |
| |
Actual | | |
As
Adjusted(1) | |
| |
(dollars in thousands) | |
Long-term debt, capital and financing lease obligations
(excluding current portion): | |
$ | 237 | | |
$ | | |
Stockholders’ equity: | |
| | | |
| | |
Common
Stock, par value $0.001 per share, 100,000,000 shares authorized, actual; 5,478,436 shares issued and outstanding, actual;
shares issued and outstanding, pro forma | |
| 5 | | |
| | |
Additional paid-in capital | |
| 113,903 | | |
| | |
Accumulated other comprehensive loss | |
| 50 | | |
| | |
Accumulated other
comprehensive loss | |
| 22 | | |
| | |
Accumulated deficit | |
| (117,269 | ) | |
| | |
Total stockholders’ equity | |
| (3,289 | ) | |
| | |
Total capitalization | |
$ | (3,052 | ) | |
| | |
The
number of shares of Common Stock to be outstanding immediately after this offering is based on 5,772,026
shares of Common Stock issued and outstanding as of ,
2024, and exclude the following, all as of ,
2024
|
● |
259,103
shares of Common Stock issuable upon the exercise of options outstanding at a weighted average exercise price of $2.36 per share;
and |
|
● |
2,621
restricted stock units. |
Unless
otherwise indicated, all information contained in this prospectus reflects the Reverse Stock Split and assumes (i) no exercise of the
outstanding options or warrants described above, (ii) no exercise of the Common Warrants to be sold in this offering, (iii) no exercise
of the Placement Agent Warrants, and (iv) the exercise for cash of all Pre-Funded Warrants issued in this offering.
DILUTION
If
you invest in our securities in this offering, your ownership interest may be diluted immediately depending on the difference between
the effective public offering price per share of our Common Stock (assuming the exercise for cash of all Pre-Funded Warrants issued in
this offering) and the as adjusted net tangible book value per share of our Common Stock immediately after this offering (assuming the
exercise for cash of all Pre-Funded Warrants issued in this offering).
Our
historical net tangible book value as of June 30, 2024, was $ million, or $ per share of Common Stock, based on 5,478,436 shares of
Common Stock outstanding as of that date.
After
giving effect to the sale of million shares of Common Stock, or up to Pre-Funded Warrants in lieu of shares of Common Stock (and the
full exercise of those Pre-Funded Warrants), issued by us and after deducting the estimated fees and estimated offering expenses
payable by us, our as adjusted net tangible book value as of June 30, 2024, would have been $ million,
or $ per share. This represents an immediate increase in net tangible book value of $
per share to existing stockholders and immediate dilution of $ per share to the investors
in this offering, as illustrated by the following table (which assumes no exercise of the Common Warrants or Placement Agent Warrants).
Assumed combined public offering price per share and accompanying common warrant | |
| | |
| $ |
[●] |
|
Net tangible book value per share of Common Stock at June 30, 2024 | |
$ | [●] | |
|
|
|
|
Pro forma increase in net tangible book value per share attributable to investors participating in this offering | |
$ | [●] | |
|
|
|
|
As adjusted net tangible book value per share after giving effect to this offering | |
| | |
| $ |
[●] |
|
Dilution per share to investors participating in this offering | |
| | |
| $ |
[●] |
|
A
$[0.10] increase in the assumed combined public offering price per share and accompanying Common Warrants would increase the as
adjusted net tangible book value by $ per share and result in dilution to investors participating
in this offering of $ per share, and a $[0.10] decrease in the assumed combined public offering
price per share and accompanying Common Warrants would decrease the as adjusted net tangible book value by $
per share and result in dilution to investors participating in this offering by $ per share,
in each case assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and assuming
no Pre-Funded Warrants are sold in this offering, no exercise of the Common Warrants being offered in this offering, that no value is
attributed to such Common Warrants and that such Common Warrants are classified as and accounted for as equity, and after deducting placement
agent fees and estimated expenses payable by us.
We
may also increase the number of shares being offered by us. An increase of [500,000] shares being offered by us in this offering would
increase our as adjusted net tangible book value per share by approximately $ and our as adjusted net tangible book value per share would
be $ , representing a decrease in as adjusted net tangible book value per share to investors participating in this offering of $ . A
decrease of [500,000] shares offered by us in this offering would decrease our as adjusted net tangible book value per share by approximately
$ resulting in an as adjusted net tangible book value per share of $ and a decrease in as adjusted net tangible book value per share
to investors participating in this offering of $ per share. The foregoing calculations assume that the combined public offering price
remains the same, and are after deducting placement agent fees and estimated expenses payable by us.
The
table and discussion above are based on 5,478,436 shares of Common Stock issued and outstanding as of June 30, 2024, and
exclude the following, all as of June 30, 2024:
| ● | 259,103
shares
of Common Stock issuable upon the exercise of options outstanding at a weighted average exercise
price of $2.36 per share; and |
| ● | 2,621
restricted stock units. |
Unless
otherwise indicated, all information contained in this prospectus reflects the Reverse Stock Split and assumes (i) no exercise of the
outstanding options or warrants described above, (ii) no exercise of the Common Warrants, (iii) no exercise of the Placement Agent
Warrants, and (iv) the exercise for cash of all Pre-Funded Warrants issued in this offering.
To
the extent that outstanding options or warrants are exercised, or shares are issued under our equity incentive plans, you may experience
dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe
we have sufficient funds for our current or future operating plans. To the extent that, in the future, additional capital is raised through
the sale of equity, convertible debt securities, or securities with equity components, those issuances may result in dilution to our
stockholders.
DESCRIPTION
OF SECURITIES WE ARE OFFERING
Authorized
Capital Stock
Our
authorized capital stock consists of 100,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred
stock, par value $0.001 per share (“Preferred Stock”), the rights and preferences of which may be established from time to
time by our Board. As of the date of this prospectus, we had 5,772,026 shares of Common Stock outstanding and no shares
of Preferred Stock outstanding.
Common
Stock
Voting.
For all matters submitted to a vote of stockholders, each holder of Common Stock is entitled to one vote for each share registered in
his or her name on our books. Our Common Stock does not have cumulative voting rights. As a result, holders of a majority of our outstanding
Common Stock can elect all of the directors who are up for election in a particular year.
Dividends.
If our board of directors declares a dividend, holders of Common Stock will receive payments from our funds that are legally available
to pay dividends. However, this dividend right is subject to any preferential dividend rights we may grant to the persons who hold Preferred
Stock, if any is outstanding.
Liquidation
and Dissolution. If we are liquidated or dissolve, the holders of our Common Stock will be entitled to the right to receive ratably,
all of the assets and funds that remain after we pay our liabilities and any amounts we may owe to the persons who hold Preferred Stock,
if any is outstanding.
Other
Rights and Restrictions. Holders of our Common Stock do not have preemptive or subscription rights, and they have no right to convert
their Common Stock into any other securities. Our Common Stock is not subject to redemption by us. The rights, preferences and privileges
of common stockholders are subject to the rights of the stockholders of any series of Preferred Stock which we may designate in the future.
Our Certificate of Incorporation and our Bylaws do not restrict the ability of a holder of Common Stock to transfer his or her shares
of Common Stock.
Listing.
Our Common Stock is listed on the Nasdaq Capital Market under the symbol “GCTK.”
Transfer
Agent and Registrar. The transfer agent and registrar for our Common Stock is VStock Transfer, LLC.
Delaware
Law Affecting Business Combinations. We are subject to the provisions of Section 203 of the General Corporation Law of the State
of Delaware (the “DGCL”). Subject to certain exceptions, Section 203 prohibits a publicly held Delaware corporation from
engaging in a “business combination” with an “interested stockholder” for a period of three years after the person
became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination”
includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to exceptions,
an “interested stockholder” is a person who, together with affiliates and associates, owns, or within the prior three years
did own, 15% or more of the corporation’s voting stock.
Series A Common
Warrants
The
following summary of certain terms and provisions of the Series A Common Warrants that are being offered hereby is not complete
and is subject to, and qualified in its entirety by, the provisions of the Series A Common Warrant, the form of which will be
filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review
the terms and provisions of the form of Series A Common Warrant for a complete description of the terms and conditions of the
common warrants.
Duration
and Exercise Price
Each
Series A Common Warrant will have an exercise price equal to $ per share, will become
exercisable and will expire
on .
The exercise price and number of shares of Common Stock issuable upon exercise is subject to appropriate adjustment in the event
of stock dividends, stock splits, reorganizations or similar events affecting our Common Stock and the exercise price. The Series
A Common Warrants will be issued separately from the Common Stock and may be transferred separately immediately thereafter.
Exercisability
The
Series A Common Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed
exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the
case of a cashless exercise as discussed below). Generally, a holder (together with its affiliates) may not exercise any portion of such
holder’s Common Warrants to the extent that the holder would own more than 4.99% of the outstanding Common Stock (or at the election
of a holder prior to the date of issuance, 9.99%) immediately after exercise, except that upon at least 61 days’ prior notice from
the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s warrants up
to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage
ownership is determined in accordance with the terms of the common warrants.
Cashless
Exercise
If,
at the time a holder exercises its Series A Common Warrants, a registration statement registering the issuance of the shares of
Common Stock underlying the Series A Common Warrants under the Securities Act is not then effective or available for the issuance
of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the
aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares
of Common Stock determined according to a formula set forth in the Series A Common Warrant.
Fundamental
Transactions
In
the event of a fundamental transaction, as described in the Series A Common Warrant and generally including any reorganization,
recapitalization or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our
properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common
Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock, the
holders of the Common Warrants will be entitled to receive upon exercise of the Common Warrants the kind and amount of securities, cash
or other property that the holders would have received had they exercised the Common Warrants immediately prior to such fundamental transaction.
In addition, in certain circumstances, upon a fundamental transaction, the holder of a Common Warrant will have the right to require
us to repurchase its Common Warrants at the Black-Scholes value; provided, however, that, if the fundamental transaction is not within
our control, including not approved by our Board, then the holder will only be entitled to receive the same type or form of consideration
(and in the same proportion), at the Black-Scholes value of the unexercised portion of the Common Warrant that is being offered and paid
to the holders of our Common Stock in connection with the fundamental transaction.
Transferability
Subject
to applicable laws, a Series A Common Warrant may be transferred at the option of the holder upon surrender of the Common Warrant
to us together with the appropriate instruments of transfer.
Fractional
Shares
No
fractional shares of Common Stock will be issued upon the exercise of the Common Warrants. Rather, the number of shares of Common Stock
to be issued will, at our election, either be rounded up to the next whole share or we will pay a cash adjustment in respect of such
final fraction in an amount equal to such fraction multiplied by the exercise price.
Trading
Market
There
is no established trading market for the Series A Common Warrants, and we do not expect an active trading market to develop. We
do not intend to apply to list the Common Warrants on any securities exchange or other trading market. Without a trading market, the
liquidity of the Series A Common Warrants will be extremely limited.
Right
as a Stockholder
Except
as otherwise provided in the Series A Common Warrants or by virtue of such holder’s ownership of our shares of Common Stock,
the holder of a Series A Common Warrant does not have the rights or privileges of a holder of our Common Stock, including any
voting rights, until the holder exercises the Common Warrant.
Waivers
and Amendments
The
Series A Common Warrants may be modified or amended, or the provisions thereof waived with the written consent of the Company
and the respective holder.
Series
B Common Warrants
The
following summary of certain terms and provisions of the Series B Common Warrants that are being offered hereby is not complete and is
subject to, and qualified in its entirety by, the provisions of the Series B Common Warrant, the form of which will be filed as an exhibit
to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions
of the form of Series B Common Warrant for a complete description of the terms and conditions of the common warrants.
Duration
and Exercise Price
Each
Series B Common Warrant will have an exercise price equal to $ per share, will become exercisable
and will expire on .
The exercise price and number of shares of Common Stock issuable upon exercise is subject to appropriate adjustment in the event of stock
dividends, stock splits, reorganizations or similar events affecting our Common Stock and the exercise price. The Series B Common Warrants
will be issued separately from the Common Stock and may be transferred separately immediately thereafter.
Exercisability
The
Series B Common Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed
exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the
case of a cashless exercise as discussed below). Generally, a holder (together with its affiliates) may not exercise any portion of such
holder’s Series B Common Warrants to the extent that the holder would own more than 4.99% of the outstanding Common Stock (or at
the election of a holder prior to the date of issuance, 9.99%) immediately after exercise, except that upon at least 61 days’ prior
notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s
warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such
percentage ownership is determined in accordance with the terms of the common warrants.
Cashless
Exercise
If,
at the time a holder exercises its Series B Common Warrants, a registration statement registering the issuance of the shares of Common
Stock underlying the Series B Common Warrants under the Securities Act is not then effective or available for the issuance of such shares,
then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise
price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock
determined according to a formula set forth in the Series B Common Warrant.
Fundamental
Transactions
In
the event of a fundamental transaction, as described in the Series B Common Warrant and generally including any reorganization, recapitalization
or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets,
our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person
or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock, the holders of the Series
B Common Warrants will be entitled to receive upon exercise of the Common Warrants the kind and amount of securities, cash or other property
that the holders would have received had they exercised the Common Warrants immediately prior to such fundamental transaction. In addition,
in certain circumstances, upon a fundamental transaction, the holder of a Series B Common Warrant will have the right to require us to
repurchase its Series B Common Warrants at the Black-Scholes value; provided, however, that, if the fundamental transaction is not within
our control, including not approved by our Board, then the holder will only be entitled to receive the same type or form of consideration
(and in the same proportion), at the Black-Scholes value of the unexercised portion of the Common Warrant that is being offered and paid
to the holders of our Common Stock in connection with the fundamental transaction.
Transferability
Subject
to applicable laws, a Series B Common Warrant may be transferred at the option of the holder upon surrender of the Common Warrant to
us together with the appropriate instruments of transfer.
Fractional
Shares
No
fractional shares of Common Stock will be issued upon the exercise of the Series B Common Warrants. Rather, the number of shares of Common
Stock to be issued will, at our election, either be rounded up to the next whole share or we will pay a cash adjustment in respect of
such final fraction in an amount equal to such fraction multiplied by the exercise price.
Trading
Market
There
is no established trading market for the Series B Common Warrants, and we do not expect an active trading market to develop. We do not
intend to apply to list the Series B Common Warrants on any securities exchange or other trading market. Without a trading market, the
liquidity of the Series B Common Warrants will be extremely limited.
Right
as a Stockholder
Except
as otherwise provided in the Series B Common Warrants or by virtue of such holder’s ownership of our shares of Common Stock, the
holder of a Series B Common Warrant does not have the rights or privileges of a holder of our Common Stock, including any voting rights,
until the holder exercises the Series B Common Warrant.
Waivers
and Amendments
The
Series B Common Warrants may be modified or amended, or the provisions thereof waived with the written consent of the Company and the
respective holder.
Pre-Funded
Warrants
The
following summary of certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and is subject
to, and qualified in its entirety by, the provisions of the Pre-Funded Warrant, the form of which will be filed as an exhibit to the
registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions
of the form of Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants.
Duration
and Exercise Price
Each
Pre-Funded Warrant offered hereby will have an initial exercise price per share of Common Stock equal to $0.001. The Pre-Funded Warrants
will be immediately exercisable and will expire when exercised in full. The exercise price and number of shares of Common Stock issuable
upon exercise is subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting
our shares of Common Stock and the exercise price. Subject to the rules and regulations of the applicable trading market, we may at any
time during the term of the Pre-Funded Warrant, subject to the prior written consent of the holders, reduce the then current exercise
price to any amount and for any period of time deemed appropriate by our board of directors. The Pre-Funded Warrants will be issued in
certificated form only.
Exercisability
The
Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise
notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise (except in the case of a
cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant
to the extent that the holder would own more than 4.99% of the outstanding shares of Common Stock immediately after exercise, except
that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding
shares after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of our shares of Common Stock outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.
Purchasers of Pre-Funded Warrants in this offering may also elect prior to the issuance of the Pre-Funded Warrants to have the initial
exercise limitation set at 9.99% of our outstanding shares of Common Stock.
Cashless
Exercise
The
Pre-Funded Warrants may also be exercised, in whole or in part, by means of a cashless exercise, in which case the holder would receive
upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Pre-Funded Warrant.
Fundamental
Transactions
In
the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization
or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets,
our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person
or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Stock, the holders of the Pre-Funded
Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property
that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction.
Transferability
Subject
to applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrants to
us together with the appropriate instruments of transfer.
Fractional
Shares
No
fractional shares of Common Stock will be issued upon the exercise of the Pre-Funded Warrants. Rather, the number of shares of Common
Stock to be issued will, at our election, either be rounded down to the nearest whole number or we will pay a cash adjustment in respect
of such final fraction in an amount equal to such fraction multiplied by the exercise price.
Trading
Market
There
is no established trading market for the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply for
a listing of the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without an active trading
market, the liquidity of the Pre-Funded Warrants will be limited. The Common Stock issuable upon exercise of the Pre-Funded Warrants
is currently listed on the Nasdaq Capital Market
Right
as a Shareholder
Except
as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of our shares of Common Stock, the holder
of a Pre-Funded Warrant does not have the rights or privileges of a holder of our Common Stock, including any voting rights, until the
holder exercises the Pre-Funded Warrant.
Waivers
and Amendments
The
Pre-Funded Warrants may be modified or amended, or the provisions thereof waived with the written consent of the Company and the respective
holder
Placement
Agent Warrants
Upon
the closing of this offering, we have agreed to issue the Placement Agent Warrants to the placement agent, which Placement Agent Warrants
will be exercisable for that number of shares of Common Stock equal to up to five percent (5%) of the total shares of Common Stock and
Pre-Funded Warrants sold in this offering. The Placement Agent Warrants will be exercisable at a per share exercise price equal to no
less than 125% of the offering price per share of Common Stock sold in this offering. The Placement Agent Warrants will otherwise have
substantially the same terms as the Common Warrants issued in this offering, however they will only be exercisable at any time and from
time to time, in whole or in part, during period commencing six months from the closing of the offering and ending five years from the
closing of the offering. The Placement Agent Warrants will provide for a cashless exercise provision, piggy back registration rights
and customary anti-dilution provisions (for stock dividends and splits and recapitalizations) consistent with FINRA Rule 5110.
PLAN
OF DISTRIBUTION
We
engaged Dawson James Securities, Inc. (“Dawson” or the “placement agent”), to act as our exclusive placement
agent to solicit offers to purchase the securities offered by this prospectus on a reasonable best efforts basis. Dawson is not
purchasing or selling any securities, nor are they required to arrange for the purchase and sale of any specific number or dollar amount
of securities, other than to use their “reasonable best efforts” to arrange for the sale of the securities by us. Therefore,
we may not sell the entire amount of securities being offered. There is no minimum amount of proceeds that is a condition to closing
of this offering. The placement agent does not guarantee that it will be able to raise new capital in this offering. The terms of this
offering were subject to market conditions and negotiations between us and prospective investors in consultation with the placement agent.
The placement agent will have no authority to bind us. This offering will terminate no later than ,
2024, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one
closing for all the securities purchased in this offering. The combined public offering price per share (or Pre-Funded Warrant) and accompanying
Common Warrant will be fixed for the duration of this offering. Dawson may engage one or more sub-placement agents or selected
dealers to assist with the offering.
We
will enter into a securities purchase agreement directly with the institutional investors, at the investor’s option, who purchase
our securities in this offering. Investors who do not enter into a securities purchase agreement shall rely solely on this prospectus
in connection with the purchase of our securities in this offering.
Fees
and Expenses
In addition to the issuance of the Placement Agent Warrants, we have agreed to
pay the placement agent cash fee equal to 8.0% of the gross proceeds of this offering. We have also agreed to reimburse the placement
agent at closing for out-of-pocket expenses, including legal expenses, incurred by it in connection with the offering up to a maximum
of $150,000.
Placement
Agent Warrants
Upon
the closing of this offering, we have agreed to issue the Placement Agent Warrants to the placement agent, which warrants are described
above under “Description of Securities We Are Offering – Placement Agent Warrants.”
The
Placement Agent Warrants and the shares of Common Stock underlying Placement Agent Warrants have been deemed compensation by FINRA, and
are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The placement agent, or permitted assignees under such
rule, may not sell, transfer, assign, pledge, or hypothecate the Placement Agent Warrants or the securities underlying the Placement
Agent Warrants, nor will the placement agent engage in any hedging, short sale, derivative, put, or call transaction that would result
in the effective economic disposition of the Placement Agent Warrants or the underlying shares for a period of 180 days from the closing
of the offering. Additionally, the Placement Agent Warrants may not be sold, transferred, assigned, pledged or hypothecated for a 180-day
period following the closing of the offering except to any other placement agent and selected dealer participating in this offering and
their bona fide officers or partners. The Placement Agent Warrants will provide for adjustment in the number and price of the Placement
Agent Warrants and the shares of Common Stock underlying such Placement Agent Warrants in the event of recapitalization, merger, stock
split or other structural transaction.
Indemnification
We
have agreed to indemnify the placement agent against certain liabilities, including liabilities under the Securities Act, or to contribute
to payments that the placement agent or such other indemnified parties may be required to make in respect of those liabilities.
Determination
of Offering Price
The
combined public offering price per share and Common Warrants and the combined public offering price per Pre-Funded Warrant and Common
Warrants we are offering and the exercise prices and other terms of the warrants were negotiated between us and the investors, in consultation
with the placement agent based on the trading of our Common Stock prior to this offering, among other things. Other factors considered
in determining the public offering prices of the securities we are offering and the exercise prices and other terms of the warrants include
the history and prospects of our company, the stage of development of our business, our business plans for the future and the extent
to which they have been implemented, an assessment of our management, general conditions of the securities markets at the time of the
offering and such other factors as were deemed relevant.
The
final public offering price will be determined between us, the placement agent and the investors in the offering, and may be at a discount
to the current market price of our Common Stock. Therefore, the assumed public offering price used throughout this prospectus may not
be indicative of the final public offering price. There is no established public trading market for the Common Warrants or Pre-Funded
Warrants, and we do not expect such markets to develop. In addition, we do not intend to apply for a listing of the Common Warrants or
Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system.
Lock-Up
Agreements
We
have agreed not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for our Common Stock; or (ii) file any registration statement
(other than a registration statement covering the shares underlying the Warrants or a registration statement on Form S-8 with respect
to the registration of shares of Common Stock pursuant to any company equity incentive plan) with the SEC relating to the offering of
any shares of our Common Stock or any securities convertible into or exercisable or exchangeable for shares of our Common Stock, for
a period of 90 days following the closing date of this offering (the “Lock-up Period”). These restrictions on future
issuances are subject to exceptions for (i) the issuance of shares of our Common Stock sold in this offering and the issuance of the
Warrants and shares of Common Stock issuable upon exercise of those Warrants, (ii) the issuance of securities exercisable or exchangeable
for or convertible into shares of Common Stock issued and outstanding on the closing date of this offering, provided that such securities
have not been amended since the date of the agreement, with certain exceptions, [(iii) the issuance of shares of our Common Stock or
any securities convertible into or exercisable or exchangeable for our Common Stock to our employees, officers or directors pursuant
to any stock option plan duly adopted for such purpose by the majority of the non-employee members of our Board (or committee thereof),
and (iv) securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt
financing, equipment lease financing, credit agreement, real property lease or other commercial transaction, provided that the primary
purpose thereof is not to raise equity capital].
In
addition, each of our directors and executive officers has entered into a lock-up agreement with the placement agent. Under the lock-up
agreements, the directors and executive officers may not, directly or indirectly, sell, offer to sell, contract to sell, or grant any
option for the sale (including any short sale), grant any security interest in, pledge, hypothecate, hedge, establish an open “put
equivalent position” (within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or the Exchange
Act), or otherwise dispose of, or enter into any transaction which is designed to or could be expected to result in the disposition of,
any shares of our Common Stock or securities convertible into or exchangeable for shares of our Common Stock, or publicly announce any
intention to do any of the foregoing, without the prior written consent of the placement agent, for a period of days from the
closing date of the offering. This consent may be given at any time without public notice. These restrictions on future dispositions
by our directors and executive officers are subject to exceptions for (i) one or more bona fide gift transfers of securities to donees
who agree to be bound by these restrictions, (ii) transfers of securities to one or more trusts for bona fide estate planning purposes,
(iii) transfers by will or other testamentary document to a legal representative, heir or beneficiary, (iv) transfers by operation of
law, [(v) acquisition or exercise of any stock option, and (vi) transfers to the Company or otherwise in connection with the vesting
of restricted stock or “net” or “cashless” (including broker assisted) exercise of options or other rights to
purchase shares of Common Stock, in each case granted pursuant to the Company’s current equity incentive plan, in satisfaction
of any associated tax obligations through cashless surrender or otherwise, provided, that any shares of Common Stock issued upon exercise
of such option or other rights or otherwise not transferred to satisfy tax obligations shall remain subject to the restrictions on future
dispositions].
Regulation
M Restrictions
Dawson
may be deemed to be an underwriter within the meaning
of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the securities
sold by it while acting as our exclusive placement agent might be deemed to be underwriting discounts or commissions under the Securities
Act. As an underwriter, Dawson would be required to comply with the requirements of the Securities Act and the Exchange Act, including,
without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations
may limit the timing of purchases and sales of shares of securities by Dawson acting as exclusive placement agent. Under these
rules and regulations, Dawson:
●
may not engage in any stabilization activity in connection with our securities; and
●
may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted
under the Exchange Act, until it has completed its participation in the distribution.
Electronic
Distribution
This
prospectus in electronic format may be made available on websites or through other online services maintained by the Company, the placement
agent, or by its affiliates. Other than this prospectus in electronic format, the information on the Company’s and/or placement
agent’s website and any information contained in any other website maintained by the Company or placement agent is not part of
this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the
placement agent in its capacity as an underwriter, and should not be relied upon by investors.
Price
Stabilization, Short Positions
No
person has been authorized by the Company to engage in any form of price stabilization in connection with this offering.
Listing
& Transfer Agent
Our
Common Stock is listed on the NASDAQ Capital Market under the symbol “GCTK.”
The
transfer agent and registrar for our Common Stock is VStock Transfer, LLC.
Other
Activities and Relationships
The
placement agent and certain of its affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment,
hedging, financing and brokerage activities. The placement agent and certain of its affiliates have, from time to time, performed, and
may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which
they received or will receive customary fees and expenses.
In
the ordinary course of their various business activities, the placement agent and certain of its affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including
bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve
securities and/or instruments issued by us and our affiliates. If the placement agent or its affiliates have a lending relationship with
us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The placement agent and
its affiliates may hedge such exposure by entering into transactions that consist of either the purchase of credit default swaps or the
creation of short positions in our securities or the securities of our affiliates, including potentially the Common Stock offered hereby.
Any such short positions could adversely affect future trading prices of the Common Stock offered hereby. The placement agent and certain
of its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express
independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments.
Offer
and Sale Restrictions Outside the United States
Other
than in the United States, no action has been taken by us or the placement agent that would permit a public offering of the securities
offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may
not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection
with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes
are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus.
This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in
any jurisdiction in which such an offer or a solicitation is unlawful.
LEGAL
MATTERS
The
validity of the securities offered hereby and certain other legal matters will be passed upon for us by Nelson Mullins Riley & Scarborough
LLP, Raleigh, North Carolina. ArentFox Schiff LLP, Washington D.C., has acted as counsel for the placement agent in connection
with certain legal matters relating to this offering.
EXPERTS
The
audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so
incorporated by reference in reliance upon the report of
Fahn Kanne & Co, independent registered public accountants, upon the authority of said firm as experts in accounting,
WHERE
YOU CAN FIND MORE INFORMATION
We
make periodic and other filings required to be filed by us as a reporting company under Sections 13 and 15(d) of the Exchange Act. The
SEC maintains a website at http://www.sec.gov that contains the reports, proxy and information statements, and other information that
issuers, such as us, file electronically with the SEC. Our website address is https://glucotrack.com/. Information contained on our website,
however, is not, and should not be deemed to be, incorporated into this prospectus and you should not consider information contained
on our website to be part of this prospectus. We have included our website address as an inactive textual reference only.
This
prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the
information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms
of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents
incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents
are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the
actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through
the SEC’s website, as provided above.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus. Any statement contained in this prospectus or a previously filed document incorporated by reference
will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus
modifies or replaces that statement:
● |
Annual
Report on Form
10-K for the year ended December 31, 2023 filed on March 28, 2024; |
|
|
● |
Quarterly
Report on Form
10-Q for the fiscal quarter ended March 31, 2024 filed on May 15, 2024; |
|
|
● |
Quarterly
Report on Form
10-Q for the fiscal quarter ended June 30, 2024, filed with the SEC on August 13, 2024; |
|
|
● |
Current
Reports on Form 8-K (excluding any reports or portions thereof that are deemed to be furnished
and not filed) filed on January
2, 2024, February
16, 2024, May
2, 2024, May
20, 2024, May
24, 2024, June
20, 2024, July
1, 2024, July
22, 2024, July
31, 2024, September 3, 2024, September
10, 2024, and September 26, 2024; and |
|
|
● |
Our
registration statement on Form 8-A filed on December 8, 2021. |
We
also incorporate by reference any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
(i) the date of this registration statement and prior to effectiveness of this registration statement and (ii) the date of this prospectus
and before the completion of the offering of the securities included in this prospectus, however, we will not incorporate by reference
any document or portions thereof that are not deemed “filed” with the SEC, or any information furnished pursuant to Items
2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Current Reports on Form 8-K.
We
will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon such
person’s written or oral request, a copy of any and all of the information incorporated by reference in this prospectus. You may
request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following
address:
GLUCOTRACK,
INC.
301
Route 17 North, Ste. 800
Rutherford,
NJ 07070
(201)
842-7715
Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or
any accompanying prospectus supplement.
GLUCOTRACK,
INC.
Up
to Shares of Common Stock
Up to
Pre-Funded Warrants to Purchase up to Shares of Common Stock
Up
to Series A Common Warrants to Purchase up to
Shares of Common Stock
Up to
Series B Common Warrants to Purchase up to Shares of Common Stock
Up to
Placement Agent Warrants to Purchase up to Shares of Common Stock
Up to
Shares of Common Stock Underlying the Pre-Funded Warrants, Series A Common Warrants. Series B Common Warrants, and Placement Agent Warrants
PRELIMINARY
PROSPECTUS
Sole
Placement Agent
Dawson
James Securities, Inc.
,
2024
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
The
following table sets forth the various costs and expenses, other than the placement agent fees and expenses, to be paid in connection
with the offering of securities described in this registration statement. All amounts are estimates except for the SEC registration fee
and Financial Industry Regulatory Authority (“FINRA”) filing fee. Glucotrack, Inc. (“Glucotrack” or the “Registrant”)
will bear all costs and expenses shown below.
| |
Amount | |
SEC registration fee | |
$ | [●] | |
FINRA filing fee | |
$ | [●] | |
Printing and mailing | |
$ | [●] | |
Accounting fees and expenses | |
$ | [●] | |
Legal fees and expenses | |
$ | [●] | |
Miscellaneous fees and expenses | |
$ | [●] | |
Total expenses | |
$ | [●] | |
Item
14. Indemnification of Directors and Officers
Section
145 of the Delaware General Corporation Law (the “DGCL”) empowers a Delaware corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation or enterprise. A corporation may, in advance of the final action of
any civil, criminal, administrative or investigative action, suit or proceeding, pay the expenses (including attorneys’ fees) incurred
by any officer, director, employee or agent in defending such action, provided that the director or officer undertakes to repay such
amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. A corporation may indemnify
such person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful.
A
Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation to procure a judgment in
its favor under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director
is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which
he or she actually and reasonably incurred in connection therewith. The indemnification provided is not deemed to be exclusive of any
other rights to which an officer or director may be entitled under any corporation’s bylaws, agreement, vote or otherwise.
The
Registrant’s Bylaws, as amended, provide that it will indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of our company) by reason of the fact that he or she is or was a director, officer, employee or agent
of the Registrant, or is or was serving at the Registrant’s request as a director, officer, employee, trustee or agent of one of
its subsidiaries or another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter
as an “agent”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the Registrant’s best interests, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Additionally,
the Registrant’s Bylaws provide that it will indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor by reason
of the fact that he or she is or was an agent against expenses (including attorneys’ fees) actually and reasonably incurred by
him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the Registrant’s best interests, except that no indemnification will be made
in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
The
Registrant’s Certificate of Incorporation, as amended, provides that none of its directors shall be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s
duty of loyalty to us or our stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction from which the director derived an improper personal
benefit. To the extent the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the
liability of one of the Registrant’s directors, in addition to the limitation on personal liability provided by the Registrant’s
Certificate of Incorporation, shall be limited to the fullest extent permitted by the amended DGCL.
The
Registrant has obtained and maintains insurance policies insuring its directors and officers and the directors and officers of its subsidiaries
against certain liabilities they may incur in their capacity as directors and officers.
Additionally,
the Registrant has entered into indemnification agreements with its directors and officers to provide them with the maximum indemnification
allowed under the Registrant’s Certificate of Incorporation , Bylaws and applicable law, including indemnification for all judgments
and expenses incurred as the result of any lawsuit in which such person is named as a defendant by reason of being a director, officer
or employee of the Registrant, to the extent indemnification is permitted by the laws of the State of Delaware.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons,
we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
Item
15. Recent Sales of Unregistered Securities.
Set
forth below is information regarding unregistered securities issued by us within the past three years. Also included is the consideration
received by us for such unregistered securities and information relating to the section of the Securities Act, or rule of the SEC, under
which exemption from registration was claimed.
Issuance Under Intellectual
Property Purchase Agreement
On October 7, 2022 (“the
Closing Date”), the Company entered into Intellectual Property Purchase Agreement (the “IP Purchase Agreement”) with
Paul Goode, which is the Company’s Chief Executive Officer (the “Seller”), under which it was agreed that on and subject
to the terms and conditions of the IP Purchase Agreement, at the Closing Date, Seller shall sell, assign, transfer, convey and deliver
to the Company, all of Seller’s right, title and interest in and to the following assets, properties and rights (collectively,
the “Purchased Assets”): (a) all rights, title, interests in all current and future intellectual property, including, but
not limited to patents, trademarks, trade secrets, industry know-how and other IP rights relating to an implantable continuous glucose
sensor (collectively, the “Conveyed Intellectual Property”); and (b) all the goodwill relating to the Purchased Assets.
In consideration for
the sale by Seller of the Purchased Assets to the Company, at the Closing Date, the Company paid to Seller cash in the amount of one
dollar and became obligated to issue up to 200,000 shares of Common Stock based upon specified performance milestones as set forth in
the IP Purchase Agreement (the “Purchase Price”). In addition, if upon the final issuance, the aggregate 200,000 shares represent
less than 1.5% of the then outstanding Common Stock of the Company, the final issuance will include such number of additional shares
so that the total aggregate issuance equals 1.5% of the outstanding shares (the “True-Up Shares”). All shares of Common Stock
to be issued under the IP Purchase Agreement shall be (i) restricted over a limited period as defined in the IP Purchase Agreement and
issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and (ii) subject to the
lockup provisions.
On December 29, 2023,
20,000 shares of Common Stock were earned under the terms of the IP Purchase Agreement and were issued to Seller on February 6, 2024.
February 2024 Exchange
On
February 13, 2024, the “Company entered into an Exchange Agreement (the “Exchange Agreement”) with certain shareholders
(the “February Holders”), pursuant to which the Company and the Holders agreed to exchange (the “Exchange”) Common
Stock purchase warrants (the “February Warrants”) owned by the Holders for shares of Common Stock to be issued by the Company.
On
February 13, 2024, the Company closed the Exchange and issued to the February Holders an aggregate of 3,593,203 shares of Common Stock
(the “Shares”) in exchange for 4,381,953 February Warrants.
It was also agreed that
the February Holders would not, during the period (“Lock-Up Period”) (i) offer, pledge, announce the intention to sell, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares,
(ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the
Shares of, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Shares or such other securities,
in cash or otherwise, (iii) make any demand for or exercise any right with respect to, the registration of any Shares or any security
convertible into or exercisable or exchangeable for shares of Common Stock, or (iv) publicly announce an intention to effect any transaction
specific in clause (i), (ii) or (iii) above, provided however that the February Holder, during the Lock-Up Period, may (a) sell or contract
to sell Shares at a price higher than $0.50 per Share on any trading day up to 10% of the daily volume of Shares or (b) sell or contract
to sell Shares at a price higher than $0.80 per Share on any trading day with no limitation on volume. The Lock-Up Period expires
at the earlier of (i) 365 days after the date hereof or (ii) until the Shares traded above $1.00 per Share for five consecutive trading
days.
The
offer and sale of all securities listed in this Item 15 were made to a limited number of accredited investors in reliance upon exemptions
from the registration requirements pursuant to Section 4(a)(2) under the Securities Act and Regulation D promulgated under the Securities
Act. Individuals who purchased securities as described above represented that they were accredited investors within the meaning of Regulation
D and were acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale
or distribution thereof. The securities were offered without any general solicitation by the Company or its representatives.
April
Private Placement
On
April 22, 2024, the Company entered into a private placement agreement under which the Company issued 79,366 shares of its
Common Stock at a price of $6.30 per share for aggregate gross proceeds of $500. The Offering included participation of certain
members of the Company’s executive management, Board of Directors and existing shareholders. The shares were issued in reliance
on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated
under the Securities Act. The Company relied on this exemption from registration based in part on representations made by the investors.
July
1 Private Placement
On
July 1, 2024, the Company entered into note and warrant purchase agreements (the “Purchase Agreement”) with certain officers,
directors, and existing investors (the “July 1 Investors”), providing for the private placement of unsecured promissory notes
in the aggregate principal amount of $100,000 (the “July 1 Notes”) and warrants (the “July 1 Warrants”) to purchase
up to an aggregate of 300,000 shares of Common Stock. The closing of the private placement (the “Closing”) occurred on July
1, 2024.
The
July 1 Notes bear simple interest at the rate of three percent (3%) per annum and are due and payable in cash on the earlier of: (a)
twelve (12) months from the date of the July 1 Note; or (b) the date the Company raises third-party equity capital in an amount equal
to or in excess of $1,000,000 (the “Maturity Date”). The Company may prepay the July 1 Notes at any time prior to the Maturity
Date without penalty. If an event of default occurs, the then-outstanding principal amount of the Notes plus any unpaid accrued interest
will accelerate and become immediately payable in cash.
Each
July 1 Warrant has an exercise price of $4.95 per share. The July 1 Warrants are immediately exercisable and have a five-year term.
The
July 1 Notes and the July 1 Warrants were issued in reliance on the exemption from registration requirements thereof provided by Section
4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act. The Company relied on this exemption from registration
based in part on representations made by the July 1 Investors.
July
18 Private Placement
On
July 18, 2024, the Company entered into a series of convertible promissory notes with certain investors (the “July 18 Investors”),
providing for the private placement of unsecured convertible promissory notes in the aggregate principal amount of $360,000 (the “July
18 Notes” and each a “July 18 Note”).
The
July 18 Notes bear simple interest at the rate of eight percent (8%) per annum and are due and payable in cash on the earlier of: (a)
the twelve (12) month anniversary of the July 18 Note, or (b) the date of closing of a Qualified Financing (defined below) (the “Maturity
Date”). Interest will be computed on the basis of a 365-day year.
Except
with regard to conversion of the July 18 Notes as discussed below, the Company may not prepay the July 18 Notes without the written consent
of the holder. If not sooner repaid, all outstanding principal and accrued but unpaid interest on the Notes (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 $1.56.
Upon
the occurrence of an Event of Default (defined below), a holder may, by written notice to the Company, declare the July 18 Note to be
due immediately and payable with respect to the Note Balance. An “Event of Default” means (i) failure by the Company to pay
the Note Balance on the Maturity Date, (ii) voluntary bankruptcy, or (iii) involuntary bankruptcy. Upon the occurrence of an Event of
Default specified in clause (iii) above, the Note Balance shall automatically and immediately become due and payable, in all cases without
any action on the part of the holder.
The
July 18 Notes were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities
Act and Regulation D promulgated under the Securities Act. The Company relied on this exemption from registration based in part on representations
made by the July 18 Investors.
July
30 Private Placement
On
July 30, 2024, the Company entered into a convertible promissory note and three warrant agreements (the “July 30 Warrants”)
with an investor (the “July 30 Holder”), providing for the private placement of a secured convertible promissory note in
the aggregate principal amount of 4,000,000 (the “July 30 Note”). The July 30 Note is not convertible until and unless approved
at a meeting of the Company’s stockholders (“Stockholder Approval”). The Company has agreed to hold such a meeting
to seek Stockholder Approval within 90 days. The July 30 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 July 30 Note, or (b) the date of closing of a Sale
Transaction (defined below) (the “Maturity Date”). Interest will be computed on the basis of a 365-day year. The July 30
Note is secured by a first-priority security interest on all Company assets.
Except
with regard to conversion of the July 30 Notes or a Sale Transaction as discussed below, the Company may not prepay the July 30 Notes
without the written consent of the July 30 Holder. If Stockholder Approval is obtained, the July 30 Note (i) is convertible at the discretion
of the July 30 Holder at a price equal to the closing price of the Common Stock on the date of conversion and, (ii) if the Closing Price
of the Common Stock exceeds $5.00 per share for a period of five (5) consecutive trading days, will automatically convert at a price
equal to the five-day (5) VWAP (subject to adjustment for any stock split, stock dividend, reverse stock split, combination or similar
transaction). “VWAP” means the daily volume weighted average price of the Common Stock.
In
the event of a Sale Transaction on or prior to the Maturity Date, the Company will repay the July 30 Holder, at the July 30 Holder’s
election, as follows: (a) cash equal to 200% of the Note balance, or (b) transaction consideration in the amount to be received by the
July 30 Holder in such Sale Transaction if the July 30 Note was converted pursuant to an optional conversion. “Sale Transaction”
means a merger or consolidation of the Company with or into any other entity, or a sale of all or substantially all of the assets of
the Company, or any other transaction or series of related transactions in which the Company’s stockholders immediately prior to
such transaction(s) receive cash, securities or other property in exchange for their shares and, immediately after such transaction(s),
own less than 50% of the equity securities of the surviving corporation or its parent.
Upon
the occurrence of an Event of Default (defined below), the July 30 Holder may, by written notice to the Company, declare the July 30
Note to be due immediately and payable with respect to the July 30 Note balance. An “Event of Default” means (i) failure
by the Company to pay the July 30 Note balance on the Maturity Date, (ii) the Company becomes subject to a judgement of more than $50,000,
(iii) voluntary bankruptcy, or (iv) involuntary bankruptcy. Upon the occurrence of an Event of Default specified in clause (iii) above,
the July 30 Note balance shall automatically and immediately become due and payable, in all cases without any action on the part of the
holder.
Each
July 30 Warrant becomes exercisable 12 months after its issuance and has term of 10 years. The July 30 Warrants are exercisable for cash
only and have no price-based antidilution. The first July 30 Warrant is for 2,133,334 shares at $1.875 per share. The second July 30
Warrant is for 1,523,810 shares at $2.625 per share. The third July 30 Warrant is for 1,185,186 shares at $3.375 per share.
The
July 30 Note and the July 30 Warrants were issued in reliance on the exemption from registration requirements thereof provided by Section
4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act. The Company relied on this exemption from registration
based in part on representations made by the July 30 Holder.
August
23 Conversion
On
August 23, 2024, two of the July 1 Investors entered into conversion agreements (the “Conversion Agreements”) with the Company,
pursuant to which the Company agreed to convert the principal amount, plus any accrued but unpaid interest pursuant to each of the July
1 Notes, totaling $20,076 each (the “Debt”), held by the Investors to Common Stock at a conversion price of $1.02 per share.
Also
in satisfaction of the Debt and pursuant to the Conversion Agreement, the Company issued to each of the two July 1 Investors three warrants
(each an “August 23 Warrant”). Each August 23 Warrant becomes exercisable on August 16, 2025 and has term of 10 years. The
August 23 Warrants are exercisable for cash only and have no price-based antidilution. The first August 23 Warrant is for 10, 707 shares
of Common Stock and is exercisable at $1.875 per share. The second August 23 Warrant is for 7,648 shares of Common Stock, exercisable
at $2.625 per share. The third August 23 Warrant is for 5,948 shares of Common Stock, exercisable at $3.375 per share.
The
August 23 Warrants and the shares issued in satisfaction of the Debt were issued in reliance on the exemption from registration requirements
thereof provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act. The Company relied on
this exemption from registration based in part on representations made by the investors.
September
5 Conversion
On
September 5, 2024, another July 1 Investor entered into a Conversion Agreement with the Company, pursuant to which the Company agreed
to convert the principal amount, plus any accrued but unpaid interest pursuant to the July 1 Investor’s July 1 Note, totaling $259,310.67
(the “Debt”), held by the Investor to Common Stock at a conversion price of $1.02 per share.
Also
in satisfaction of the Debt and pursuant to the Conversion Agreement, the Company issued to the July 1 Investor three warrants (each
an “September 5 Warrant”). Each September 5 Warrant becomes exercisable on August 16, 2025 and has term of 10 years. The
September 5 Warrants are exercisable for cash only and have no price-based antidilution. The first September 5 Warrant is for 138,299
shares of Common Stock and is exercisable at $1.875 per share. The second September 5 Warrant is for 98,785 shares of Common Stock, exercisable
at $2.625 per share. The third September 5 Warrant is for 76,833 shares of Common Stock, exercisable at $3.375 per share.
The
September 5 Warrants are subject to a beneficial ownership limitation such that the September 5 Warrants are not exercisable to the extent
that, after giving effect to such exercise, the holder (together with certain related parties) would beneficially own in excess of 4.99%,
or the “Maximum Percentage”, of shares of common stock outstanding immediately after giving effect to such exercise. The
Maximum Percentage may be raised or lowered to any other percentage not in excess of 9.99%, at the option of the holder, except that
any increase will only be effective upon 61 days’ prior notice to the Company.
The
September 5 Warrants and the shares issued in satisfaction of the Debt were issued in reliance on the exemption from registration requirements
thereof provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act. The Company relied on
this exemption from registration based in part on representations made by the investor.
Item
16. Exhibits and Financial Statement Schedules
Exhibit
Number |
|
Description
of Exhibit |
2.1 |
|
Merger
Agreement and Plan of Reorganization, dated as of May 25, 2010, by and among Integrity Applications, Inc., Integrity Acquisition
Ltd. and A.D. Integrity Applications Ltd. (1) |
3.1 |
|
Certificate
of Incorporation of Integrity Applications, Inc. (1) |
3.2 |
|
Certificate
of Amendment to Certificate of Incorporation of Integrity Applications, Inc. (1) |
3.3 |
|
Bylaws
of Integrity Applications, Inc. (1) |
3.4 |
|
Certificate
of Amendment to Certificate of Incorporation of Integrity Applications, Inc. (16) |
3.5 |
|
Amendments
to The Company’s Certificate of Incorporation (23) |
3.6 |
|
First
Amendment to Bylaws dated June 14, 2024 (18) |
3.7 |
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware
on May 17, 2024. (22) |
4.1 |
|
Specimen
Certificate Evidencing Shares of Common Stock (1) |
4.2 |
|
Form
of Common Stock Purchase Warrant (1) |
4.3 |
|
Form
of Series A Securities Purchase Agreement (2) |
4.4 |
|
Form
of Series A Common Stock Purchase Warrant (2) |
4.5 |
|
Form
of Series A Registration Rights Agreement (2) |
4.6 |
|
Certificate
of Designation of Preferences and Rights of Series A 5% Convertible Preferred Stock (2) |
4.7 |
|
Form
of Series B Securities Purchase Agreement (3) |
4.8 |
|
Form
of Series B-1 Common Stock Purchase Warrant (3) |
4.9 |
|
Form
of Series B-2 Common Stock Purchase Warrant (3) |
4.10 |
|
Form
of Series B Registration Rights Agreement (3) |
4.11 |
|
Certificate
of Designation of Preferences and Rights of Series B 5.5% Convertible Preferred Stock (3) |
4.12 |
|
Form
of Series C Securities Purchase Agreement (6) |
4.13 |
|
Form
of Series C-1 Common Stock Purchase Warrant (6) |
4.14 |
|
Form
of Series C-2 Common Stock Purchase Warrant (6) |
4.15 |
|
Form
of Series C Registration Rights Agreement (6) |
4.16 |
|
Certificate
of Designation of Preferences and Rights of Series C 5.5% Convertible Preferred Stock (6) |
4.17 |
|
Form
of Series D Securities Purchase Agreement (10) |
4.18 |
|
Form
of Series D-1 Common Stock Purchase Warrant (10) |
4.19 |
|
Form
of Series D-2 Common Stock Purchase Warrant (10) |
4.20 |
|
Form
of Series D-3 Common Stock Purchase Warrant (10) |
4.21 |
|
Form
of Series D Registration Rights Agreement (10) |
4.22 |
|
Form
of Prefunded Warrant (12) |
4.23 |
|
Form
of Warrant (19) |
4.24 |
|
Form
of Warrant (21) |
4.25+ |
|
Form
of Pre-Funded Warrant |
4.26+ |
|
Form
of Series A Common Warrant |
4.27+ |
|
Form
of Series B Common Warrant |
4.28+ |
|
Form of Placement Agent Warrant |
5.1+ |
|
Opinion
of Nelson Mullins Riley & Scarborough LLP |
10.1* |
|
Integrity
Applications, Inc. 2010 Incentive Compensation Plan (1) |
10.2* |
|
Amendment
No. 1 to Integrity Applications, Inc. 2010 Incentive Compensation Plan (11) |
10.3* |
|
Amendment
No. 2 to Integrity Applications, Inc. 2010 Incentive Compensation Plan (9) |
10.4* |
|
Form
of Director and Officer Indemnification Agreement (1) |
10.5* |
|
Personal
Employment Agreement, dated as of October 19, 2010, between A.D. Integrity Applications Ltd. and Avner Gal (1) |
10.6* |
|
Letter
Agreement, effective as of April 7, 2017, among Integrity Applications, Inc., A.D. Integrity Applications Ltd., and Avner Gal (9) |
10.7* |
|
Amended
and Restated Personal Employment Agreement, effective as of April 7, 2017, between A.D. Integrity Applications Ltd. and David Malka
(9) |
10.8 |
|
Irrevocable
Undertaking of Indemnification, dated as of July 26, 2010, by and among Integrity Applications, Inc., Avner Gal, Zvi Cohen, Ilana
Freger, David Malka and Alexander Raykhman (1) |
10.9 |
|
Investment
Agreement, dated February 18, 2003, between A.D. Integrity Applications Ltd., Avner Gal, Zvi Cohen, David Freger and David Malka
and Yigal Dimri (1) |
10.10* |
|
Form
of Stock Option Agreement (1) |
10.11* |
|
Form
of Stock Option Agreement (ESOP) (1) |
10.12 |
|
Letter
of Approval, addressed to Integrity Applications Ltd. from the Ministry of Industry, Trade and Employment of the State of Israel
(5) |
10.13 |
|
Letter
of Undertaking, addressed to the Ministry of Industry, Trade and Employment of the State of Israel - Office of the Chief Scientist
from Integrity Applications Ltd. (4) |
10.14 |
|
Investment
Agreement, dated March 16, 2004, by and among A.D. Integrity Applications Ltd., Yitzhak Fisher, Asher Kugler and Nir Tarlovsky. (4) |
10.15 |
|
Form
of Underwriting Agreement, dated April 13, 2023, between GlucoTrack, Inc. and Aegis Capital Corp. (12) |
10.16* |
|
Consulting
Agreement, dated October 11, 2023, by and between GlucoTrack, Inc. and James S. Cardwell (13) |
10.17 |
|
Form
of Exchange Agreement, dated February 13, 2024, by and among GlucoTrack, Inc. and certain holders thereof (14) |
10.18* |
|
Consulting
Agreement, dated August 1, 2019, by and between Integrity Applications, Inc. and Jolie Kahn (15) |
10.19* |
|
Employment
Agreement, dated October 19, 2021, by and between Integrity Applications, Inc. and Paul V. Goode (17) |
10.20 |
|
Form
of Note and Warrant Purchase Agreement (19) |
10.21 |
|
Form
of Promissory Note (19) |
10.22 |
|
Form
of Convertible Promissory Note (20) |
10.23 |
|
Form
of Convertible Promissory Note (21) |
10.24+ |
|
Form
of Securities Purchase Agreement |
10.25* |
|
Glucotrack, Inc. 2024 Equity Incentive Plan (24) |
14.1 |
|
Code
of Ethics (7) |
19.1 |
|
Insider
Trading Policies and Procedures, adopted March 22, 2024.(23) |
21.1 |
|
Subsidiaries
of Integrity Applications, Inc. (8) |
23.1** |
|
Consent of Fahn Kanne & Co. |
23.2+ |
|
Consent
of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1) |
24.1** |
|
Power of Attorney, dated September 16, 2024. |
24.2** |
|
Power of Attorney, dated October 24, 2024 |
101.INS
|
|
Inline
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded
within the Inline XBRL document |
101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document |
101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
107*** |
|
Filing Fee Table |
(1) | Previously
filed as an exhibit to the Company’s Registration Statement on Form S-1, as filed with
the SEC on August 22, 2011. |
| |
(2) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on March 18, 2013. |
| |
(3) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on September 5, 2014. |
| |
(4) | Previously
filed as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form
S-1, as filed with the SEC on October 7, 2011. |
| |
(5) | Previously
filed as an exhibit to Amendment No. 3 to the Company’s Registration Statement on Form
S-1, as filed with the SEC on November 10, 2011. |
| |
(6) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on April 14, 2016. |
| |
(7) | Previously
filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2016, as filed with the SEC on March 31, 2017. |
| |
(8) | Previously
filed as an exhibit to the Company’s Registration Statement on Form S-1, as filed with
the SEC on November 7, 2017. |
| |
(9) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on April 15, 2017 |
| |
(10) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on March 7, 2018. |
| |
(11) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on March 23, 2016. |
| |
(12) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on April 17, 2023. |
| |
(13) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on October 12, 2023. |
| |
(14) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on February 16, 2024. |
| |
(15) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on August 8, 2019. |
| |
(16) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on April 23, 2020. |
| |
(17) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on October 25, 2021. |
| |
(18) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on June 20, 2024. |
| |
(19) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on July 1, 2024. |
| |
(20) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on July 22, 2024. |
| |
(21) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on July 31, 2024. |
| |
(22) | Previously
filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the
SEC on May 20, 2024. |
| |
(23) | Previously
filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2023, as filed with the SEC on March 28, 2024. |
| |
(24) | Previously
filed as Appendix A of the Company’s Form DEF 14A filed with the Commission on April
1, 2024. |
| * | Compensation
Plan or Arrangement or Management Contract. |
| ** | Filed herewith. |
| *** | Previously
filed. |
| + | To
be filed by amendment |
Item
17. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;
provided,
however, that Paragraphs (i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement,
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the
date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first
use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Rutherford, state of New Jersey, on October 24,
2024.
|
GLUCOTRACK,
INC. |
|
|
|
By: |
/s/
Paul Goode |
|
Name: |
Paul
Goode |
|
Title: |
Chief
Executive Officer
(Principal
Executive Officer) |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in
the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Paul Goode |
|
Chief
Executive Officer and Director |
|
|
Paul
Goode |
|
(principal
executive officer) |
|
October
24, 2024 |
|
|
|
|
|
/s/
James S. Cardwell |
|
Chief
Financial Officer |
|
|
James
S. Cardwell |
|
(principal
financial and accounting officer) |
|
October
24, 2024 |
|
|
|
|
|
/s/ Dr. Robert Fischell |
|
|
|
|
Dr.
Robert Fischell |
|
Director |
|
October
24, 2024 |
|
|
|
|
|
/s/ Luis J. Malave |
|
|
|
|
Luis
J. Malave |
|
Director |
|
October
24, 2024 |
|
|
|
|
|
* |
|
|
|
|
Andrew
Balo |
|
Director |
|
October
24, 2024 |
|
|
|
|
|
* |
|
|
|
|
John
Ballantyne |
|
Director |
|
October
24, 2024 |
|
|
|
|
|
* |
|
|
|
|
Allen
Danzig |
|
Director |
|
October
24, 2024 |
|
|
|
|
|
/s/ Erin Carter |
|
|
|
|
Erin
Carter |
|
Director |
|
October
24, 2024 |
*By: |
/s/
Paul Goode |
|
Name: |
Paul
Goode, Attorney-in-fact, pursuant to the Power of Attorney filed as Exhibit 24.1 hereto. |
|
Exhibit 23.1
|
Fahn
Kanne & Co.
Head
Office
32
Hamasger Street
Tel-Aviv
6721118, ISRAEL
PO
Box 36172, 6136101
T
+972 3 7106666
F
+972 3 7106660
www.gtfk.co.il |
CONSENT
OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We
have issued our report dated March 28, 2024, with respect to the consolidated financial statements of Glucotrack Inc., included in the
Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference in this Registration Statement on
Form S-1. We consent to the incorporation by reference of the aforementioned report in the Registration Statement, and to the use of
our name as it appears under the caption “Experts”.
/s/
Fahn Kanne & Co. Grant Thornton Israel
FAHN
KANNE & CO. GRANT THORNTON ISRAEL
Tel-Aviv,
Israel
October
24, 2024
Certified
Public Accountants
Fahn
Kanne & Co. is the Israeli member firm of Grant Thornton International Ltd.
Exhibit
24.1
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Paul Goode and James S. Cardwell, and each of them singly, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign this Registration Statement on Form S-1 and any and all amendments (including post-effective
amendments) thereto of Glucotrack, Inc. and to file the same, with all exhibits thereto and all other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform
each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their,
his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Paul Goode |
|
Chief
Executive Officer and Director |
|
|
Paul
Goode |
|
(principal
executive officer) |
|
September
16, 2024 |
|
|
|
|
|
/s/
James S. Cardwell |
|
Chief
Financial Officer |
|
|
James
S. Cardwell |
|
(principal
financial and accounting officer) |
|
September
16, 2024 |
|
|
|
|
|
|
|
|
|
|
Dr.
Robert Fischell |
|
Director |
|
|
|
|
|
|
|
|
|
|
|
|
Luis
J. Malave |
|
Director |
|
|
|
|
|
|
|
/s/
Andrew Balo |
|
|
|
|
Andrew
Balo |
|
Director |
|
September
16, 2024 |
|
|
|
|
|
/s/
John Ballantyne |
|
|
|
|
John
Ballantyne |
|
Director |
|
September
16, 2024 |
|
|
|
|
|
/s/
Allen Danzig |
|
|
|
|
Allen
Danzig |
|
Director |
|
September
16, 2024 |
|
|
|
|
|
|
|
|
|
|
Erin
Carter |
|
Director |
|
|
Exhibit
24.2
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Paul Goode and James S. Cardwell, and each of them singly, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign this Registration Statement on Form S-1 and any and all amendments (including post-effective
amendments) thereto of Glucotrack, Inc. and to file the same, with all exhibits thereto and all other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform
each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their,
his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
Chief
Executive Officer and Director |
|
|
Paul
Goode |
|
(principal
executive officer) |
|
|
|
|
|
|
|
|
|
Chief
Financial Officer |
|
|
James
S. Cardwell |
|
(principal
financial and accounting officer) |
|
|
|
|
|
|
|
/s/ Dr. Robert Fischell |
|
|
|
|
Dr.
Robert Fischell |
|
Director |
|
October
24, 2024 |
|
|
|
|
|
/s/ Luis J. Malave |
|
|
|
|
Luis
J. Malave |
|
Director |
|
October
24, 2024 |
|
|
|
|
|
|
|
|
|
|
Andrew
Balo |
|
Director |
|
|
|
|
|
|
|
|
|
|
|
|
John
Ballantyne |
|
Director |
|
|
|
|
|
|
|
|
|
|
|
|
Allen
Danzig |
|
Director |
|
|
|
|
|
|
|
/s/ Erin Carter |
|
|
|
|
Erin
Carter |
|
Director |
|
October
24, 2024 |
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