UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2024
GLUCOTRACK, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-41141 | | 98-0668934 |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
| 301 Rte 17 North, Ste. 800, Rutherford, NJ | | 07070 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (201) 842-7715
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | GCTK | | The Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 26, 2024, Glucotrack, Inc., a Delaware corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following five proposals:
Proposal 1 – 2024 Equity Incentive Plan
The Company’s 2024 Equity Incentive Plan was approved. The final results of the voting were as follows:
| Votes For | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| 9,989,257 | | | 885,365 | | | | 5,163,149 | | | | 1,932,226 | |
Proposal 2 – Election of Directors
Dr. Robert Fischell, Luis Malave, Andrew Sycoff, Shimon Rapps, Allen Danzig, and Erin Carter were each elected to serve on the Board of Directors (the “Board”) for a one-year term that expires at the 2025 Annual Meeting of Stockholders, or until their earlier death, resignation or removal and their successors are elected and qualified. The final results of the voting were as follows:
| Director | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Vote | |
| Dr. Robert Fischell | | | 10,793,666 | | | | 134,682 | | | | 5,109,423 | | | | 1,932,226 | |
| Luis Malave | | | 10,793,666 | | | | 122,745 | | | | 5,121,360 | | | | 1,932,226 | |
| Andrew Sycoff | | | 10,805,663 | | | | 5,231,471 | | | | 637 | | | | 1,932,226 | |
| Shimon Rapps | | | 10,786,853 | | | | 5,231,531 | | | | 19,387 | | | | 1,932,226 | |
| Allen Danzig | | | 10,793,726 | | | | 122,685 | | | | 5,121,360 | | | | 1,932,226 | |
| Erin Carter | | | 10,793,806 | | | | 122,745 | | | | 5,121,220 | | | | 1,932,226 | |
Proposal 3 – Reverse Stock Split
The Company’s stockholders approved of an amendment to Article IV of the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock, par value $0.001 per share at a ratio of between one-for-five and one-for-thirty, with such ratio to be determined at the sole discretion of the Board (the “Reverse Stock Split”) and with such Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion. The final results of the voting were as follows:
| Votes For | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| 17,094,412 | | | 779,366 | | | | 96,219 | | | | – | |
Proposal 4 – Ratification of Independent Registered Public Accountant
The Company’s stockholders ratified the previous appointment by the Audit Committee of the Board of Fahn Kanne & Co. as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023. The final results of the voting were as follows:
| Votes For | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| 17,831,735 | | | 114,935 | | | | 23,327 | | | | – | |
Proposal 5 – Frequency of Non-Binding Advisory Votes on Executive Compensation
The Company’s stockholders indicated, on an advisory basis, the preferred frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers as follows:
Every One (1) Year | | Every Two (2) Years | | | Every Three (3) Years | | | Abstentions | |
| 2,213,593 | | | 531,688 | | | | 8,138,410 | | | | 5,154,080 | |
In light of the foregoing, the Company currently intends to hold an advisory vote on the compensation of its named executive officers every three (3) years until the next required advisory vote on the frequency of holding the advisory vote on named executive officer compensation.
ITEM 9.01 Exhibit
| Exhibit 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 2, 2024 | |
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| | GLUCOTRACK, INC. |
| | | |
| | By: | /s/ Paul Goode |
| | Name: | Paul Goode |
| | Title: | Chief Executive Officer |
