Glucotrack Inc

This management proposal asks stockholders to approve the full issuance of shares of Common Stock to Sixth Borough Capital Fund, LP under the Purchase Agreement dated September 11, 2025, such that issuances under that agreement could exceed 20% of the Company’s outstanding shares and therefore require Nasdaq shareholder approval under Rule 5635(d). Management seeks approval to remove the Exchange Cap limitation that would otherwise restrict issuance to Sixth Borough to 19.99% of pre-transaction outstanding shares unless the Average Price equals or exceeds the defined Minimum Price, enabling the company to access up to $20 million of capital on an as-needed basis via Regular, Add-On and Intraday Purchases over a 24‑month term. The proposal is transaction- and listing-rule-driven rather than an immediate issuance request: as of the date of the filing no shares had been issued under the Purchase Agreement, but the Company wants the flexibility to fully utilize the facility in the future. The board frames the Purchase Agreement as providing timely and potentially less dilutive access to capital relative to other financing alternatives, improving liquidity optionality for the company. The proxy explains Nasdaq mechanics, caps, pricing formulas, and the circumstances (Average Price threshold) that would otherwise preserve the Exchange Cap. If approved, the company could issue additional shares at prices below the September 11 Minimum Price without being constrained by the 19.99% Exchange Cap; if not approved, issuances above the cap would be blocked unless the Average Price threshold is met. The board recommends FOR because it views the facility as strategically valuable to fund operations and execute the business plan; it also discloses the dilutive and potential anti-takeover effects, allowing investors to weigh financing flexibility against dilution risk. Governance context: this is a typical “at-the-market” style equity purchase agreement requiring Nasdaq shareholder approval when the potential issuance exceeds the 20% threshold; investors should consider capital needs, dilution, timing, and the company’s alternatives when evaluating the proposal.

This management proposal seeks shareholder approval under Nasdaq Listing Rule 5635(d) for the issuance of shares upon exercise of 2,067,182 Common Warrants sold in a December 31, 2025 private placement, because the issuance upon exercise could exceed the 20% issuance threshold at a price below the Minimum Price. The Private Placement included Pre-Funded Warrants and Common Warrants; Nasdaq guidance requires allocation of value to warrants when assessing whether the common-stock component was sold at a discount, leading to a determination that some securities were effectively issued below the Minimum Price and therefore triggered the need for shareholder approval. Approval would permit the Company to receive up to the potential additional cash proceeds (the proxy notes up to approximately $8 million) if the warrants are exercised for cash, providing critical potential liquidity. If shareholders do not approve the proposal, the Common Warrants would remain outstanding but would not be exercisable for Common Stock, eliminating that potential funding source and potentially jeopardizing the Company’s ability to execute its business plan. Management emphasizes that the Securities Purchase Agreement is binding regardless of the vote; the stockholder vote affects only whether the Common Warrants can be exercised into Common Stock under Nasdaq rules. The filing also discloses substantial potential dilution and concentrated ownership outcomes (Investor could hold an estimated ~77% if all warrants were exercised, before applying beneficial ownership limits), so investors must weigh the liquidity benefit against severe dilution and governance impact. The board recommends FOR on the grounds that Stockholder Approval is necessary to unlock potential financing and comply with Nasdaq rules; the company also explains the mechanics and beneficial ownership limitations that constrain immediate concentration risk. Given the material dilutive and market-price risks, sophisticated investors should assess the company’s alternative financing options, runway, and the investor’s identity and intentions when evaluating the proposal.

This management proposal requests shareholder authorization to permit the Company, by holders of proxies solicited by the Board, to adjourn the Special Meeting to another date or dates to solicit additional proxies if there are insufficient votes or no quorum to approve Proposals 1, 2 or 3. The board seeks this authority as a procedural measure to ensure that, should initial vote tallies be inadequate, the Company can continue solicitation efforts without needing to reconvene an entirely new meeting under less flexible terms. The adjournment mechanism is common in special meetings where one or more matters require a majority of votes present or a quorum that may be lacking, and the proxy language makes clear that abstentions count as votes present for the adjournment (thus can act as a de facto vote against). Management recommends FOR to preserve the board’s ability to pursue approval of the Nasdaq-related proposals and to avoid the costs and delay of repeating the solicitation process without adjournment authority. Investors should recognize that adjournment authority can enable management to continue outreach and persuasion efforts, which may materially affect the eventual outcome of the contested issuances. The disclosure also notes that banks and brokers generally cannot vote on this non-routine matter without instructions, underscoring the need for beneficial owners to provide voting directions. From a governance perspective, while routine, such adjournment measures concentrate control of meeting scheduling with the board in pursuit of strategic financing objectives; stockholders should weigh the procedural convenience against potential impacts of extended solicitation on final outcomes.