Glucotrack Inc

This proposal asks shareholders to approve, under Nasdaq Listing Rule 5635(d), the full issuance of Common Stock to White Lion Capital under a three‑year equity line (the ELOC Purchase Agreement) that gives the Company the right to require the Investor to purchase up to $50 million of Common Stock, as well as the immediate issuance of 2,505,513 Commitment Shares and a Commitment Warrant with up to $10 million coverage. Nasdaq rule 5635(d) triggers shareholder approval where an issuance could equal or exceed 20% of outstanding shares at the time of the underlying agreement, so management is seeking approval to remove the ELOC Exchange Cap and permit issuances in excess of 19.99% that otherwise would be restricted. The mechanics include rapid and VWAP purchases, beneficial ownership limitations (default 4.99% but may be increased to 9.99% by agreement), and anti‑dilution and exercise limitations on the Commitment Warrant; a $1,000,000 commitment fee was paid in Commitment Shares with a potential true‑up payment if the Commitment Fee Price is below the Minimum Price. Board rationale emphasizes that the ELOC provides a flexible, on‑demand financing source to support operations and liquidity needs, allowing the Company to access capital when necessary without negotiating discrete financings each time. If approved, the Company would be able to issue shares above the ELOC Exchange Cap even at prices below the Minimum Price, which will materially dilute existing shareholders and could negatively affect the market price; the prospectus/resale registration mechanics, beneficial ownership limits, and exercise constraints partially mitigate immediate concentration risk but do not eliminate dilution. If not approved, the Company’s use of the facility would be restricted to the 19.99% exchange cap unless other conditions are met, and the Company would face liquidated damages and repeated meeting obligations under the ELOC Purchase Agreement, creating recurring costs and procedural burdens. In evaluating this proposal, a sophisticated analyst should weigh management’s stated liquidity benefits and flexible capital access against the quantifiable dilution exposure (including the number of Commitment Shares and potential warrant exercise) and the governance implications of enabling sizable private placements at potentially below‑market prices.

This proposal asks shareholders to approve, under Nasdaq Listing Rule 5635(d), the full issuance of Common Stock upon conversion of the Bridge Notes and exercise of Bridge Warrants sold in a private placement in connection with the Merger and related financing, because those issuances could cause cumulative issuances to exceed Nasdaq’s 20% threshold. The Bridge Financing provided aggregate proceeds of approximately $7.95 million through Bridge Notes that carry a 22% original issue discount, 8% interest, and a nine‑month maturity; the Bridge Warrants provide 125% coverage of principal and five‑year terms. Importantly, neither the Bridge Notes nor the warrants are convertible or exercisable until the Bridge Stockholder Approval is obtained, and conversion/exercise mechanics include conversion prices based on the Minimum Price or an 80% VWAP with a Floor Price equal to 20% of the Minimum Price, subject to reset under specified low‑price conditions. The board is seeking approval to permit the intended conversions/exercises and to avoid liquidated damages and scheduled periodic meeting obligations tied to failure to obtain approval timely. If approved, the conversion and exercise could generate substantial dilution — the filing estimates conversion at the Floor Price could result in tens or hundreds of millions of shares issuable (for example, approximately 89.1 million shares on conversion at the Floor Price and approximately 159.6 million shares if warrants were exercised at that price based on original face values) — which would dramatically increase outstanding share count and could materially depress share price and voting power of current holders. The Board also notes potential anti‑takeover effects as the share base and required voting thresholds would increase, and it emphasizes Nasdaq compliance and contractual obligations as drivers of the request. If not approved, conversions and warrant exercises would remain blocked, but contractual penalties (additional share issuances or cash payments to investors and repeat meeting obligations) would be triggered, imposing financial and procedural burdens. For analysis, weigh the immediate need for capital and contractual constraints against extreme dilution risk, potential market impact, and governance consequences of substantially enlarging the share base.

This proposal requests shareholder approval to grant the proxies solicited by the Board discretionary authority to adjourn the Special Meeting to a later date or dates if there are insufficient votes to approve Proposals 1 or 2 or if a quorum is not present. Management seeks this authorization as a practical governance mechanism to allow additional time for solicitation of votes, including targeting holders who have not provided voting instructions; the Company would use the adjournment to avoid failing to obtain approvals that could trigger contractual penalties tied to the ELOC or Bridge financing arrangements. The adjournment authorization is conditional and purely procedural — it does not itself approve the financings — but it gives the Board flexibility to reconvene the meeting and continue solicitation without requiring a new special meeting notice each time. Approval requires a simple majority of votes cast on the proposal at the meeting, and abstentions are not counted as votes cast. If approved, the Board may adjourn to solicit additional proxies, increasing the likelihood that Proposals 1 and 2 will be approved and reducing the risk of liquidated damages or other contractually required remedial steps. If not approved and quorum or vote thresholds are not met, the Company could be forced to hold additional meetings under the timelines set in the financing agreements, potentially incurring liquidated damages or expedited procedural burdens. For an analyst, the adjournment proposal should be viewed as a low‑risk governance tool that preserves the Company’s ability to complete the financings if shareholders ultimately approve them, but it also centralizes discretionary authority with the Board for timing decisions about additional solicitations.