Glucotrack Seeks Shareholder Nod for 20%+ Stock Issuance to Sixth Borough

TL;DR

**GCTK needs this Sixth Borough deal to avoid Nasdaq issues and stay afloat; vote FOR or risk a bigger mess.**

AI Summary

Glucotrack, Inc. (GCTK) is seeking stockholder approval for the issuance of common stock to Sixth Borough Capital Fund, LP, which could represent over 20% of the company's outstanding shares as of September 11, 2025. This issuance is crucial for complying with Nasdaq Listing Rule 5635(d). The Special Meeting, scheduled for October 31, 2025, will also address an Adjournment Proposal to allow for further proxy solicitation if needed. As of September 23, 2025, there were 899,410 shares of common stock outstanding and entitled to vote. The Board of Directors unanimously recommends a 'FOR' vote on both proposals, emphasizing the importance of this capital infusion. The company has engaged Sodali & Co. as a proxy solicitor for an estimated fee of $15,000 to assist in securing stockholder votes.

Why It Matters

This DEF 14A filing is critical for Glucotrack, Inc. as it seeks to finalize a significant capital infusion from Sixth Borough Capital Fund, LP. Approval of the Issuance Proposal is necessary to comply with Nasdaq Listing Rule 5635(d), preventing potential delisting issues and ensuring continued access to public markets. For investors, this vote directly impacts share dilution and the company's financial stability, while for employees and customers, it signals the company's ability to secure funding for future operations and growth in a competitive medical device market. The competitive context suggests that securing this funding is vital for Glucotrack to maintain its position and invest in product development.

Risk Assessment

Risk Level: medium — The risk level is medium because failure to approve the Issuance Proposal could lead to non-compliance with Nasdaq Listing Rule 5635(d), potentially resulting in delisting. The Adjournment Proposal indicates the company anticipates potential difficulty in securing the necessary votes, highlighting the uncertainty surrounding the approval of this critical capital raise.

Analyst Insight

Investors should carefully review the potential dilution from the issuance to Sixth Borough Capital Fund, LP, which may exceed 20% of outstanding shares. Vote 'FOR' both proposals to ensure Glucotrack, Inc. maintains its Nasdaq listing and secures necessary funding, or risk further instability.

Key Numbers

• 899,410 — Shares of Common Stock outstanding (As of September 23, 2025, entitled to vote at the Special Meeting.)
• $15,000 — Proxy Solicitation Fee (Estimated fee paid to Sodali & Co. for proxy solicitation services.)
• 20% — Potential Dilution Threshold (Shares issued to Sixth Borough Capital Fund, LP may represent more than 20% of outstanding common stock.)
• October 31, 2025 — Special Meeting Date (Date when stockholders will vote on the Issuance and Adjournment Proposals.)
• September 23, 2025 — Record Date (Date for determining stockholders eligible to vote at the Special Meeting.)

Key Players & Entities

• Glucotrack, Inc. (company) — Registrant seeking stockholder approval
• Sixth Borough Capital Fund, LP (company) — Recipient of common stock issuance
• Nasdaq Listing Rule 5635(d) (regulator) — Rule requiring stockholder approval for significant stock issuances
• Paul Goode (person) — Chief Executive Officer of Glucotrack, Inc.
• Sodali & Co. (company) — Proxy solicitor for Glucotrack, Inc.
• $15,000 (dollar_amount) — Estimated fee for Sodali & Co.'s proxy solicitation services
• October 31, 2025 (date) — Date of the Special Meeting of Stockholders
• September 23, 2025 (date) — Record date for voting eligibility
• September 11, 2025 (date) — Date of the Purchase Agreement with Sixth Borough Capital Fund, LP
• 899,410 (dollar_amount) — Shares of Common Stock outstanding and entitled to vote as of September 23, 2025

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [high — regulatory]: The company is seeking stockholder approval to issue shares of common stock to Sixth Borough Capital Fund, LP, which could exceed 20% of outstanding shares. This is required to comply with Nasdaq Listing Rule 5635(d), which mandates shareholder approval for issuances that exceed 20% of outstanding shares or voting power. Failure to obtain approval could lead to non-compliance with Nasdaq listing requirements.

Industry Context

Glucotrack operates in the healthcare technology sector, likely focusing on medical devices or diagnostics related to glucose monitoring. This sector is characterized by rapid innovation, significant R&D investment, and stringent regulatory oversight from bodies like the FDA. Companies often rely on external financing to fund product development, clinical trials, and market expansion. The competitive landscape includes established players and emerging startups, making access to capital crucial for survival and growth.

Regulatory Implications

The primary regulatory concern highlighted is compliance with Nasdaq Listing Rule 5635(d). Failure to obtain stockholder approval for the share issuance could result in the company being delisted from Nasdaq, severely impacting its liquidity and access to capital markets. The company is proactively addressing this by seeking shareholder consent.

What Investors Should Do

1. Vote FOR Proposal 1 (Issuance of Shares)
2. Vote FOR Proposal 2 (Adjournment Proposal)
3. Review the terms of the Purchase Agreement

Key Dates

• 2025-10-31: Special Meeting of Stockholders — Stockholders will vote on the approval of the issuance of common stock to Sixth Borough Capital Fund, LP and an adjournment proposal. This meeting is critical for the company to secure necessary capital and maintain Nasdaq compliance.
• 2025-09-23: Record Date — Determines which stockholders are eligible to vote at the Special Meeting. As of this date, there were 899,410 shares of common stock outstanding and entitled to vote.
• 2025-09-11: Purchase Agreement Date — Date of the agreement between Glucotrack and Sixth Borough Capital Fund, LP for the issuance of common stock. This agreement is the basis for Proposal 1.
• 2025-10-03: Mailing of Proxy Statement — The proxy statement and card are sent to stockholders, providing information about the Special Meeting and the proposals to be voted upon.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual or special meeting. (This document contains the information regarding the proposed stock issuance and the special meeting.)

Nasdaq Listing Rule 5635(d)

A rule that generally requires shareholder approval prior to the issuance of securities if the issuance involves the sale or potential sale of common stock, any series of preferred stock, or securities convertible into common stock, at a price that is less than the Minimum Price (as defined in Nasdaq Marketplace Rule 5635(d)(2)(A)), or if the number of shares of common stock to be issued is or may be equal to 20% or more of the outstanding shares of common stock or voting power before the issuance. (Glucotrack needs stockholder approval under this rule because the issuance to Sixth Borough Capital Fund, LP may exceed 20% of outstanding shares.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting. It contains information about the company's board of directors, executive compensation, and the matters to be voted on. (This is the primary document detailing the proposals for the Special Meeting and how shareholders should vote.)

Issuance Proposal

The proposal to approve the issuance of shares of common stock to Sixth Borough Capital Fund, LP. (This is the main item of business for the Special Meeting, crucial for the company's financing and Nasdaq compliance.)

Adjournment Proposal

A proposal to allow the company to adjourn the Special Meeting to a later date if necessary to permit further solicitation of proxies. (This provides the company flexibility to ensure sufficient votes are obtained for the primary Issuance Proposal.)

Proxy Solicitor

A firm hired by a company to assist in soliciting votes from shareholders for upcoming meetings. (Sodali & Co. has been engaged for this role, indicating the company's effort to secure the necessary votes.)

Year-Over-Year Comparison

This filing is a DEF 14A specifically for a Special Meeting to approve a significant stock issuance. As such, it does not provide comparative financial data from a previous annual filing. The key focus is on the immediate need for capital and Nasdaq compliance, rather than year-over-year performance trends. New risks related to this specific transaction, such as potential dilution and the dependency on shareholder approval, are central to this filing.

Key Financial Figures

• $0.001 — ce of shares of common stock, par value $0.001 per share of the Company (the “Co
• $15,000 — odali an estimated fee of approximately $15,000, as well as reasonable and customary do
• $20.0 million — purchase from us up to an aggregate of $20.0 million of our Common Stock (subject to certain

Filing Documents

• formdef14a.htm (DEF 14A) — 177KB
• proxy_001.jpg (GRAPHIC) — 157KB
• proxy_002.jpg (GRAPHIC) — 125KB
• 0001493152-25-016777.txt ( ) — 568KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 6 PROPOSAL 1: PROPOSAL TO APPROVE, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(D), THE FULL ISSUANCE OF SHARES OF COMMON STOCK ISSUABLE BY THE COMPANY PURSUANT TO THE PURCHASE AGREEMENT 7 PROPOSAL 2: ADJOURNMENT PROPOSAL 11 HOUSEHOLDING 12 STOCKHOLDER PROPOSALS 12 i GLUCOTRACK, INC. PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS To Be Held on October 31, 2025 The following information is furnished to each stockholder in connection with the foregoing Notice of Special Meeting of Stockholders of Glucotrack, Inc., a Delaware corporation, to be held exclusively online via the Internet on Friday, October 31, 2025, at 12:00 p.m. (Eastern time) at https://www.virtualshareholdermeeting.com/GCTK2025SM2 . The enclosed proxy is for use at the special meeting of stockholders (the “Special Meeting”) and any postponement or adjournment thereof. Unless the context requires otherwise, references to “Glucotrack,” “the Company,” “we,” “our,” and “us” in this Proxy Statement refer to Glucotrack, Inc. In accordance with the bylaws of the Company (as they may be amended, supplemented or otherwise modified from time to time, the “Bylaws”), the Special Meeting has been called for the following purposes: 1. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of common stock, par value $0.001 per share of the Company (the “Common Stock”), to Sixth Borough Capital Fund, LP (“Sixth Borough”), pursuant to that certain purchase agreement, dated September 11, 2025, by and between the Company and Sixth Borough (the “Purchase Agreement”), which shares may represent more than 20% of the Company’s issued and outstanding Common Stock as of the date of the Purchase Agreement (the “Issuance Proposal” or &ldquo

View Full Filing

View this DEF 14A filing on SEC EDGAR