A.

Glucotrack Inc. (the “Company”) was incorporated on May 18, 2010 under the laws of the State of Delaware. The Company is a medical device company, focused on the design, development and commercialization of novel technologies for use by people with diabetes. The Company is currently developing an Implantable Continuous Blood Glucose Monitor (“CBGM”) for persons with Type 1 diabetes and insulin-dependent Type 2 diabetes (the “Glucotrack CBGM Product”).

B.

Liquidity and capital resources

To date, the Company has not yet commercialized the Glucotrack CBGM Product. Further development and commercialization efforts are expected to require substantial additional expenditures. Therefore, the Company is dependent upon external sources for financing its operations. As of March 31, 2024, the Company has incurred accumulated deficit of $112,780. Furthermore, the Company has generated operating losses and negative operating cash flow for all reported periods. As of March 31, 2024, the balance of cash and cash equivalents which amounted to $1,497,000 is insufficient for the Company to realize its business plans for the twelve-month period subsequent to the reporting period.

Management has considered the significance of such conditions in relation to the Company’s ability to meet its current obligations and to achieve its business targets and has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the year ended December 31, 2023, the Company raised net proceeds of $8,730 through completion of an underwritten public offering. In addition, during the year ended December 31, 2023, the Company entered into exchange agreement with certain shareholders under which warrants with down round protection feature have been exchanged into shares of common stock in order to improve its equity structure to enable the completion of a planned equity financing (see also Note 3A). Moreover, in April 2024, the Company raised net proceeds of $500,000 through completion of private placement transaction (see also Note 5A).

The Company plans to finance its operations through the sale of equity and/or debt securities (including shelf registration statement on Form S-3 that was declared effective on September 27, 2021 by the Securities and Exchange Commission (“SEC”) and which allows the Company to register up to $90,000 of certain equity and/or debt securities of the Company through prospectus supplement). There can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenues from sales of its Glucotrack CBGM Product, if any, in order to continue its operations as a going concern.

The condensed interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.