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 development of an Implantable Continuous Glucose Monitor (CGM) 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 expenditure. Therefore, the Company is dependent upon external sources for financing its operations. As of June 30, 2024, the Company has incurred accumulated deficit of $117,269. Furthermore, the Company has generated operating losses and negative operating cash flow for all reported periods. As of June 30, 2024, the balance of cash and cash equivalents amounted to $159 together with additional amounts raised subsequent to the balance sheet date amounted to $4,360 thousand are insufficient for the Company to realize its business plans for the twelve-month period subsequent to the reporting period.

During the year ended December 31, 2023, the Company raised net proceeds of $8,730 through completion of underwritten public offering. In addition, during the period of six month ended June 30, 2024, the Company entered into (i) exchange agreement with certain shareholders under which warrants with down round protection feature have been exchanged into shares of common stock in order to facilitate its equity structure (see also Note 3B), (ii) private placement agreement under which the Company raised proceeds of $500 (see also Note 3D) and (iii) note and warrant agreement under which the Company raised proceeds of $80 (see also Note 3F).

In addition, subsequent to the balance sheet date, the Company entered into (i) convertible promissory notes under which the Company raised gross proceeds of $360 (see also Note 5A) and (ii) convertible promissory notes and warrants agreement under which the Company raised gross proceeds of $4,000 (see also Note 5B).

The Company plans to finance its operations through the sale of equity and/or debt securities. 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 in order to continue its operations as a going concern.

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 determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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