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 September 30, 2024, the Company has incurred an accumulated deficit of $122,356. in addition, the Company has generated operating losses and negative operating cash flow for all reported periods. As of September 30, 2024, the balance of cash and cash equivalents amounted to $346, together with the net proceeds in total amount of $8,873 which expected to be received upon closing of a public offering through registration statements on Form S-1 (see also Note 6 below) on November 14, 2024.

During the year ended December 31, 2023, the Company raised net proceeds of $8,730 through completion of underwritten public offering. Moreover, during the period of nine months ended September 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 below), (ii) private placement agreement under which the Company raised proceeds of $500 (see also Note 3D below), (iii) unsecured promissory notes and warrant agreements under which the Company raised proceeds of $100 (see also Note 3F below), (iv) unsecured promissory notes under which the Company raised proceeds of $360 (see also Note 3G below), (v) secured promissory note and warrant agreements under which the Company raised proceeds of $4,000 (see also Note 3H below) and (vi) conversion agreements under which certain financial liabilities have been settled for issuance of shares of common stock and warrants of the Company (see also Note 3I and Note 3J below).

The Company plans to finance its operations through the sale of equity securities (including shelf registration statement on Form S-3 was declared effective on October 3, 2023 by the Securities and Exchange Commission (SEC) which allows the Company to register up to $30,000 of certain equity and/or debt securities of the Company through prospectus supplement) and/or debt securities. There can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenue from sale 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.