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SIGNIFICANT TRANSACTIONS

6 Months Ended

Jun. 30, 2025

NOTE 3 - SIGNIFICANT TRANSACTIONS

A.	Equity Issuances

	Current Year ATM Sales Agreement On December 17, 2024, the Company entered into an ATM sales agreement (the “Sales Agreement”) with Dawson James Securities, Inc. (“Dawson James”), pursuant to which the Company agreed to issue and sell shares of Common Stock, having an aggregate offering price of up to $8,230, from time to time, through an “at-the-market” equity offering program (the “ATM Program”) under which Dawson James will act as sales agent (the “Agent”). On March 21, 2025, the Company sold 206,300 shares of Common Stock at an average offering price of $18.24 per share pursuant to the Sales Agreement for net proceeds of $3,643, after deducting fees owed to the Agent from such sale. During the three months ended June 30, 2025, the Company sold 414,785 shares of Common Stock at an average offering price of $10.74 per share pursuant to the Sales Agreement for net proceeds of $4,320, after deducting fees owed to the Agent from such sale. As of June 30, 2025, there was no remaining capacity available under the ATM Program. Registered Direct Offering On February 4, 2025, the Company entered into a securities purchase agreement with certain institutional investors, relating to the registered direct offering and sale of an aggregate of 43,968 shares of Common Stock at an offering price of $69.00 per share for gross proceeds of $3,034. The net proceeds to the Company from the offering were approximately $2,752, after deducting fees owed to the placement agent and other offering expenses. The February 2025 offering closed on February 5, 2025. Dawson James acted as the placement agent for the offerings pursuant to a placement agency agreement, dated February 4, 2025, by and between the Company and Dawson James. Prior Year April 2024 Private Equity Offering On April 22, 2024, the Company entered into a private placement agreement under which the Company issued 67 shares of its common stock at a price of $7,462.00 per share for aggregate gross proceeds of $500 (the “Offering”). The Offering included participation of certain members of the Company’s executive management, Board of Directors and existing shareholders. November 2024 Public Equity Offering and Concurrent Private Offering On November 12, 2024, the Company completed a public offering (the “Equity Offering”) under which the Company received gross proceeds of $10,000 in exchange for issuance of an aggregate of (i) 2,032 shares (the “Shares”) of its Common Stock, (ii) 3,965 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 3,965 shares of Common Stock (the “Pre-Funded Warrant Shares”) in lieu of Shares, (iii) Series A Warrants (the “Series A Warrants”) to purchase up to 5,996 shares of Common Stock (the “Series A Warrant Shares”) and (iv) Series B Warrants (the “Series B Warrants)” and, together with the Series A Warrants, the “Common Warrants”) to purchase up to 5,996 shares of Common Stock (“the “Series B Warrant Shares” together with the Series A Warrant Shares, the “Warrant Shares”). Each Share or Pre-Funded Warrant, as applicable, was sold together with one Series A Warrant to purchase one share of Common Stock and one Series B Warrant to purchase one Common Share. The public offering price for each Share and accompanying Common Warrants was $1,668.00, and the public offering price for each Pre-Funded Warrant and accompanying Common Warrants was $1,668.80. In a private placement offering completed concurrently with the Equity Offering (the “Concurrent Private Offering”), the Company converted approximately $4,093 of debt, which represented the then outstanding principal and accrued interest under a convertible promissory note dated July 30, 2024 (the “July 30 Note Debt”). The July 30 Note Debt was converted to Common Stock and Series A Warrants and Series B Warrants on substantially the same terms as the Offering, resulting in the issuance of 2,201 shares of Common Stock, 2,201 accompanying Series A Warrants, and 2,201 accompanying Series B Warrants, based on a conversion price of $1,860.00 per share, which is equal to the consolidated closing bid price of the Common Stock on the Nasdaq Capital Market on November 12, 2024. In addition, concurrently with the Equity Offering, the Company converted on substantially the same terms as the Equity Offering, three outstanding July 18, 2024 Notes, with an aggregate outstanding principal and accrued interest in the amount of $305. The three outstanding July 18, 2024 Notes automatically converted in connection with the closing of the Equity Offering at a conversion price of $1,872.00, which is equal to the Floor Price as defined in the July 18, 2024 Notes, for an aggregate of 9,760 shares of Common Stock, 162 Series A Warrants, and 162 Series B Warrants.

B.	Warrant Net Share Exchange into Common Stock and Warrant Repurchase

	As previously disclosed, on November 12, 2024, the Company commenced a best efforts public offering, and concurrent with the offering entered into a private placement, collectively (the “2024 November Offerings”) whereas the Company issued an aggregate of (i) 8,359 Series A Warrants and (ii) 8,359 Series B Warrants. On January 3, 2025, subject to shareholder approval the number of shares of Common Stock issuable upon exchange of the Series A Warrants and Series B Warrants issued pursuant to the 2024 November Offerings was reset from 8,359 shares to 54,032 shares, respectively. The Company accounted for the 108,064 warrants issued in connection with the 2024 November Offerings in accordance with the accounting guidance for derivatives. As further described in the annual financial statements for the year ended December 31, 2024, the Company analyzed the terms of the Series A and Series B Warrants and determined that such warrants are not eligible for equity classification and thus would be classified as derivative liabilities and recorded at fair value, with changes in fair value recorded through profit or loss. The Company used the Monte Carlo Simulation method for determining the fair value of the warrants. The Series A warrant assumptions used in the Monte Carlo simulations are an expected term of 4.62 years, an exercise price of $2,172, comparable company volatility of 113.5%, risk-free interest rate of 3.95% and share price of $370.20. The Series B warrant assumptions used in the Monte Carlo simulations are an expected term of 2.5 years, an exercise price of $2,172, company historical volatility of 378.6%, risk-free interest rate of 4.30% and share price of $370.20. During the three months’ period ended March 31, 2025, there were cashless exchanges of an aggregate 54,021 Series B Warrants issued in connection with the 2024 November Offerings, which resulted in the issuance of 162,063 shares of Common Stock. As these warrants were exchanged, as permitted under the respective warrant agreements, the Company did not receive any cash proceeds. The warrants were measured at fair value as of the settlement dates, and the change in fair value of $5,746, was recognized to net loss. Upon the exchange of the Series B Warrants, the fair value of the warrants exchanged as of the settlement dates of $20,625 was classified to equity under additional paid-in capital. On June 30, 2025, the Company repurchased 49,668 of its Series A Warrants form existing warrant holders for $160. The fair value of the Series A Warrants on the date of exercise was $65, resulting in a loss on repurchase of $95. During the three and six month period ending June 30, 2025, the Company recognized a change in fair value of derivative liabilities of $107, and $3,269, respectively. As of June 30, 2025, 11 Series B Warrants and 4,368 Series A Warrants remain outstanding, for a combined value of $5.

Note and Warrant Purchase Agreements

On June 27, 2024, the Board of Directors approved the Company to enter into note and warrant purchase agreements with certain officers, directors and existing investors, providing for the private placement of unsecured promissory notes in the aggregate principal amount of $100 (the “Notes”) and warrants to purchase up to an aggregate of 5,000 shares of the Company’s Common Stock (the “Warrants”).

The Notes bear simple interest at the rate of 3% per annum and are due and payable in cash on the earlier of: (i) twelve months from the date of the Note; or (ii) the date the Company raises third-party equity capital in an amount equal to or in excess of $1,000 (the “Maturity Date”). The Company may prepay the Notes at any time prior to the Maturity Date without penalty. If an event of default occurs, the then-outstanding principal amount of the Notes plus any unpaid accrued interest will accelerate and become immediately payable in cash.

Each Warrant has an exercise price of $297.00 per share, is immediately exercisable and has a five5-year term. Such Warrants were determined as eligible for equity classification.

At the initial date, the total proceeds received of $80 were allocated to the Notes and the Warrants based on their relative fair value of the identified components (i.e. Notes and Warrants) as determined by the Company’s management as follows:

	Fair value at Closing Date

Notes (1)	$	12
Warrants (2)		68
Fair value at Closing Date	$	80

As of June 30, 2025, all Notes have been settled by the Company.

GLUCOTRACK INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

(in thousands of US Dollars)