GlucoTrack Inc.

06/16/2025 | Press release | Distributed by Public on 06/16/2025 07:20

Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Glucotrack, Inc., a Delaware corporation (the "Company"), filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company (the "Certificate of Amendment"), which became effective at 4:30 p.m. on June 13, 2025 (the "Effective Time"), to effect a one-for-sixty (1:60) reverse stock split (the "Reverse Stock Split"), of the shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). The Reverse Stock Split was approved by the Company's stockholders at the 2025 annual meeting of the stockholders on May 22, 2025.

As a result of the Reverse Stock Split, every 60 shares of issued and outstanding Common Stock will be automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the Reverse Stock Split ratio were entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.

Following the Reverse Stock Split, the number of shares of Common Stock outstanding was proportionally reduced from 34,047,337 shares to approximately 567,456 shares. The shares of Common Stock underlying the Company's outstanding stock options and warrants will be similarly adjusted along with corresponding adjustments to their exercise prices.

The Company's transfer agent, VStock Transfer, LLC, is the exchange agent for the Reverse Stock Split and will correspond with stockholders of record regarding the Reverse Stock Split. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split.

The Common Stock will begin trading on a reverse stock split-adjusted basis upon market open on June 16, 2025. The ticker symbol for the Common Stock will remain "GCTK." The new CUSIP number for the Common Stock following the Reverse Stock Split will be 45824Q804.

The forgoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 8.01 Other Events

The table below sets forth the impact of the Reverse Stock Split on the Company's net loss per common share - basic and diluted; weighted average common shares outstanding - basic and diluted; and shares issued and outstanding, for the years ended December 31, 2024 and 2023, and the three months ended March 31, 2025 and 2024.

GlucoTrack Inc. published this content on June 16, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 16, 2025 at 13:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io