Glucotrack files preliminary proxy for special meeting covering September Financing share issuance, PIPE Warrant issuance, and reverse stock split

Special meeting timing: A virtual-only special meeting of stockholders will be held on [date], 2026, at [time] Eastern Time at www.virtualshareholdermeeting.com/GCTK[__]; record date and meeting date are blank pending completion of the preliminary proxy.

September Financing proposal: Stockholders are asked to approve the full issuance of shares underlying $11,596,172.68 in aggregate principal amount of senior secured convertible notes and 4,831,739 warrants issued on September 10, 2026, which could represent more than 20% of outstanding common stock and therefore require Nasdaq 5635(d) approval.

PIPE Warrant proposal: Stockholders are asked to approve the full issuance of up to 2,666,667 shares underlying the PIPE Warrant issued in the August 4, 2026 Interim PIPE, which similarly requires Nasdaq 5635(d) approval due to potential issuance exceeding 19.99% of outstanding common stock.

Reverse stock split proposal: The Board seeks authority to effect one or more reverse stock splits at an aggregate ratio not to exceed 1-for-[X] within one year, with the ratio to be selected by management; the stated rationale is to maintain compliance with the Nasdaq $1.00 minimum bid price requirement (Listing Rule 5550(a)(2)).

Reverse split illustrative impact: At a 1-for-2 ratio, outstanding shares would decrease from 2,368,237 to 1,184,119 and per-share price would mechanically increase from $1.16 to $2.32 based on the closing price used in the proxy.

September Financing terms: The September Notes bear 8% interest, mature 9 months from issuance, have a 22% original issue discount, a conversion price equal to the lower of $3.12 and 80% of the 15-day VWAP (subject to a 20% of Nasdaq Minimum Price floor), and are accompanied by 5-year warrants exercisable at $7.50 per share.

September Financing amendments: Beginning September 22, 2026, the Company and holders executed amendments to the September Notes (effective September 28, 2026) and September Warrants that removed provisions permitting downward adjustment to the Floor Price and limited the make-whole True-Up Amount to cash only.