What changed in this filing

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Item 1. Financial Statements

2023-05-12 compared with 2022-11-14 · 144 added, 158 removed, 61 unchanged (83% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

September 30,

In thousands of US dollars

(except share data)

September 30,

Current Assets

2 unchanged sentences

Total current assets

Operating lease right-of-use assets, net

Property and equipment, net

3 unchanged sentences

Accounts payable

Operating lease liabilities, current

Other current liabilities

2 unchanged sentences

Loans from Stockholders

Operating lease liabilities, non-current

Total Non-current liabilities

3 unchanged sentences

500,000,000 shares authorized;

15,503,632 and 15,500,730 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Common Stock of $ 0.001

par value (“Common Stock”):

shares authorized;

and 15,500,730

shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Receipts on account of shares

4 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

In thousands of US dollars (except share data)

period ended September 30,

Research and development

Marketing expenses

General and administrative

In thousands of US dollars

(except share data)

Three-month period ended March 31,

Research and development expenses

General and administrative expenses

Total operating expenses

Operating loss

Other expenses

Finance Income (Expenses), net

Other comprehensive income (expenses):

Foreign currency translation adjustment

Financing expense, net

Loss for the period

Other comprehensive income:

Foreign currency translation income

Comprehensive loss for the period

Net Loss per Common Stock

Average number of Common Stock used in computing basic and diluted loss per share

Loss per share (Basic and Diluted)

Weighted average number of common stock outstanding used in computing basic and diluted net loss per share

accompanying notes are an integral part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

account of shares

Comprehensive

Stockholders’

In thousands of US Dollars (except share data)

thousands of US dollars (except share data)

account of shares

Comprehensive

Stockholders’

Balance at January 1, 2021

Loss for the period

Other comprehensive loss

Issuance of restricted shares as compensation towards directors ( * )

Stock-based compensation

Balance at September 30, 2021

Balance at July 1, 2021

Loss for the period

Other comprehensive loss

Stock-based compensation

Issuance of restricted shares as compensation towards directors ( * )

Balance at September 30, 2021

Balance at January 1, 2022

Loss for the period

Other comprehensive income

Issuance of restricted shares as compensation towards directors

Restricted shares to be issued as compensation towards directors ( * )

Stock-based compensation

Balance at September 30, 2022

Balance at July 1, 2022

Beginning balance, value

Loss for the period

Other comprehensive income (expenses)

Issuance of restricted shares as compensation towards directors ( * )

Issuance of restricted shares as compensation towards directors

Restricted shares to be issued as compensation towards directors ( * )

Restricted shares to be issued as compensation towards directors

Stock-based compensation

Balance at September 30, 2022

Ending balance, value

issuance occurred subsequent to the balance sheet date.

at January 1, 2022

for the period

comprehensive income

of restricted

shares as compensation towards directors (*)

as of March 31, 2022

thousands of US dollars (except share data)

account of shares

Comprehensive

Stockholders’

at January 1, 2023

for the period

comprehensive income

of restricted

shares as compensation towards directors (*)

shares to be issued as compensation towards directors

as of March 31, 2023

Actual issuance occurred subsequent to the balance

accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

In Thousands of US dollars

Nine-month period ended

September 30.

Three-month period ended

Cash flows from operating activities:

Loss for the period

Adjustments to reconcile net loss to net cash used in operating activities:

Capital loss on sale of property and equipment

Adjustments to reconcile loss for the period to net cash used in operating activities:

Stock-based compensation

Issuance of restricted shares as compensation towards directors (*)

Issuance of restricted shares as compensation towards directors

Linkage difference on principal of loans from stockholders

Changes in assets and liabilities:

Increase in inventory

Increase in other current assets

Increase (Decrease) in accounts payable

Increase (Decrease) in other current liabilities

Decrease in accounts payable

Increase in other current liabilities

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of property and equipment

Purchase of property and equipment

Net cash provided by (used in) investing activities

Effect of exchange rate changes on cash and cash equivalents, and restricted cash

Decrease in cash, cash equivalents, and restricted cash

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Change in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of the period

Cash, cash equivalents, and restricted cash, end of period

issuance occurred subsequent to the balance sheet date.

Cash, cash equivalents, and restricted cash at end of the period

Actual issuance occurred subsequent to the balance

accompanying notes are an integral part of these condensed consolidated financial statements.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Inc (the “Company”) was incorporated on May 18, 2010 under the laws of the State of Delaware.

On July 15, 2010, GlucoTrack

Acquisition Corp.

(hereinafter:

“Integrity Acquisition”), a wholly owned Israeli subsidiary of the Company, which

was established on May 23, 2010, completed a merger with A.D.

Integrity Applications Ltd.

(hereinafter:

“Integrity Israel”),

an Israeli corporation that was previously held by the stockholders of the Company.

Pursuant to the merger, all equity holders of

Integrity Israel received the same proportional ownership in the Company as they had in Integrity Israel prior to the merger.

the merger, Integrity Israel remained a wholly owned subsidiary of the Company.

As the merger transaction constituted a structural

reorganization, the merger has been accounted for at historical cost in a manner similar to a pooling of interests.

Integrity Israel

was incorporated in 2001 and commenced its operations in 2002.

Company and Integrity Israel are referred as the “Group”.

December 8, 2021, the Company announced that its shares of Common Stock were approved for listing on the Nasdaq Capital Market (“NASDAQ”).

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 the design, development

and commercialization of novel technologies for use by people with diabetes and prediabetes.

We are currently developing two products;

a non-invasive glucose monitor for use by those with Type 2 diabetes and prediabetes, and an implantable continuous glucose monitor for

those with Type 1 diabetes and insulin-dependent Type 2 diabetes.

Company and Integrity Israel are considered collectively as the “Group”.

On December 8, 2021, the

Company announced that its shares of Common Stock were approved for listing on the Nasdaq Capital Market (“NASDAQ”).

Trading on NASDAQ commenced on December 10, 2021 under its existing trading symbol, IGAP.

March 14, 2022, the Company announced that it has completed its corporate name and ticker symbol change on the Nasdaq Capital Market

(from IGAP to GCTK), to be effective at the commencement of trading on March 14, 2022.

connection with its application to list its shares on Nasdaq Capital Market (“NASDAQ”), as detailed above, on August

13, 2021, the Company effected a reverse split of its Common Stock in a ratio of 1 for 13 (the “Reverse Share Split”).

For accounting purposes, all Shares, options and warrants to purchase Common Stock and loss per share amounts have been adjusted

to give retroactive effect to this Reverse Share Split for all periods presented in these interim consolidated financial statements.

Any fractional shares resulting from the Reverse Share Split were rounded up to the nearest whole share.

concern uncertainty

its incorporation, the Company did not conduct any material operations other than the design, development and commercialization of

the first generation of non-invasive glucose monitoring devices for use by people with diabetes.

The development and commercialization

of the second generation of the product is expected to require substantial expenditures.

The Company and Integrity Israel have not

yet generated significant revenues from operations, and therefore they are dependent upon external sources for financing their operations.

As of September 30, 2022, the Group has accumulated

deficit of $ 100,614 thousand, and incurred losses and generated negative cash flow from operating activity for the nine-months period.

As of September 30, 2022, the Company had $ 3,241 thousand in cash.

Management has considered the significance of such condition 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.

Company plans to finance its operations through the sale of equity and/or debt securities (including shelf registration statement

on Form S-3 that was declared effective on September 27, 2021 by the Securities and Exchange Commission (SEC) and which allows the

Company to register up to $ 100,000 thousand of certain equity and/or debt securities of the Company through prospectus supplement).

There can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenues from

product sales to continue its operations as a going concern.

The consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

On March 14, 2022, the

Company announced that it has completed its corporate name and ticker symbol change on the Nasdaq Capital Market (from IGAP to GCTK),

to be effective at the commencement of trading on March 14, 2022.

and Going concern uncertainty

date, the Company has not yet generated significant revenues from selling of GlucoTrack 1.0 product.

In addition, development and

commercialization of GlucoTrack 2.0 product is expected to require substantial expenditures and therefore the Company is dependent

upon external sources for financing its operations.

As of March 31, 2023, the Company has incurred accumulated deficit of $ 103,187

Further, the Company has generated operating losses and negative operating cash flow for all reported periods.

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 are not raising substantial doubt about the Company’s

ability to continue as a going concern, taking into consideration, the balance of cash and cash equivalents As of March 31, 2023

which amounted to $ 1,003 , together with the net proceeds in total amount of $ 8,730 thousand which were received upon closing of

a public offering through prospectus supplement on Form S-3 (see also Note 3) on April 17 2023.

on its assessment, management believe that such funds are sufficient for the Company to realize its business plans for the twelve-months

subsequent to the reporting period.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (cont.)

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of presentation

accompanying unaudited condensed consolidated interim financial statements and related notes should be read in conjunction with our

consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December

31, 2021, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022.

The unaudited condensed consolidated

financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements.

As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements

prepared in accordance with U.S.

Basis of presentation

Accounting Principles

The accompanying unaudited

condensed consolidated interim financial statements and related notes should be read in conjunction with our consolidated financial

statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with

the Securities and Exchange Commission (“SEC”) on March 31, 2023.

The unaudited condensed consolidated financial statements

have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements.

under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in

accordance with U.S.

GAAP have been condensed or omitted.

The financial information contained herein is unaudited;

management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s

financial position and operating results for the interim periods.

however, management

believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial

position and operating results for the interim periods.

All such adjustments are of a normal recurring nature

results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending

December 31, 2022 or for any other interim period or for any future period.

of Consolidation

consolidated financial statements include the accounts of the Company and its subsidiary.

Significant intercompany balances and transactions

have been eliminated in consolidation

Loss Per Share

loss per share is computed by dividing the loss for the period applicable for holders of our Common Stock by the weighted average

number of shares of Common Stock outstanding during the period.

computing, diluted loss per share, basic earnings per share are adjusted to reflect the potential dilution that could occur upon

the exercise of options or warrants issued or granted using the “treasury stock method”, if the effect of each of such

financial instruments is dilutive.

computing diluted loss per share, the average stock price for the period is used in determining the number of Common Stock assumed

to be purchased from the exercise of stock options or stock warrants.

that will be issued upon exercise of all stock options and stock warrants, have been excluded from the calculation of the diluted

net loss per share for all the reported periods for which net loss was reported because the effect of the Common Stock issuable as

a result of the exercise or conversion of these instruments was anti-dilutive.

weighted average number of 6,562,279 and 6,356,344

outstanding stock options and stock warrants have been excluded from the calculation of the diluted net

loss per share for the period of nine months ended September 30, 2022 and 2021, respectively, because the effect of the Common stock

issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

of estimates in the preparation of financial statements

preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States

GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts

of revenues and expenses during the reporting periods.

The results for the period

of three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31,

2023 or for any other interim period or for any future period.

Principles of Consolidation

The consolidated financial

statements include the accounts of the Company and its subsidiary.

Significant intercompany balances and transactions have been eliminated

in consolidation

Net Loss Per Share

Basic loss per share is

computed by dividing the loss for the period applicable for holders of our Common Stock by the weighted average number of shares

of Common Stock outstanding during the period.

In computing, diluted loss

per share, basic earnings per share are adjusted to reflect the potential dilution that could occur upon the exercise of options

or warrants issued or granted using the “treasury stock method”, if the effect of each of such financial instruments

In computing diluted loss

per share, the average stock price for the period is used in determining the number of Common Stock assumed to be purchased from

the exercise of stock options or stock warrants.

Shares to be issued upon

exercise of all stock options and stock warrants, have been excluded from the calculation of the diluted net loss per share for all

the reported periods for which net loss was reported because the effect of the Common Stock issuable as a result of the exercise

or conversion of these instruments was anti-dilutive.

Use of estimates in

the preparation of financial statements

The preparation of consolidated

financial statements in conformity with accounting principles generally accepted in the United States (“U.S.

GAAP”) requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent

assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during

the reporting periods.

Actual results could differ from those estimates.

As applicable to these consolidated

interim condensed financial statements, the most significant estimates and assumptions relate to the going concern assumptions.

3 – CASH AND CASH EQUIVALENTS

SCHEDULE OF CASH AND CASH EQUIVALENTS

September 30,

As applicable to these consolidated interim condensed financial

statements, the most significant estimates and assumptions relate to the going concern assumptions.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

3 - SUBSEQUENT EVENTS

Company has evaluated all subsequent events through the date when these financial statements were issued to determine if these must be

The Company determined that there were no reportable subsequent events to disclose in these financial statements.

of underwritten U.S.

public offering

April 13, 2023, the Company completed an underwritten U.S.

public offering under which the Company received gross proceeds of approximately

$ 10,000 thousand for issuance of (i) 5,376,472 shares of common stock and (ii) 1,976,470 pre-funded warrants at a price to

the public of $ 1.36 per share.

The pre-funded warrants are exercisable for the same number of shares of common stock and may be exercised

at any time until exercised in full at an exercise price of $ 0.001 .

satisfaction of customary closing conditions, the closing date of the public offering was April 17, 2023 (the “Closing Date”).

the Company receives substantially all of the pre-funded warrant’s proceeds upfront (without any conditions) as part of the pre-funded

warrant’s purchase price and in return the Company is obligated to issue fixed number of shares of common stock to the holders.

Thus, pre-funded warrants will be accounted for and classified as additional paid-in capital as part of the Company’s stockholders’

total incremental and direct issuance costs amounted to $ 1,270 thousand.

These expenses will be deducted from additional paid-in capital

as they should be allocated to shares of common stock and pre-funded warrants.

November 22, 2022, Nasdaq provided notice that pursuant to Nasdaq Listing Rule 5550(b)(1), the Company is required to maintain a

minimum of $ 2,500

thousand in stockholders’ equity.

In addition, the Company does not meet the alternatives of market value of listed securities

or net income from continuing operations.

Upon closing of underwritten U.S.

public offering, the Company meets the requirement

under the above rule as on a pro forma basis, with giving effect to approximately $ 8,730 thousand net raise, the balance sheet as of

March 31, 2023 has assets of approximately $ 9,777 thousand and shareholders’ equity of $ 8,741 thousand.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements