Glucotrack, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. (a) Except as disclosed below, during the quarter ended September 30, 2024, there were no unregistered sales of our securities that were not reported in a Current Report on Form 8-K. On August 23, 2024, two investors entered into conversion agreements (the “Conversion Agreements”) with the Company, pursuant to which the Company agreed to convert the principal amount, plus any accrued but unpaid interest pursuant to two outstanding promissory notes, totalling $20,076 each (the “Debt”), held by the Investors to Common Stock at a conversion price of $1.02 per share. Also in satisfaction of the Debt and pursuant to the Conversion Agreement, the Company issued to each of the two Investors three warrants (each an “August 23 Warrant”). Each August 23 Warrant becomes exercisable on August 16, 2025, and has term of 10 years. The August 23 Warrants are exercisable for cash only and have no price-based antidilution. The first August 23 Warrant is for 10,707 shares of Common Stock and is exercisable at $1.875 per share. The second August 23 Warrant is for 7,648 shares of Common Stock, exercisable at $2.625 per share. The third August 23 Warrant is for 5,948 shares of Common Stock, exercisable at $3.375 per share. The August 23 Warrants and the shares issued in satisfaction of the Debt were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act. The Company relied on this exemption from registration based in part on representations made by the investors. (b) Not applicable. (c) None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None.