Glucotrack, Inc. 10-Q

Item 1. Financial Statements GLUCOTRACK INC. CONDENSED CONSOLIDATED BALANCE SHEETS (i n thousands of US dollars except share data) September 30, 2025 December 31, 2024 Unaudited Current Assets Cash and cash equivalents $ 7,869 $ 5,617 Other current assets 237 151 Total current assets 8,106 5,768 Operating lease right-of-use asset, net 40 59 Property and equipment, net 144 95 Restricted cash - 10 TOTAL ASSETS $ 8,290 $ 5,932 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable $ 1,709 $ 992 Operating lease liability, current 28 26 Convertible promissory notes - 5 Promissory note 3,031 - Other current liabilities 529 252 Total current liabilities 5,297 1,275 Non-Current Liabilities Derivative financial liabilities (Note 2F and Note 3B) 3 17,421 Operating lease liability, non-current 12 33 Loans from stockholders 227 203 Total liabilities $ 5,539 $ 18,932 Commitments and contingent liabilities (Note 4) - Stockholders’ Equity (Deficit) Common Stock of $ 0.001 par value (“Common Stock”): 250,000,000 and 100,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 899,410 and 13,409 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 1 - (*) Common Stock value 250,000,000 and 100,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 899,410 and 13,409 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 1 - Additional paid-in capital 150,690 119,230 Receipts on account of shares 228 228 Accumulated other comprehensive income 42 ( 8 ) Accumulated deficit ( 148,210 ) ( 132,450 ) Total stockholders’ equity (deficit) 2,751 ( 13,000 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 8,290 $ 5,932 (*) Represents amount lower than $1. The accompanying notes are an integral part of these condensed interim consolidated financial statements. 4 GLUCOTRACK INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands of US dollars except share data) (unaudited) Nine-month period ended September 30, Three-month period ended September 30, 2025 2024 2025 2024 Operating expenses Research and development expenses $ 8,186 $ 7,800 $ 3,165 $ 2,063 General and administrative expenses 3,987 2,598 1,024 1,063 Marketing expenses 430 295 120 125 Total operating expenses 12,603 10,693 4,309 3,251 Operating loss 12,603 10,693 4,309 3,251 Other (income) expense Change in fair value of derivative liabilities 3,269 - - - Other (income) expense, net ( 44 ) ( 12 ) ( 136 ) ( 12 ) Finance income, net ( 68 ) 1,822 ( 2 ) 1,848 Net Loss 15,760 12,503 4,171 5,087 Other comprehensive income: Foreign currency translation adjustment ( 73 ) 11 ( 8 ) 17 Comprehensive loss for the period $ 15,687 $ 12,514 $ 4,163 $ 5,104 Basic and diluted net loss per share $ 30.09 $ 2,868 $ 4.64 $ 1,092 Weighted-average shares used to compute basic and diluted net loss per share 523,833 4,464 899,410 4,663 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 5 GLUCOTRACK INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands of US Dollars except share data) (unaudited) In thousands of US Dollars (except share data) Common Stock Numbers of Shares Amount Additional Paid-in Capital Receipts on account of shares Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders’ Equity Balance as of December 31, 2024 (Audited) 13,409 $ - (*) $ 119,230 $ 228 $ ( 8 ) $ ( 132,450 ) $ ( 13,000 ) Loss for the period - - - - - ( 15,760 ) ( 15,760 ) Other comprehensive income - - - - 50 - 50 Stock-based compensation - - 121 - - - 121 Issuance of Common Stock upon the completion of public offerings, net of offering expenses of $ 539 665,052 1 10,714 - - - 10,715 Stock split adjustment 58,886 - (*) - - - - - Cashless exchange of warrants into Common Stock 162,063 - (*) 20,625 - - - 20,625 Balance as of September 30, 2025 (Unaudited) 899,410 $ 1 $ 150,690 $ 228 $ 42 $ ( 148,210 ) $ 2,751 Balance as of December 31, 2023 (Audited) 3,482 $ - (*) $ 112,986 $ 48 $ 16 $ ( 109,853 ) $ 3,197 Loss for the period - - - - - ( 12,503 ) ( 12,503 ) Other comprehensive income - - - - ( 11 ) - ( 11 ) Stock-based compensation - - 239 - - - 239 Issuance of restricted shares as compensation towards directors 73 - (*) 126 ( 48 ) - - 78 Restricted shares to be issued as compensation towards directors - - - 100 - - 100 Issuance of Common Stock upon private placement transaction 67 - (*) 500 - 500 Issuance of restricted shares as payment for a previous achievement of milestone pursuant to purchase agreement 17 - (*) - - - - - Exercise of prefunded warrants into shares 330 - (*) - - - - - Exchange of warrants into shares 599 - (*) - - - - - Issuance of detachable warrants through private placements transactions 2,635 2,635 Issuance of shares and warrants as settlement of financial liabilities 243 - (*) 1,743 - - - 1,743 Balance as of September 30, 2024 (Unaudited) 4,811 $ - $ 118,229 $ 100 $ 5 $ ( 122,356 ) $ ( 4,022 ) Balance as of June 30, 2025 (Unaudited) 899,410 $ - (*) $ 150,649 $ 228 $ 41 $ ( 144,039 ) $ 6,880 Loss for the period - - - - - ( 4,171 ) ( 4,171 ) Other comprehensive income - - - - 1 - 1 Stock-based compensation - - 41 - - - 41 Balance as of September 30, 2025 (Unaudited) 899,410 $ 1 $ 150,690 $ 228 $ 42 $ ( 148,210 ) $ 2,751 Balance as of June 30, 2024 (Unaudited) 4,568 $ - (*) $ 113,908 $ 50 $ 22 $ ( 117,269 ) $ ( 3,289 ) Balance 4,568 $ - (*) $ 113,908 $ 50 $ 22 $ ( 117,269 ) $ ( 3,289 ) Loss for the period - - - - - ( 5,087 ) ( 5,087 ) Other comprehensive income - ( 17 ) - ( 17 ) Stock-based compensation - - 11 - - - 11 Issuance of detachable warrants through private placements transactions - (*) 2,567 - - 2,567 Restricted shares to be issued as compensation towards directors - 50 - - 50 Issuance of shares and warrants as settlement of financial liabilities 243 - (*) 1,743 - - - 1,743 Balance as of September 30, 2024 (Unaudited) 4,811 $ - $ 118,229 $ 100 $ 5 $ ( 122,356 ) $ ( 4,022 ) Balance 4,811 $ - $ 118,229 $ 100 $ 5 $ ( 122,356 ) $ ( 4,022 ) (*) Represents amount lower than $1. The accompanying notes are an integral part of these condensed interim consolidated financial statements. 6 GLUCOTRACK INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of US Dollars) Nine-month period ended September 30, 2025 2024 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Loss for the period $ ( 15,760 ) $ ( 12,503 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 28 22 Stock-based compensation 121 239 Issuance of restricted shares as compensation towards directors - 178 Linkage difference on principal of loans from stockholders - 1 Revaluation expenses incurred from settlement of financial liabilities 1,505 Revaluation expenses related to derivative financial liabilities 2 Change in fair value of derivative liability 3,269 Amortization of debt discount and interest expense related to promissory notes 5 330 Amortization of original issue discount related to promissory note 31 - Loss on warrant repurchase 99 - Changes in assets and liabilities: Other current assets ( 86 ) 80 Accounts payable 717 1,129 Other current liabilities 272 26 Net cash used in operating activities ( 11,304 ) ( 8,991 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 76 ) ( 104 ) Net cash used in investing activities ( 76 ) ( 104 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from underwritten U.S. public offerings (Note 3A) 10,715 - Net proceeds from promissory note 3,000 Series A warrant repurchase ( 166 ) - Issuance of convertible promissory notes and bifurcated conversion feature through private placement transaction - 360 Issuance of convertible promissory note, bifurcated conversion and redemption features and detachable warrants through private placement transaction - 4,000 Issuance of notes and warrants through private placement transaction - 100 Net proceeds from private placement transaction - 500 Net cash provided by financing activities 13,549 4,960 Effect of exchange rate changes on cash and cash equivalents, and restricted cash 73 ( 11 ) Change in cash and cash equivalents, and restricted cash 2,242 ( 4,146 ) Cash and cash equivalents, and restricted cash at beginning of the period 5,627 4,502 Cash and cash equivalents, and restricted cash, end of period $ 7,869 $ 356 Nine-month period ended September 30, 2025 2024 (Unaudited) Supplemental disclosure of cash flow activities: (a) Net cash received during the quarter for: Interest $ 120 $ 37 (b) Non-cash activities: Issuance of shares and warrants as settlement of financial liabilities $ - $ 238 Recognition of right for usage asset against a lease liability $ - $ 79 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 7 GLUCOTRACK INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands of US Dollars) NOTE 1 – GENERAL A. The Company was incorporated on May 18, 2010 under the laws of the State of Delaware. The Company is currently developing an implantable continuous blood glucose monitor (“CBGM”). The Glucotrack CBGM is a long-term fully implantable continuous glucose monitor (CGM), consisting of a sensor lead implanted into the subclavian vein and connected to subcutaneous electronics that communicate with a mobile application. It measures glucose directly from the blood, eliminating the lag time associated with interstitial fluid glucose monitors. Designed for a three-year sensor life with continuous, accurate blood glucose monitoring, the system offers a more convenient and less burdensome solution for people with diabetes, with no on-body wearable component and minimal calibration requirements. The Glucotrack CBGM is being developed for use by diabetes patients who are dependent on daily glucose monitoring to manage their disease. These include patients who have the following conditions: Type 1 diabetes, Type 2 insulin-dependent diabetes, Type 2 diabetes using basal insulin and Type 2 diabetes at risk for hypoglycemia. The Company has continued to evolve its sensor chemistry following the results of an initial in-vitro feasibility study. In 2024, the Company announced that a 3-year longevity is feasible leveraging both in-vitro and in-silico test results. The Company has also completed multiple animal studies with initial prototype systems which demonstrated a simple implant procedure with good safety and functionality. The results of both were presented in poster form at the 2024 American Diabetes Association annual conference. The Company believes that implant accuracy and longevity is key to the success for long term use. The Company initiated a first-in-human (“FIH”) short-term clinical study outside of the United States in fourth quarter of 2024 and completed the study in first quarter of 2025. The Company recently presented results at the 2025 American Diabetes Association annual conference at the Innovation Hub podium as well as a poster. The ADA presentation reported that the FIH clinical study met all primary and secondary endpoints with no procedure or device related serious adverse events reported from implant through seven days post-removal of the CBGM sensor lead. The system also demonstrated excellent accuracy with a Mean Absolute Relative Difference (MARD) of 7.7% across 122 matched pairs, a 99% data capture rate, and no procedure or device-related serious adverse events. These findings validate the safety and performance of the system which measures glucose from blood rather than interstitial fluid, eliminating the typical lag time associated with traditional continuous glucose monitoring systems. The MARD value demonstrates very high accuracy and compares favorably to commercially available CGM systems. The FIH study also confirmed the function of the CBGM sensor lead in the subclavian vein. Placement and removal procedures were successfully performed by interventional cardiologists. The Company has initiated a long-term clinical study outside the United States to evaluate the CBGM product performance and safety over an initial period of one (1) year. The first phase of the clinical study provided early product learnings about how the complexity of certain health conditions may impact study eligibility. Consequently, the Company is undertaking certain protocol amendments to refine participant selection criteria before enrolling additional participants. In parallel, the Company intends to implement certain product improvements. The Company is committed to advancing its clinical program and intends to proceed swiftly with the relevant protocol amendments and product enhancements, subject to approval by the institutional review board. 8 GLUCOTRACK INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands of US Dollars) During the second quarter 2025, the Company initiated discussions with the Food & Drug Administration (“FDA”) in preparations for a pre-investigational device exemption (“IDE”) submission. The discussions pertain to the protocol study design and related requirements to secure IDE approval for future long-term human clinical trials in the United States. The Company remains in active review with the FDA to accommodate their requirements and expects to file the IDE submission to the FDA during the Spring of 2026. The Company believes its technology, if successful, has the potential to be a long-term, implantable system that continually measures blood glucose levels with a sensor longevity of 3 years, no on-body wearable component and with minimal calibration. B. Liquidity and Going Concern To date, the Company has not yet commercialized the Glucotrack CBGM. Further development and commercialization efforts are expected to require substantial additional expenditure. Therefore, the Company is dependent upon external sources for financing its operations. As of September 30, 2025, the Company has incurred an accumulated deficit of $ 148,210 . In addition, the Company has generated operating losses and negative cash flow from operations since inception. As of September 30, 2025, the balance of cash and cash equivalents amounted to $ 7,869 . During the nine months ended September 30, 2025, the Company raised $ 10.7 million through the sale of shares of Common Stock, par value $ 0.001 per share and $ 3.0 million from the issuance of a promissory note. See Note 3A. The Company plans to finance its operations through the sale of equity securities (and/or debt securities). There can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenue from sale of its Glucotrack CBGM in order to continue its operations as a going concern. Management 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 raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. C. 2025 Reverse Stock Splits and Increase in Authorized Common Stock February 2025 1-for-20 Reverse Stock Split The Company filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation which became effective at 4:30 p.m. on February 3, 2025, to implement a reverse stock split at a ratio of 1-for-20 (the “February 2025 Reverse Stock Split”) of the shares of its Common Stock. The February 2025 Reverse Stock Split was approved by the Company’s stockholders at the special meeting of stockholders held on January 3, 2025 (the “Special Meeting”). On January 3, 2025, the Company filed an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized shares of Common Stock from 100,000,000 to 250,000,000 . On February 3, 2025, the stockholders approved at the Special Meeting the increase in the Company’s authorized shares of Common Stock from 100,000,000 to 250,000,000 , as well as the full issuance of shares of Common Stock issuable by the Company upon the exercise of Series A Warrants (defined below) and the cashless exchange of Series B Warrants (defined below). See Note 3B. June 2025 1-for-60 Reverse Stock Split The Company filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation which became effective at 4:30 p.m. on June 13, 2025, to implement a reverse stock split at a ratio of 1-for-60 (the “June 2025 Reverse Stock Split”) of the shares of its Common Stock. The June 2025 Reverse Stock Split was approved by the Company’s stockholders at the 2025 annual meeting of the stockholders on May 22, 2025. All shares, options and warrants to purchase shares of Common Stock and loss per share amounts have been adjusted to give retroactive effect to the February and June 2025 reverse share splits, (the “Reverse Stock Splits”) for all periods presented in these interim consolidated financial statements. Any fractional shares resulting from the Reverse Stock Splits were rounded up to the nearest whole share. 9 GLUCOTRACK INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands of US Dollars) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Basis of Presentation The accompanying unaudited condensed interim consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as was filed with the Securities Exchange Commission, (the “SEC”) on March 31, 2025. The unaudited condensed interim 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. Generally Accepted Accounting Principles, (or “U.S. GAAP”) have been condensed or omitted. The financial information contained herein is unaudited; 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. The results for the three and nine month periods ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or for any future period. B. Use of Estimates in the Preparation of Financial Statements The preparation of the condensed consolidated financial statements in conformity with 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 financial statements, and the reported amounts of expenses during the reported periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to evaluation of going concern, the classification of financial instruments as equity or liability and the determination of the fair value of derivative liabilities. C. Principles of Consolidation The condensed interim consolidated financial statements include the accounts of the Company and its subsidiary. Significant intercompany balances and transactions have been eliminated in consolidation. D. Cash and Cash Equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from the date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. As September 30, 2025 and December 31, 2024, the Company held no cash equivalents. E. Warrants Equity classified warrants Certain warrants that were determined to be freestanding financial instruments that are legally detachable and separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of Common Stock upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own shares, were classified as equity instruments. As such warrants were issued together with financial instruments that are not subsequently measured at fair value, the warrants were measured based on allocation of the proceeds received by the Company in accordance with the relative fair value basis. Direct issuance expenses that were allocated to such warrants were deducted from additional paid-in capital. Warrants classified as derivative liabilities Upon initial recognition of Series A Warrants and Series B Warrants that were issued in November 2024 as part of an equity issuance and debt conversions, management considered the provisions of ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity and determined that the settlement amount of Series A Warrants and Series B Warrants might not be based on an exchange of a fixed number of shares for a fixed amount of consideration and thus such warrants are not eligible to be considered as indexed to the Company’s own shares. Accordingly, the Series A Warrants and Series B Warrants were accounted for as warrant derivative liability at fair value and the changes in fair values are carried to profit or loss. In accordance with ASC 210-10-20, the warrant derivative liability is presented as a noncurrent liability since its settlement will require the issuance of shares and not the use of any resources that are properly classified as current assets. 10 GLUCOTRACK INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands of US Dollars) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) F. Fair value of financial instruments ASC Topic 825-10, “Financial Instruments” defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and other current liabilities balances, to approximate their fair values due to the short-term maturities of such financial instruments. ASC Topic 825-10, establishes the following fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: ● Level 1 – Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. ● Level 2 – Observable prices that are based on inputs not quoted on active markets but corroborated by market data. ● Level 3 – Unobservable inputs are used when little or no market data is available. Level 3 inputs are considered as the lowest priority under the fair value hierarchy. The Company did not estimate the fair value of the loans received from stockholders since their repayment schedule has not yet been determined. The Company used Level 3 inputs for the valuation methodology of the derivative liabilities. The derivative liabilities are adjusted to reflect estimated fair value at each period end, with any decrease or increase in the estimated fair value being recorded in other income or expense accordingly. There were no Level 3 assets or liabilities for the nine months ended September 30, 2024. The following table provides a reconciliation of the beginning and ending balances of the Series A Warrants and Series B Warrants classified as derivative liabilities for the three and nine months ended September 30, 2025: Fair Value of Significant Unobservable Inputs (Level 3) SCHEDULE OF DERIVATIVE LIABILITIES MEASURED AT FAIR VALUE Warrant Liability Balance – December 31, 2024 $ 17,421 Fair value adjustments – Derivative financial liability 3,376 Cashless exchange of warrants into Common Stock ( 20,620 ) Balance – March 31, 2025 $ 177 Fair value adjustments – Derivative financial liability ( 107 ) Series A Warrant repurchase ( 65 ) Balance – June 30, 2025 $ 5 Fair value adjustments – Derivative financial liability - (* ) Series A Warrant repurchase ( 2 ) Balance – September 30, 2025 3 (*) Represents amount lower than $1. G. Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or (“CODM”). The Company has identified its Chief Executive Officer, Paul V. Goode, as the CODM who is responsible for making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. The Company’s long-lived assets consist primarily of property and equipment, net, which are all held in the United States. ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has only one reportable segment, the Glucotrack CBGM Product Segment, as all their research and development activities are related the development of the Glucotrack CBGM Product. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. H. Recent accounting pronouncements In November 2024, the Financial Accounting Standards Board, or (“FASB”) issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on its financial statements and related disclosures. The adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements. I. Basic and diluted loss per share Basic net loss per share of Common Stock is computed as net loss divided by the weighted average number of common shares outstanding for the period. The Company’s diluted net loss per common share is the same as our basic net loss per common share because it incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options and warrants would have an anti-dilutive effect. As of September 30, 2025 and 2024, stock options and shares issuable upon the conversion of warrants of 9,235 and 405 , respectively, have been excluded from the computation of diluted shares outstanding. SCHEDULE OF ANTI DILUTIVE SECURITIES September 30, 2025 2024 Common stock options 274 250 Shares issuable upon the conversion of warrants 8,961 155 Total 9,235 405 11 GLUCOTRACK INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.) (in thousands of US Dollars) 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 414,784 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 September 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 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 share of Common Stock. 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” and, together with the Equity Offering, the “2024 November Offerings”), 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 Equity 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 163 shares of Common Stock, 163 Series A Warrants, and 163 Series B Warrants. B. Warrant Net Share Exchange into Common Stock and Warrant Repurchase In connection with the Equity Offering, on November 12, 2024, 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 . 12 GLUCOTRACK INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.) (in thousands of US Dollars) During the three-month 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. During the nine months ended September 30, 2025, the Company repurchased 51,529 of its Series A Warrants form existing warrant holders for $ 166 . The fair value of the Series A Warrants on the date of exercise was $ 67 , resulting in a loss on repurchase of $ 99 . During the nine month period ending September 30, 2025, the Company recognized a change in fair value of derivative liabilities of $ 3,269 . The change in fair value of derivative liabilities during the three months ended September 30, 2025, was lower than $ 1 . As of September 30, 2025, 11 Series B Warrants and 2,507 Series A Warrants remain outstanding, for a combined value of $ 3 . C. Promissory Note On September 12, 2025 (the “Issue Date”), the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”), with an investor (the “Investor”), pursuant to which the Company issued a Promissory Note (the “Note”) to the Investor in the principal amount of $ 3,600,000 for a purchase price of $ 3,000,000 . The Note was amended effective September 12, 2025, to remove the convertible feature. The Note bears no interest, has an original issue discount of $ 600,000 , is an unsecured obligation of the Company and will rank equal in right of payment with the Company’s existing and future unsecured indebtedness. The Note is due and payable on the twelve (12) month anniversary of the Issue Date. The Company may prepay the Note at any time without the requirement for consent of the Investor. Since the Note bears no stated interest and was issued at a discount, the Company has recognized the original issue discount of $ 600,000 as imputed interest expense over the term of the Note using the effective interest method, in accordance with the authoritative guidance. This imputed interest is being amortized over the one-year term of the Note. During the three months ended September 30, 2025, the Company amortized $ 31 of the original issue discount to interest expense. As of September 30, 2025, the unamortized discount was $ 569 , and the carrying amount of the Note was $ 3,031 as stated below: SCHEDULE OF PROMISSORY NOTE Description Principal Unamortized Discount Net Carrying Value Maturity Note $ 3,600 $ ( 569 ) $ 3,031 September 11, 2026 As previously disclosed in the form 8-K filed by the Company with the SEC on September 11, 2025, the Company entered into a purchase agreement with Sixth Borough Capital Fund, LP (“Sixth Borough”) establishing an equity line of credit (the “ELOC”). Under the terms of the ELOC, the Company has the right, but not the obligation, to sell to Sixth Borough, and Sixth Borough is obligated to purchase, up to $ 20.0 million of the Company’s Common Stock (the “Purchase Shares”), subject to the terms and conditions set forth therein. Pursuant to the Note Purchase Agreement, the Company is required to pay 100% of the net proceeds (after commission) it receives from the sale of Purchase Shares under the ELOC towards repayment of the Note, until such time that the Company obtains stockholder approval (the “Stockholder Approval”) to issue Purchase Shares in excess of the “Exchange Cap,” as defined in the ELOC. Following Stockholder Approval, the Company is required to apply 50% of the net proceeds (after commissions) from any subsequent sales of Purchase Shares under the ELOC to repay the Note. 13 GLUCOTRACK INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.) (in thousands of US Dollars) The Note contains certain specified events of default, the occurrence of which would entitle Investor to immediately demand repayment of all outstanding principal on the Note such as certain events of bankruptcy and insolvency. The Note does not contain any affirmative and restrictive covenants by the Company. The Purchase Agreement includes customary representations, warranties, and conditions precedent of both parties. The Note was issued in a private placement to the Investor pursuant to an exemption for transactions by an issuer not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). As of September 30, 2025, the Company has not received the necessary Stockholder Approval formally approving the ELOC. D. Note and Warrant Purchase Agreements – Prior Year On June 27, 2024, the Company entered into note and warrant purchase agreements with certain officers, directors, and existing investors (the “June 27 Investors”), providing for the private placement of unsecured promissory notes in the aggregate principal amount of $ 100 (the “June 27 Notes”) and warrants (the “June 27 Warrants”) to purchase up to an aggregate of 250 shares of Common Stock. The closing of the private placement occurred on June 27, 2024. The June 27 Notes bore simple interest at the rate of three percent (3%) per annum and were due and payable in cash on the earlier of: (a) twelve (12) months from the date of the June 27 Note; or (b) the date the Company raised third-party equity capital in an amount equal to or in excess of $1,000,000 (the “June 27 Maturity Date”). The Company could prepay the June 27 Notes at any time prior to the June 27 Maturity Date without penalty. Each June 27 Warrant has an exercise price of $ 5,940 per share. The June 27 Warrants are immediately exercisable and have a 5 five-year term. The June 27 Notes and the June 27 Warrants 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 June 27 Investors. During the nine months ended September 30, 2025, the Company repaid the remaining $ 5 outstanding as of December 31, 2024. E. Convertible Promissory Notes – Prior Year On July 18, 2024, the Company entered into a series of convertible promissory notes with three directors, and one member of the Company’s executive management (the “July 18 Investors”), providing for the private placement of unsecured convertible promissory notes in the aggregate principal amount of $ 360 (the “July 18 Notes” and each a “July 18 Note”). The July 18 Notes bore simple interest at a rate of 8 % per annum. Upon initial date, the management measured the fair value of the embedded conversion feature which is accounted for as embedded derivative liability. The difference between the total gross cash proceeds received and the fair value of the embedded conversion feature is allocated to the host component of the July 18 Notes that are measured at amortized cost under which in subsequent periods the Company recognizes a discount expense over the economic life of the July 18 Notes based on the effective interest rate method. However, the fair value of the embedded derivative liability related to the conversion feature was determined by the management at an insignificant amount since upon closing of a Qualified Financing (as defined in the July 18 Notes), the loan will convert based on market conditions (i.e. conversion price will be equal to the fair value of the share upon conversion) and thus all proceeds received of $ 360 were allocated to the July 18 Notes. 14 GLUCOTRACK INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.) (in thousands of US Dollars) On September 5, 2024, the Company and one of July 18 Investors entered into a conversion agreement, under which the Company agreed to convert his portion of the outstanding principal nominal amount plus any accrued but unpaid interest pursuant to the July 18 Note, totaling $ 101 into 83 shares of Common Stock at a conversion price of $ 1,224 per share. In November 2024, the Company and the remaining July 18 Investors entered into a conversion agreement under which the Company agreed to convert their portion of the outstanding principal nominal amount plus any accrued but unpaid interest pursuant to the outstanding July 18 Notes, totaling $ 305 to Common Stock and warrants at a conversion price of $ 1,872 per share. The July 18 Investors received 163 shares of Common Stock, 163 Series A Warrants and 163 Series B Warrants. F. Convertible Promissory Note and Warrant Agreements – Prior Year On July 30, 2024, the Company entered into a convertible promissory note and three warrant agreements (the “July 30 Warrants”) with an existing investor (the “July 30 Holder”), providing for the private placement of a secured convertible promissory note in the aggregate principal amount of $ 4,000 (the “July 30 Note”). The July 30 Note bore simple interest at a rate of 8 % per annum and is due and payable in cash on earlier of: (i) 12 months anniversary of July 30 Note, or (ii) closing date of a Sale Transaction (as defined in the July 30 Note) (the “Maturity Date”). The July 30 Note was secured by a first-priority security interest on all Company’s assets. Each July 30 Warrant becomes exercisable 12 months after its issuance and has term of 10 years. The July 30 Warrants are exercisable for cash only and have no price-based antidilution. The first July 30 Warrant is for 1,778 shares at $ 2,250 per share. The second July 30 Warrant is for 1,270 shares at $ 3,150 per share. The third July 30 Warrant is for 988 shares at $ 4,050 per share. Management has determined that the warrants are eligible to be classified as a component of equity as their terms permit the holders to receive a fixed number of shares of Common Stock upon exercise for a fixed exercise price. At the initial date, the Company has issued four freestanding instruments that include (i) a financial instrument that is considered as “host” which comprised of July 30 Note and two embedded derivative financial instruments (i.e. an embedded conversion feature and an embedded redemption feature to receive cash equals to 200 % of July 30 Note balance upon the occurrence of a Sale Transaction) and (ii) three series of detachable warrants. At the initial date, the Company is required to estimate the fair value of the freestanding instruments and allocate the total gross proceeds received between them based on that relative fair value identified. The fair value of the embedded derivative financial instruments (i.e. the conversion right and the redemption right) should be bifurcated from the host instrument and remeasured on recurring basis at each reporting period under marked to market approach. The July 30 Note was accounted for at amortized cost whereby discount and interest expenses are recorded over the economic life of the July 30 Note based on the effective interest rate method and the July 30 Warrants are classified into equity without any further subsequent measurement. Upon initial recognition, the management by using the assistance of an external appraiser allocated the gross cash proceeds received based on the relative fair value of the July 30 Note and the detachable July 30 Warrants in total amount of $ 1,450 and $ 2,550 , respectively. The fair value of the convertible note was determined by using hybrid method that includes conversion scenario and liquidation scenario taking into account, inter alia, a debt discount rate of 28.65 %. The fair value of the July 30 Warrants was determined by using Black-Scholes pricing model taking into account, inter alia, expected stock price volatility of 122.8 % and risk-free interest rate of 4.78 %. The amount allocated to July 30 Warrants was classified as a component of equity. Furthermore, it was determined that the embedded conversion feature and embedded redemption feature are required to be bifurcated from the host loan instrument. The fair value of the bifurcated derivatives was determined by the management using the assistance of an external appraiser in a total amount of $ 35 upon initial recognition and in subsequent periods as derivative liability at fair value through profit and loss. The remaining amount of $ 1,415 was allocated to the host loan instrument which in subsequent periods was accounted for using the effective interest method over the term of the loan, until its stated maturity. On September 24, 2024, the Company held a special meeting of its stockholders under which shares of Common Stock issuable by the Company upon conversion of the July 30 Note and exercise of the July 30 Warrants was approved. On November 12, 2024, in connection with the Concurrent Private Offering, the Company and the July 30 Holder entered into an agreement for the settlement of the July 30 Note plus any accrued but unpaid interest totaling $ 4,093 of Common Stock and warrants at a conversion price of $ 1,860.0 per share. The July 30 Holder received 2,201 shares of Common Stock, 2,201 Series A Warrants and 2,201 Series B Warrants. 15 GLUCOTRACK INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.) (in thousands of US Dollars) NOTE 4 – COMMITMENTS AND CONTINGENT LIABILITIES A. On March 4, 2004, the Israeli Innovation Authority (the “IIA”) provided Integrity Israel with a grant of approximately $ 93 (NIS 420,000 ), for its plan to develop a non-invasive blood glucose monitor (the “Development Plan”). Integrity Israel is required to pay royalties to the IIA at a rate ranging between 3 - 5 % of the proceeds from the sale of the Company’s products arising from the Development Plan up to an amount equal to $ 93 plus interest at LIBOR from the date of grant. As to the replacement of the LIBOR benchmark rate, even though the IIA has not declared the alternative benchmark rate to replace the LIBOR, the Company does not believe it will have a significant impact. As of September 30, 2025, the remaining contingent liability with respect to royalty payment on future sales equals approximately $ 93 excluding interest. Such contingent obligation has no expiration date. B. On October 7, 2022 (“the Closing Date”), the Company entered into Intellectual Property Purchase Agreement (the “Agreement”) with Paul Goode, which is the Company’s Chief Executive Officer (the “Seller”), under which it was agreed that on and subject to the terms and conditions of the Agreement, at the Closing Date, Seller sold and assigned to the Company, all of Seller’s right, title and interest in and to the following assets, properties and rights (collectively, the “Purchased Assets”): (i) all rights, title, interests in all current and future intellectual property, including, but not limited to patents, trademarks, trade secrets, industry know-how and other IP rights relating to an implantable continuous glucose sensor (collectively, the “Conveyed Intellectual Property”); and (ii) all the goodwill relating to the Purchased Assets. In consideration for the sale of the Purchased Assets to the Company, at the Closing Date, the Company paid to Seller cash in the amount of one dollar and obligated to issue up to 10,000 shares of Common Stock to be issued based upon specified performance milestones as set forth in the Agreement (the “Purchase Price”). In addition, if upon the final issuance, the aggregate 10,000 shares represent less than 1.5 % of the then outstanding Common Stock of the Company, the final issuance will include such number of additional shares so that the total aggregate issuance equals 1.5 % of the outstanding shares (the “True-Up Shares”). All shares of Common Stock of the Company that will be issued under the agreement shall be (i) restricted over a limited period as defined in the Agreement and (ii) subject to the lockup provisions. When the Company acquires net assets that do not constitute a business, as defined under ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business (such when there is no substantive process in the acquired entity) the transaction is accounted for as asset acquisition and no goodwill is recognized. The acquired In-Process Research and Development intangible asset (“IPR&D”) to be used in research and development projects which have been determined not to have alternative future use at the acquisition date, is expensed immediately. At the Closing Date, it was determined that the asset acquisition represents the purchase of IPR&D with no alternative future use. However, the achievement of each of the performance milestones is considered as a contingent event outside the Company’s control and thus the contingent consideration which is equal to the fair value of the Purchase Price as measured at the Closing Date will be recognized when and if it becomes probable that each target will be achieved within the reasonable period. Such additional contingent consideration will be recognized in subsequent periods if and when the contingency (the achievement of targets) is resolved. In June 2023, the Seller achieved the first performance milestone out of the five performance milestones outlined in the Agreement executed between the Company and the Seller as of the Closing Date. As a result, upon the date of the fulfilment of the first performance milestone the Company was committed to issue 17 restricted shares to the Seller. Accordingly, the Company recorded an amount of $ 131 as stock-based compensation expenses with a similar amount as an increase to additional paid-in capital. The first performance milestone shares were issued on February 6, 2024. In May 2024, the second performance milestone was achieved out of the five performance milestones outlined in the Agreement executed between the Company and the Seller as of the Closing Date. As result, the Company was committed to issue 25 restricted shares to the Seller. Accordingly, the Company recorded stock-based compensation expenses amounted to $ 192 which represents the quoted price of its Common Stock at the Closing Date, after taking into consideration a discount for lack of marketability in a rate of 30 % over the applicable restriction period. The second performance milestone shares were issued on November 20, 2024, excluding 184 shares that were issued erroneously and were returned to the Company subsequent to the balance sheet date. On March 26, 2025, the Board determined that the third milestone was met and that an additional 42 shares of Common Stock have been earned under the terms of the IP Purchase Agreement. As a result, an amount of $ 0.6 was recognized to stock-based compensation. The shares were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. As of September 30, 2025, the achievement of all other remaining performance milestones was not considered probable and thus no stock-based compensation expenses were recorded with respect to thereof. NOTE 5. SUBSEQUENT EVENTS [PENDING MANAGEMENT UPDATE] Management evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed interim consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any other significant subsequent events that would have required adjustment or disclosure in the financial statements, 16