What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-31 · 1840 added, 1893 removed, 555 unchanged (87% of the section changed)

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of Sponsoring Organizations of the Treadway Commission as of the end of the period covered by this Annual Report.

foregoing evaluation, management concluded that the Company’s internal controls over financial reporting were not effective because

of the material weaknesses discussed below.

Based on the foregoing

evaluation, management concluded that the Company’s internal controls over financial reporting were not effective because of the

material weaknesses discussed below.

Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

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Company has identified material weaknesses in its internal control over financial reporting.

As defined in Regulation 12b-2 under the

Exchange Act, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented,

or detected on a timely basis.

The Company identified material weaknesses in its internal controls in the following areas:

lack of sufficient accounting personnel and inadequate segregation of duties consistent with control objectives.

None of these

deficiencies resulted in a material misstatement to the Company’s annual or interim Consolidated Financial Statements for the year

ended December 31, 2024.

As defined in Regulation 12b-2 under

the Exchange Act, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over

financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial

statements will not be prevented, or detected on a timely basis.

During the fiscal year ended December 31, 2025, the

Company identified material weaknesses in its internal controls in the following areas:

general IT controls;

lack of sufficient

accounting personnel and inadequate segregation of duties consistent with control objectives.

Remediation Measures

has identified corrective actions to remediate such material weaknesses, which includes the implementation of proper IT system access

controls and the proper backup of the Company’s IT architecture.

In addition, the Company has outsourced certain accounting functions

to ensure proper segregation of duties over financial reporting and hired additional accounting personnel.

Management intends to continue

the implementation of procedures to remediate such material weaknesses during the fiscal year 2025;

however, the implementation of these

initiatives may not fully address any material weaknesses that we may have in our internal control over financial reporting.

the fiscal year ended December 31, 2025, management has identified corrective actions to remediate such material weaknesses, which includes

the implementation of proper IT system access controls and the proper backup of the Company’s IT architecture.

Additionally, the

Company has hired accounting personnel to improve segregation of duties over financial reporting, engaged third-party experts for valuation

and technical accounting services, and initiated the implementation of Oracle NetSuite as its enterprise resource planning (ERP) system.

The implementation of Oracle NetSuite is designed to automate user roles, permissions, and approval workflows, thereby strengthening

internal controls over financial reporting.

Management intends to continue the implementation of procedures to remediate such material

weaknesses during the fiscal year 2026;

however, the implementation of these initiatives may not fully address any material weaknesses

that we may have in our internal control over financial reporting.

Company will continue to review and improve its internal controls over financial reporting to address the underlying causes of the material

4 unchanged sentences

in Internal Control over Financial Reporting

for the material weaknesses and the remediation efforts described above, no other change in our internal control over financial reporting

(as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2024, that has materially

affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

for the material weaknesses and the remediation efforts described above, no other change in our internal control over financial

reporting (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2025,

that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial

Other Information

None of our directors or officers, as defined in Rule 16a-1(f) under the Exchange Act adopted or terminated a “Rule 10b5-1 trading

arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case as defined in Item 408 of Regulation S-K) during

the fiscal quarter ended December 31, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Regarding Directors and Executive Officers

The following table sets forth

information regarding our executive officers and non-employee directors.

Chief Executive Officer, President, and Director

Chief Financial Officer

Robert Fischell

John Ballantyne

Goode, PhD – Chief Executive Officer,

President and Director

has served as the Company’s Chief Executive Officer since November 2021.

He most recently served as Vice President of Product Development

at Orchestra Biomed where he oversaw development of its implantable cardiac stimulator system for hypertension.

Prior to Orchestra, from

2010 until July 2019 Dr.

Goode served in several executive roles at EndoStim, including Senior Vice President of R&D, Chief Technology

Officer, and Interim Chief Executive Officer.

From 2006 through 2010 he served as Vice President of Research and Development at Metacure

and from 2004 through 2006 Mr.

Goode served as Director of Engineering at Impulse Dynamics.

Prior to that, Mr.

Goode was employed as Director

of Engineering at DexCom and as Senior Engineer at MiniMed.

following table sets forth information regarding our executive officers and non-employee directors.

Executive Officer, President, and Director

Financial Officer

Goode, PhD – Chief Executive Officer, President and Director

Goode has served as the Company’s Chief Executive Officer

since November 2021 and has served on our Board since 2024.

He most recently served as Vice President of Product Development at Orchestra

Biomed where he oversaw development of its implantable cardiac stimulator system for hypertension.

Prior to Orchestra, from 2010 until

July 2019 Dr.

Goode served in several executive roles at EndoStim, including Senior Vice President of R&D, Chief Technology Officer,

and Interim Chief Executive Officer.

Goode currently serves as a Senior Advisor and Board Member of EndoStim.

From 2006 through 2010

he served as Vice President of Research and Development at Metacure and from 2004 through 2006 Dr.

Goode served as Director of Engineering

at Impulse Dynamics.

Prior to that, Dr.

Goode was employed as Director of Engineering at DexCom and as Senior Engineer at MiniMed.

Goode received his BS, MS and PhD degrees from North Carolina State University.

Goode’s extensive experience in the medical device space qualifies him to serve on our Board of Directors.

Wulff – Chief Financial Officer,

Treasurer and Corporate Secretary

Wulff has served as the Company’s

Chief Financial Officer since January 2025.

Wulff has over 40 years’ experience in financial and operating management in the

emerging growth life sciences industry, having served most recently as Chief Financial Officer of Biological Dynamics, Inc., a life science

research organization focused on early cancer detection, from January 2023 to June 2024.

Prior to his time at Biological Dynamics, Inc.,

he served as the Chief Financial Officer at JenaValve Technology, Inc., a heart valve technology medical device company, from August 2015

to April 2022.

Wulff has served as the executive financial officer of various other medical technology companies, including PURE Bioscience,

from November 2012 to July 2015, Alphatec Spine Holdings from June 2008 to April 2011, Artes Medical Inc.

from January 2005 to May

2008, and CryoCor, Inc.

Goode’s extensive experience in the medical

device space qualifies him to serve on our Board of Directors.

Wulff – Chief Financial Officer, Treasurer and Corporate Secretary

Wulff has served as the Company’s Chief Financial Officer since January 2025.

Wulff has over 40 years’ experience in

financial and operating management in the emerging growth life sciences industry, having served most recently as Chief Financial Officer

of Biological Dynamics, Inc., a life science research organization focused on early cancer detection, from January 2023 to June 2024.

Prior to his time at Biological Dynamics, Inc., he served as the Chief Financial Officer at JenaValve Technology, Inc., a heart valve

technology medical device company, from August 2015 to April 2022.

Wulff has served as the executive financial officer of various

other medical technology companies, including PURE Bioscience, Inc.

from November 2012 to July 2015, Alphatec Spine Holdings from June

2008 to April 2011, Artes Medical Inc.

from January 2005 to May 2008, and CryoCor, Inc.

from May 2001 to May 2004.

In these roles, he directed and managed accounting and finance and investor relations.

Wulff earned his MBA in Finance and his bachelor’s degree in Economics and Germanic Languages from Indiana University.

Luis Malavé – Director

Malavé has served

as a director of the Company since June 22, 2021 and serves on our Audit Committee and Nominating, Governance and Compensation Committee.

Malavé brings more than 30 years of leadership experience in the MedTech industry, primarily in diabetes management, spanning

all company stages, from private startups to large-cap publicly listed companies.

He has extensive expertise in product development, operations,

marketing, strategic partnerships, and US FDA regulatory strategy.

In these roles, he

directed and managed accounting and finance and investor relations.

Wulff earned his MBA in Finance and his bachelor’s degree

in Economics and Germanic Languages from Indiana University.

Malavé – Director

Malavé has served as a director of the Company since June 22, 2021 and serves on our Audit Committee and Nominating, Governance

and Compensation Committee.

Malavé brings more than 30 years of leadership experience in the MedTech industry, primarily in

diabetes management, spanning all company stages, from private startups to large-cap publicly listed companies.

He has extensive expertise

in product development, operations, marketing, strategic partnerships, and US FDA regulatory strategy.

Since October 2017, Mr.

Malavé has served as President of EOFLOW

Ltd., a company listed on the Korea Stock Exchange that has developed a wearable disposable insulin pump.

From October 2014 to June

2016, he was COO of Mikroscan Technologies.

has served as President of EOFLOW CO.

Ltd., a company listed on the Korea Stock Exchange that has developed a wearable disposable insulin

From October 2014 to June 2016, he was COO of Mikroscan Technologies.

Prior to that, Mr.

Malavé was the President and CEO of Palyon Medical, maker of an

implantable drug-delivery system that spun out from German medical-technology giant Fresenius SE.

Prior to Palyon, he spent nearly a decade

at insulin pump maker Insulet Corp., including as its Senior Vice President of Research, Development and Engineering, and as Chief Operating

He also held various senior positions at Medtronic and MiniMed, overseeing product development of various diabetes management

Malavé earned his Bachelor’s degree in Mathematics and Computer Science from the University of Minnesota, a

Master’s degree in Software Engineering from the University of St.

Thomas, and an MBA from the University of Maryland.

extensive experience in the medical device space and public company experience qualify him to serve on our Board of Directors.

Erin Carter – Director

Carter has served as a director

of the Company since August 25, 2023, and is the Chair of its Audit Committee.

Carter brings 30 years of executive level finance experience

in the medical device industry.

Carter (since July of 2024) currently serves as the Chief Financial Officer for the Mayo Collaborative Services,

at the Mayo Clinic.

Mayo Collaborative Services facilitates access to the Mayo Clinic diagnostic expertise and services with revenues

exceeding $1B.

From 2012 until March of 2023, she held various senior roles with Medtronic, most recently serving as

Chief Financial Officer and Vice President of Finance for their $9B Neuroscience division.

In addition, during her tenure at Medtronic

she grew the Gastrointestinal Solutions division from early tech start-up acquisition of $36M to revenue of $450M in 5 years through organic

growth and multiple acquisitions.

Malavé was the President and CEO

of Palyon Medical, maker of an implantable drug-delivery system that spun out from German medical-technology giant Fresenius SE.

to Palyon, he spent nearly a decade at insulin pump maker Insulet Corp., including as its Senior Vice President of Research, Development

and Engineering, and as Chief Operating Officer.

He also held various senior positions at Medtronic and MiniMed, overseeing product development

of various diabetes management devices.

Malavé earned his Bachelor’s degree in Mathematics and Computer Science from

the University of Minnesota, a Master’s degree in Software Engineering from the University of St.

Thomas, and an MBA from the University

Malavé’s extensive experience in the medical device space and public company experience qualify him to

serve on our Board of Directors.

Carter – Director

Carter has served as a director of the Company since August 25, 2023, and is the Chair of its Audit Committee.

Carter brings 30 years

of executive level finance experience in the medical device industry.

Carter (since November 2025) currently serves as the SVP of Corporate Development and Strategic Finance for Masimo

At Masimo, she leads the company’s inorganic growth strategy through mergers and acquisitions, strategic partnerships,

and post-merger integrations.

She also provides strategic financial leadership across major initiatives, including long-range planning.

From 2023 to 2025, she served as the Chief Financial Officer for the Mayo Collaborative Services, at the Mayo Clinic.

Mayo Collaborative Services facilitates access to the Mayo Clinic diagnostic

expertise and services with revenues exceeding $1B.

From 2012 until March of 2023, she held various senior roles with Medtronic, most

recently serving as Chief Financial Officer and Vice President of Finance for their $9B Neuroscience division.

In addition, during her

tenure at Medtronic she grew the Gastrointestinal Solutions division from early tech start-up acquisition of $36M to revenue of $450M

in 5 years through organic growth and multiple acquisitions.

Prior to Medtronic, Ms.

Carter served as Director of Finance at Boston Scientific and as VP of Accounting

and Reporting at UnitedHealth Group.

Prior to that, she served as Assistant Controller for Arterial Vascular Engineering, where she was

instrumental in guiding the rapid growth of the company from 200 employees to over 4,000 in under five years.

During this time, she managed

the integration of two acquisitions and subsequently that company’s sale to Medtronic.

Carter holds a B.S.

in Business Administration

from California Polytech State University and is a Certified Public Accountant (inactive) in the State of California.

Carter’s extensive

executive finance experience, including leadership roles in the medical device space, makes her qualified to serve on our Board of Directors.

Robert Fischell –Director

has served as a director of the Company since 2010.

He also serves on the Company’s Nominating, Governance and Compensation Committee

and on the Audit Committee.

Fischell is an inventor and serial entrepreneur with over 160 issued U.S.

Starting in 1959, Dr.

Fischell spent over 30 years with the Johns Hopkins University Applied Physics Laboratory, which resulted in 53 patents in both aerospace

and biomedical technology.

His interests at Johns Hopkins then turned to the invention of new medical devices such as pacemakers and implantable

heart defibrillators.

Starting in 1969, Dr.

Fischell began the formation of 14 private companies that licensed his patents on medical

These companies include Pacesetter Systems, Inc.

(purchased by Siemens and now part of St.

Jude Medical, Inc.), IsoStent, Inc.

(merged with Cordis Company, a Johnson and Johnson Company), NeuroPace, Inc., Neuralieve, Inc., Angel Medical Systems, Inc., and Svelte

Medical Systems, Inc.

As it relates to diabetes management devices, he was the inventor of the first implantable insulin pump (which became

Minimed, which was sold to Medtronic).

Fischell’s honors include Inventor of the Year for the USA in 1984, election to the National

Academy of Engineering in 1989, the Distinguished Physics Alumnus Award of the University of Maryland, and several medals for distinguished

accomplishments in science, engineering and innovation.

In 2004, Discover magazine gave Dr.

Fischell their annual Technology for Humanity

Fischell received the honorary degree of Doctor of Humane Letters from the Johns Hopkins University in recognition

of his many lifesaving inventions.

From June 2009 until March 2011, Dr.

Fischell was a director of InspireMD, Inc.

NSPR), a medical

device company focusing on the development and commercialization of its proprietary stent system, MGuard.

Fischell received his BSME

degree from Duke University and MS and Sc.D.

degrees from the University of Maryland.

At the White House on May 16, 2016, President Obama

presented to Dr.

Fischell the National Medical of Technology and Innovation, the highest award in the USA for achievements in innovative

Fischell is suited to serve as a member of the Board of Directors due to his extensive diabetes and medical device experience.

Carter served as Director of Finance at Boston Scientific

and as VP of Accounting and Reporting at UnitedHealth Group.

Prior to that, she served as Assistant Controller for Arterial Vascular

Engineering, where she was instrumental in guiding the rapid growth of the company from 200 employees to over 4,000 in under five years.

During this time, she managed the integration of two acquisitions and subsequently that company’s sale to Medtronic.

in Business Administration from California Polytech State University and is a Certified Public Accountant (inactive) in

the State of California.

Carter’s extensive executive finance experience, including leadership roles in the medical device

space, makes her qualified to serve on our Board of Directors.

Balo – Director

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of Regulatory, Clinical, and Quality, and also served in executive roles at Baxter, Pacesetter and Endocardial Solutions.

Balo’s extensive leadership experience in clinical and regulatory affairs makes him qualified

to serve on the Board of Directors.

Allen Danzig – Director

Danzig has served on our

Board since October 31, 2019 and is the Chair of our Nominating, Governance and Compensation Committee.

Danzig most recently served

as Vice President, Assistant General Counsel and Assistant Secretary of L3Harris Technologies, Inc., a global aerospace and defense technology

contractor, with $17 billion in annual revenue.

Prior to its merger with Harris Corporation in June 2019, Mr.

Danzig served as Vice President,

Assistant General Counsel and Assistant Secretary at L3 Technologies, Inc.

where he had been employed since 2006.

Prior to his employment

Danzig served in management positions with Celanese Corporation, a global chemical and specialty materials company, and The

Hertz Corporation, one of the world’s largest vehicle and equipment rental companies.

He received his undergraduate degree from

Adelphi University and law degree from Pace University School of Law and is a member of the New York State Bar.

Danzig’s extensive

legal and corporate governance experience makes him qualified to serve on the Board of Directors.

John Ballantyne – Director

Ballantyne has served on our Board since September 2024.

brings over 20 years of experience on the executive team at the global biotechnology contract development and manufacturing organization,

He co-founded the company in 1998 and served as its Chief Science Officer through its acquisition by Danaher, and until December

A leader in advancing biological science, Aldevron’s custom development and manufacturing services have provided scientists

around the world with the essential components to accelerate research within their laboratories for groundbreaking science and breakthrough

Due to Aldevron’s significant presence in the biotechnology sector, Mr.

Ballantyne has developed relationships across

a continuum of focus areas maintained through investments, Board and Scientific Advisory Board roles and co-founding of multiple companies.

Ballantyne holds undergraduate degrees in Pharmacy from the Central Institute of Technology (Heretaunga, NZ) and University of Otago

(Dunedin, NZ) and his Doctorate in Pharmaceutical Sciences from North Dakota State University (Fargo, ND).

Ballantyne’s extensive

experience in healthcare research and innovation, strategic growth, and other key business functions makes him a valuable addition to

extensive leadership experience in clinical and regulatory affairs makes him qualified to serve on the Board of Directors.

Carr-Brendel – Director

Carr-Brendel has served as a member of the board of directors of Vicarious Surgical Inc.

RBOT) since January 2023 and is a member

of both the audit and compensation committee.

Carr-Brendel served as Group Vice Present of Cochlear Implants at Sonova Group from

December 2018 to July 2024, where she doubled the revenue of the division in 5 years and took on meaningful market share gain with international

expansion and product launches.

Prior to that, she served as Chief Executive Officer of JenaValve Technology, Inc., a medical device

company focused on developing minimally invasive transcatheter aortic valve repair systems to treat patients suffering from severe aortic

valve disease.

From 2004 through 2015, Dr.

Carr-Brendel held various roles at Boston Scientific, with her last position overseeing the

acquisition of Bayer’s interventional radiology division in 2014.

She started her career as a scientist in R&D at Baxter Healthcare,

focused on the artificial pancreas, and spent 4 years at Dexcom developing the G1 and G2 sensors.

She has amassed over forty patents

and took on increasingly larger business and management roles.

She holds a B.A.

in biology from Monmouth College, an M.S.

in microbiology

from Iowa State University, and a Ph.D.

in microbiology and immunology from the University of Illinois at Chicago.

Carr-Brendel’s

qualifications to serve on our Board include over thirty years of medical device development leadership and proven expertise in R&D

oversight, continuous glucose sensor development, new product development, business development, commercial execution, and intellectual

property portfolio management.

with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, requires our directors,

executive officers and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports

of changes in ownership of common stock and other of our equity securities.

solely upon a review of those reports and written representations provided to us by all of our directors and executive officers, we believe

that during the year ended December 31, 2024, our directors, executive officers and greater than 10% stockholders did not report

the following transactions on a timely basis:

a Form 3 filing for Luis Malave that was due on June 22, 2021, which was filed on March

16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors, executive officers

and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in

ownership of common stock and other of our equity securities.

solely upon a review of those reports and written representations provided to us by all of our directors and executive officers, we

believe that during the year ended December 31, 2025, our directors, executive officers and greater than 10% stockholders did not

report the following transactions on a timely basis:

a Form 3 filing for Luis Malave that was due on June 22, 2021, which was filed

on March 28, 2025;

a Form 3 filing for Andrew Balo that was due on June 24, 2024, which was filed on March 28, 2025;

a Form 3 filing for the John

Ballantyne Revocable Trust 08/01/2017 (the “Ballantyne Trust”) that was due on July 30, 2024, which was filed on March

Forms 4 for Allen Danzig reporting the acquisition of Common Stock on each of October 4, 2022 and April 8, 2024, both of which

were not filed (both of the aforementioned acquisitions by Allen Danzig were subsequently reported on a Form 4 filed on March 28, 2025);

Forms 4 for Robert Fischell reporting the acquisition of Common Stock on each of August 24, 2021 and April 8, 2024, each of which were

not filed (both of the aforementioned acquisitions by Robert Fischell were subsequently reported on a Form 4 filed on March 28, 2025);

a Form 3 filing

for the John A.

Ballantyne Revocable Trust 08/01/2017 (the “Ballantyne Trust”) that was due on August 9, 2024, which was

filed on March 28, 2025;

Forms 4 for Allen Danzig reporting the acquisition of Common Stock on each of October 4, 2022 and April 8,

2024, both of which were not filed (both of the aforementioned acquisitions by Allen Danzig were subsequently reported on a Form 4

filed on March 28, 2025);

Forms 4 for Robert Fischell reporting the acquisition of Common Stock on each of August 24, 2021 and April

8, 2024, each of which were not filed (both of the aforementioned acquisitions by Robert Fischell were subsequently reported on a

Form 4 filed on March 28, 2025);

a Form 4 for Paul Goode disclosing an option grant that was made on June 14, 2024, was not filed;

a Form 4 for Paul Goode disclosing

the purchase of a warrant on July 1, 2024, was not filed;

a Form 4 for Paul Goode reporting the purchase of a convertible promissory

note on July 18, 2024, was not filed;

a Form 4 for Paul Goode reporting the conversion of a promissory note on November 14, 2024, was

a Form 4 for Paul Goode reporting the acquisition of Series A Common Warrants and Series B Common Warrants on November 14,

2024, was not filed;

a Form 4 for Paul Goode reporting the acquisition of Common Stock pursuant to the IP Purchase Agreement, was not

filed (each of the aforementioned transactions by Paul Goode were subsequently reported on a Form 4 filed on March 28, 2025);

for Erin Carter reporting the acquisition of Common Stock on each of December 31, 2023 and April 8, 2024, both of which were not filed;

a Form 4 for Erin Carter reporting the purchase of a convertible promissory note on July 18, 2024, was not filed;

a Form 4 for Erin Carter

reporting the conversion of a promissory note on November 14, 2024, was not filed;

a Form 4 for Erin Carter reporting the acquisition

of Series A Common Warrants and Series B Common Warrants on November 14, 2024, was not filed (each of the aforementioned transactions

by Erin Carter were subsequently reported on a Form 4 filed on March 28, 2025);

a Form 4 for John Ballantyne reporting the purchase of

three warrants on July 30, 2024, was not filed;

a Form 4 for John Ballantyne reporting the conversion of a promissory note on November

Form 4 for Paul Goode disclosing the purchase of a warrant on July 1, 2024, was not filed;

a Form 4 for Paul Goode reporting the

purchase of a convertible promissory note on July 18, 2024, was not filed;

a Form 4 for Paul Goode reporting the conversion of a

promissory note on November 14, 2024, was not filed;

a Form 4 for Paul Goode reporting the acquisition of Series A Common Warrants

and Series B Common Warrants on November 14, 2024, was not filed;

a Form 4 for Paul Goode reporting the acquisition of Common Stock

pursuant to the IP Purchase Agreement, was not filed (each of the aforementioned transactions by Paul Goode were subsequently

reported on a Form 4 filed on March 28, 2025);

Forms 4 for Erin Carter reporting the acquisition of Common Stock on each of December

31, 2023 and April 8, 2024, both of which were not filed;

a Form 4 for Erin Carter reporting the purchase of a convertible

promissory note on July 18, 2024, was not filed;

a Form 4 for Erin Carter reporting the conversion of a promissory note on November

14, 2024, was not filed;

a Form 4 for John Ballantyne reporting the acquisition of Series A Common Warrants and Series B Common Warrants

on November 14, 2024, was not filed;

(each of the aforementioned transactions by John Ballantyne were subsequently reported on a Form

a Form 4 for Erin Carter reporting the acquisition of Series A Common Warrants and Series B Common Warrants

on November 14, 2024, was not filed (each of the aforementioned transactions by Erin Carter were subsequently reported on a Form 4

filed on March 28, 2025);

a Form 4 for the Ballantyne Trust reporting the purchase of three warrants on July 30, 2024, was not filed;

a Form 4 for the Ballantyne Trust reporting the conversion of a promissory note on November 14, 2024, was not filed;

a Form 4 for the

Ballantyne Trust reporting the acquisition of Series A Common Warrants and Series B Common Warrants on November 14, 2024, was not filed

(each of the aforementioned transactions by the Ballantyne Trust were subsequently reported on a Form 4 filed on March 31, 2025);

4 for Luis Malave reporting the acquisition of Common Stock on each of August 31, 2021, December 31, 2021, March 31, 2022, June 30, 2022,

October 4, 2022, January 9, 2023, August 20, 2023, December 31, 2024 and April 8, 2024, each of which were not filed;

a Form 4 for Luis

Malave reporting the purchase of a convertible promissory note on July 18, 2024, was not filed;

a Form 4 for Luis Malave reporting the

conversion of a promissory note on November 14, 2024, was not filed;

and a Form 4 for Luis Malave reporting the acquisition of Series

A Common Warrants and Series B Common Warrants on November 14, 2024, was not filed;

(each of the aforementioned transactions by Luis

Malave were subsequently reported on a Form 4 filed on March 31, 2025).

a Form 4 for John Ballantyne reporting the purchase of three warrants on July 30, 2024, was not filed;

Form 4 for John Ballantyne reporting the conversion of a promissory note on November 14, 2024, was not filed;

a Form 4 for John

Ballantyne reporting the acquisition of Series A Common Warrants and Series B Common Warrants on November 14, 2024, was not filed;

(each of the aforementioned transactions by John Ballantyne were subsequently reported on a Form 4 filed on March 31, 2025);

4 for the Ballantyne Trust reporting the purchase of three warrants on July 30, 2024, was not filed;

a Form 4 for the Ballantyne

Trust reporting the conversion of a promissory note on November 14, 2024, was not filed;

a Form 4 for the Ballantyne Trust reporting

the acquisition of Series A Common Warrants and Series B Common Warrants on November 14, 2024, was not filed (each of the

aforementioned transactions by the Ballantyne Trust were subsequently reported on a Form 4 filed on March 31, 2025);

Luis Malave reporting the acquisition of Common Stock on each of September 30, 2021, December 31, 2021, March 31, 2022, June 30, 2022,

October 4, 2022, January 9, 2023, April 20, 2023, December 31, 2023 and April 8, 2024, each of which were not filed;

Luis Malave reporting the purchase of a convertible promissory note on July 18, 2024, was not filed;

a Form 4 for Luis Malave

reporting the conversion of a promissory note on November 14, 2024, was not filed;

and a Form 4 for Luis Malave reporting the

acquisition of Series A Common Warrants and Series B Common Warrants on November 14, 2024, was not filed;

aforementioned transactions by Luis Malave were subsequently reported on a Form 4 filed on March 31, 2025);

a Form 4 for Paul Goode reporting the acquisition of Common Stock pursuant to the IP Purchase Agreement that was due on March 27, 2025,

which was filed on October 7, 2025;

Forms 4 for Erin Carter reporting the acquisition of Common Stock on each of March 25, 2025 and July

11, 2025, both of which were not filed (each of the aforementioned transactions by Erin Carter were subsequently reported on a Form 4

filed on October 7, 2025);

Forms 4 for Luis Malave reporting the acquisition of Common Stock on each of March 25, 2025 and July 11, 2025,

both of which were not filed (each of the aforementioned transactions by Luis Malave were subsequently reported on a Form 4 filed on October

Forms 4 for Andrew Balo reporting the acquisition of Common Stock on each of March 25, 2025 and July 11, 2025, both of which

were not filed (each of the aforementioned transactions by Andrew Balo were subsequently reported on a Form 4 filed on October 7, 2025);

and a Form 3 for Victoria Carr-Brendel that was due on June 2, 2025, which was filed on October 7, 2025.

of Ethics and Business Conduct

accordance with the information required by this Item 10 relating to the code of ethics required by Item 406 of Regulation S-K, the

Company has a Code of Ethics and Business Ethics (the “Code of Ethics”), which applies to its directors, officers, and

employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or

persons performing similar functions (collectively, the “Covered Persons” and each a “Covered Person”).

full text of the Code of Ethics is available on the “Investors” section of our website, which is located at www.glucotrack.com .

The Company intends to satisfy the SEC’s requirements regarding amendments to, or waivers from, the Code of Ethics by posting

such information on its website or by filing a Current Report on Form 8-K to disclose such information.

accordance with the information required by this Item 10 relating to the code of ethics required by Item 406 of Regulation S-K, the Company

has a Code of Ethics and Business Ethics (the “Code of Ethics”), which applies to its directors, officers, and employees,

including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing

similar functions (collectively, the “Covered Persons” and each a “Covered Person”).

The full text of the Code

of Ethics is available on the “Investors” section of our website, which is located at www.glucotrack.com .

We will provide to any person without charge, upon request, a copy of the

Such requests should be made in writing to the following address:

c/o Glucotrack, Inc., 301 Route 17 North, Ste.

800, Rutherford,

New Jersey 07070.

intends to satisfy the SEC’s requirements regarding amendments to, or waivers from, the Code of Ethics by posting such information

on its website or by filing a Current Report on Form 8-K to disclose such information.

for Stockholders to Recommend Director Nominees

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Company’s Board has a standing Audit Committee.

Our Audit Committee

is chaired by Erin Carter and its other members are Luis Malave and Dr.

Robert Fischell.

Our Board has determined that each of these directors

is “independent” as defined by the rules of the SEC and the Nasdaq Listing Rules.

Our Audit Committee is chaired by Erin Carter and its other members are Luis Malave, and Victoria Carr-Brendel .

Our Board has determined that each of these directors is “independent” as defined

by the rules of the SEC and the Nasdaq Listing Rules.

The Board has determined that Ms.

is an “audit committee financial expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K.

Carter is an “audit committee financial

expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K.

Trading Policy

Company has an insider trading policy (the “Insider Trading Policy”) which prohibits Covered Persons from buying or selling the Company’s securities while the

Covered Person is aware of material nonpublic information about the Company.

The Company believes that its Insider Trading Policy is

reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.

Company has an insider trading policy (the “Insider Trading Policy”) which prohibits Covered Persons from buying or selling

the Company’s securities while the Covered Person is aware of material nonpublic information about the Company.

The Company believes

that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any

applicable listing standards.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.

Executive Compensation

The following discussion contains

forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation

The actual amount and form of compensation and the compensation policies and practices that we adopt in the future may differ

materially from currently planned programs as summarized in this discussion.

currently considered a “smaller reporting company” within the meaning of the Securities Act for purposes of the SEC’s

following discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations

regarding future compensation programs.

The actual amount and form of compensation and the compensation policies and practices that we

adopt in the future may differ materially from currently planned programs as summarized in this discussion.

are currently considered a “smaller reporting company” within the meaning of the Securities Act for purposes of the SEC’s

executive compensation disclosure rules.

Accordingly, we are required to provide a Summary Compensation Table, as well as limited narrative

disclosures regarding executive compensation for our last two completed fiscal years and an Outstanding Equity Awards at Fiscal Year End

Table for our last completed fiscal year.

disclosures regarding executive compensation for our last two completed fiscal years and an Outstanding Equity Awards at Fiscal Year

End Table for our last completed fiscal year.

These reporting obligations extend only to “named executive officers.” Individuals

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whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2025.

discusses material components of the executive compensation programs for the Company’s “named executive officers” who

area named in the “Summary Compensation Table” below.

In 2024, the Company’s “named executive officer” was

section discusses material components of the executive compensation programs for the Company’s “named executive officers”

who are named in the “Summary Compensation Table” below.

In 2025, the Company’s “named executive officers”

Goode, the Company’s Chief Executive Officer and Peter C.

Wulff, the Company’s Chief Financial Officer.

Wulff was appointed Chief Financial Officer of the Company in January 2025.

In 2024, the Company’s “named executive officer”

Goode, the Company’s Chief Executive Officer.

No other executive officer of the Company received total compensation during

the fiscal year ended December 31, 2024 in excess of $100,000, and thus disclosure is not required for any other person.

Summary Compensation Table

The following table sets forth

total compensation paid to our named executive officer for the years ended December 31, 2024, and 2023.

Name and Position

Stock Awards ($)

Option Awards ($) (1)

Non-Equity Incentive Plan Compensation ($)

Non-qualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Chief Executive Officer

Narrative to the Summary Compensation Table

Annual Base Salary

our named executive officer a base salary to compensate him for services rendered to our company.

The base salary payable to our named

executive officers is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role

and responsibilities.

Equity Compensation

granted stock options to our employees, including our named executive officer, in order to attract and retain them, as well as to align

their interests with the interests of our shareholders.

In order to provide a long-term incentive, these stock options vest over three

years subject to continued service.

Executive Compensation Arrangements

Employment Agreement

below is a summary of the material terms of the employment agreement of our current named executive officer.

19, 2021, Paul V.

Goode was appointed as President and Chief Operating Officer of the Company, effective November 1, 2021 (the “Goode

Effective Date”) and currently serves as the Chief Executive Officer.

role, Goode leads the Company’s operations, overseeing strategy, design, manufacturing, business and product development and helps

to build the U.S.

No other executive officer of the Company received total compensation

during the fiscal year ended December 31, 2025 and 2024 in excess of $100,000, and thus disclosure is not required for any other person.

Compensation Table

following table sets forth total compensation paid to our named executive officers for the years ended December 31, 2025, and 2024.

Incentive Plan

Non-qualified

Executive Officer

Financial Officer (5)

reflect salary earned during the respective fiscal years.

bonus paid to Mr.

Goode during fiscal 2025 for milestones met in fiscal 2024.

for the years ended December 31, 2024 reflect the grant date fair value for financial statement reporting purposes with respect to

stock options granted during the respective fiscal year, calculated in accordance with authoritative guidance.

compensation paid to Mr.

Wulff in fiscal 2025 for financing milestones met in the current year, pursuant to Mr.

Wulff’s employment

Executive compensation information for the fiscal year ended December 31,

2024 is not provided, as the individual was not a named executive officer for that period.

to the Summary Compensation Table

pay our named executive officers a base salary to compensate them for services rendered to our Company.

The base salary payable to our

named executive officers is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience,

role and responsibilities.

2025, our named executive officers earned a cash bonus under the Company’s annual bonus program based upon achievement of both

corporate and individual goals determined by the Board based on a target percentage of annual base salary and certain milestones.

have granted stock options to our employees, including our named executive officers, in order to attract and retain them, as well as

to align their interests with the interests of our shareholders.

In order to provide a long-term incentive, stock options typically vest

over three years subject to continued service.

Compensation Arrangements

Set forth below is a summary of the material terms of the employment

agreements of our current named executive officers.

October 19, 2021, Paul V.

Goode was appointed as President and Chief Operating Officer of the Company, effective November 1, 2021 (the

“Goode Effective Date”) and currently serves as the Chief Executive Officer.

In connection with his appointment as Chief

Executive Officer, the Company entered into an employment agreement with Dr.

Goode (the “Goode Employment Agreement”), on

October 19, 2021.

this role, Dr.

Goode leads the Company’s operations, overseeing strategy, design, manufacturing, business and product development

and helps to build the U.S.

infrastructure in preparation for the U.S.

clinical trials of the Company.

He devotes such time as necessary to perform

his duties but is able to pursue other professional opportunities at the same time.

His base salary shall be $175,000 per year, and he

is entitled to a cash bonus of up to 20% of his annual base salary as determined by the Company’s Compensation Committee and was

granted options to purchase up to one-and-a-half percent (1.5%) of the fully diluted Common Stock as of the Goode Effective Date, with

a per share exercise price equal to $49.00 per share, which vests in equal monthly installments over a three-year period following the

Goode Effective Date.

and equity incentives are subject to clawback rights if there is a misstatement of financials which changes any metrics upon which a bonus

or incentives are based and the clawback will be pro rata based upon the changes in the financials with respect to the effect on any underlying

Outstanding Equity Awards as of December 31, 2024

The following

table sets forth for the Company’s named executive officer certain information regarding unexercised options as of December 31,

Number of Securities Underlying Unexercised Options

(#) Exercisable

He devotes such time as necessary

to perform his duties but is able to pursue other professional opportunities at the same time.

His current annual base salary is $350,000

per year (the “Base Salary”), and he is entitled to a cash bonus of up to 20% of his Base Salary as determined by the Company’s

Compensation Committee.

Pursuant to the Goode Employment Agreement, Dr.

Goode was granted options to purchase up to one-and-a-half percent

(1.5%) of the fully diluted Common Stock as of the Goode Effective Date, with a per share exercise price equal to $2,940.00 per share,

which vests in equal monthly installments over a three-year period following the Goode Effective Date.

termination of employment for any reason, Dr.

Goode is entitled to:

(A) all Base Salary earned through the date of termination, (B) any

Annual Bonuses (as defined in the Goode Employment Agreement), pro-rated, to be paid in accordance with the terms of the Goode Employment

and (D) reimbursement of all reasonable expenses.

bonus and equity incentives are subject to clawback rights if there is a misstatement of financials which changes any metrics upon which

a bonus or incentives are based and the clawback will be pro rata based upon the changes in the financials with respect to the effect

on any underlying metrics.

In connection with his

appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr.

Wulff (the “Employment

Agreement”), on January 29, 2025.

The Employment Agreement provides for at-will employment that may be terminated by the

Company with or without cause or in the event of the executive’s disability, and by the executive with or without good reason,

or in the event of the executive’s death .

The Employment Agreement

provides for a base salary of $300,000 per annum for 2025, and for fiscal year 2026 and thereafter, a base salary of $450,000 per annum

(the “Base Salary”).

Wulff is eligible for bonus payments during the 2025 fiscal year, contingent upon the Company meeting

specific financing milestones.

These include:

(i) a bonus of $75,000 upon the successful closing of one or more transactions totaling

$6 million, (ii) an additional $125,000 upon the closing of one or more transactions with a cumulative value of $12 million, and (iii)

an additional $62,500 upon the closing of one or more transactions with a cumulative value of $18 million, each payable at the end of

the month of achievement or as soon as administratively practical thereafter.

Pursuant to the Employment Agreement, during the 2026 fiscal

year, and fiscal years thereafter, Mr.

Wulff is also eligible for an annual performance bonus in cash of up to 15% of the Base Salary,

contingent upon the determination that relevant targets, if any, have been met.

The Employment Agreement also provides for initial grants

under the Company’s 2024 Equity Incentive Plan of options to purchase a number of shares of Company common stock equal to 1.25%

of the Company’s outstanding common stock as of the effective date of the Employment Agreement.

Provided that Mr.

Wulff is still

employed on December 31, 2025, and subject to Board approval and the achievement of financial transaction goals by the Company, Mr.

will be eligible for an additional option grant to offset any dilution of the initial grant resulting from dilutive events, the amount

and terms of which are to be determined in the discretion of the Board on or before December 31, 2025.

Upon termination of employment

for any reason, Mr.

Wulff is entitled to:

(A) all Base Salary and accrued but unused vacation time earned through the date of termination,

if and only if Mr.

Wulff is still employed with the Company six months after the Effective Date (as defined in the Employment Agreement),

(B) any Annual Bonuses (as defined in the Employment Agreement), pro-rated, to be paid in accordance with the terms of the Employment

and (C) reimbursement of all reasonable expenses.

Subject to Board approval, for fiscal years 2026 and 2027, Mr.

Wulff is entitled

to receive no less than 6 months of severance benefits, which are in line with market norms for a similarly situated executive at a similar

March 27, 2026, the Company entered into a Separation Agreement and Release (the “Separation Agreement”) with Peter C.

Wulff tendered his resignation on March 27, 2026, and his employment with the Company will end effective March 31, 2026.

to the Separation Agreement, Mr.

Wulff is entitled to receive severance payments in an aggregate amount of $112,500, representing three

months of his base salary, payable in two equal installments on April 15, 2026 and April 30, 2026, subject to his continued compliance

with the terms of the Separation Agreement.

Wulff is also required to assist with the orderly transition of his duties during the

severance period.

connection with the Separation Agreement, Mr.

Wulff agreed to a broad release of claims against the Company and its affiliates, subject

to customary exceptions, and waived any rights to outstanding equity awards, including both vested and unvested stock options previously

granted to him.

The Separation Agreement also provides that Mr.

Wulff is not eligible for a 2026 annual bonus.

Separation Agreement includes customary confidentiality, non-disparagement, non-solicitation, cooperation, and return-of-property provisions.

Equity Awards as of December 31, 2025

following table sets forth for the Company’s named executive officer certain information regarding unexercised options as of December

Unexercisable

Director Compensation

Decisions regarding the compensation

to be paid to the members of our Board of Directors, if any, are determined and/or ratified by the Board with recommendations given by

the Compensation Committee.

regarding the compensation to be paid to the members of our Board of Directors, if any, are determined and/or ratified by the Board with

recommendations given by the Compensation Committee.

Non-employee directors are compensated with a combination of cash and shares.

Additionally, we provide reimbursement

to our non-employee directors for their reasonable expenses incurred in attending meetings of our Board of Directors and its committees.

Additionally,

we provide reimbursement to our non-employee directors for their reasonable expenses incurred in attending meetings of our Board of Directors

and its committees.

Directors may also receive equity awards from time to time.

The directors who also serve as an employee of the Company do not receive

additional compensation for their service as a director.

The following

table sets forth information with respect to the compensation of our directors as of December 31, 2024:

Fees Earned or Paid in Cash

Stock Awards ($)

All Other Compensation ($)

The directors who also serve as an employee of the Company

do not receive additional compensation for their service as a director.

following table sets forth compensation earned in the fiscal year ended December 31, 2025 by each of our non-employee directors:

Victoria Carr-Brendel

Robert Fischell

John Ballantyne

Shimon Rapps (1)

Andrew Sycoff (1)

On July 29, 2024, the director resigned from the board of directors.

for the year ended December 31, 2025 reflect the fair value of restricted shares issued as compensation for Board service, calculated

in accordance with ASC Topic 718.

for the year ended December 31, 2025 reflect the grant date fair value for financial statement reporting purposes with respect to

stock options granted during the fiscal year, calculated in accordance with ASC Topic 718.

Malave received equity compensation for his service as a member of the Board of Directors, consisting of (i) 1,200 shares of Common

Stock earned on July 11, 2025, with an aggregate grant-date fair value of $9,000, and 463 shares of Common Stock earned on October

3, 2025, with an aggregate grant-date fair value of $9,000 (collectively, $18,000), and (ii) 4,055 stock options granted on October

3, 2025, with a grant-date fair value of $29,000.

As of December 31, 2025, Mr.

Malave held 4,058 shares of Common Stock and 4,055

stock options granted as compensation for his Board service.

Carter received equity compensation for her service as a member of the Board of Directors, consisting of (i) 1,000 shares of Common

Stock earned on July 11, 2025, with an aggregate grant-date fair value of $7,500, and 386 shares of Common Stock earned on October

3, 2025, with an aggregate grant-date fair value of $7,500 (collectively, $15,000), and (ii) 4,055 stock options granted on October

3, 2025, with a grant-date fair value of $29,000.

As of December 31, 2025, Ms.

Carter held 2,148 shares of Common Stock and 4,055

stock options granted as compensation for her Board service.

Balo received equity compensation for his service as a member of the Board of Directors, consisting of (i) 3,332 shares of Common

Stock earned on July 11, 2025, with an aggregate grant-date fair value of $25,000, and 1,285 shares of Common Stock earned on October

3, 2025, with an aggregate grant-date fair value of $25,000 (collectively, $50,000), and (ii) 4,055 stock options granted on October

3, 2025, with a grant-date fair value of $29,000.

As of December 31, 2025, Mr.

Balo held 4,692 shares of Common Stock and 4,055 stock

options granted as compensation for his Board service.

Carr-Brendel received equity compensation for her service as a member of the Board of Directors, consisting of 434 shares of Common

Stock earned on October 3, 2025, with an aggregate grant-date fair value of $3,250, and (ii) 4,055 stock options granted on October

3, 2025, with a grant-date fair value of $29,000.

As of December 31, 2025, Ms.

Carr-Brendel held 167 shares of Common Stock and 4,055

stock options granted as compensation for her Board service.

Fischell and Mr.

Ballantyne were not nominated for re-election

at the 2025 annual meeting, and their respective terms on the Board and any committees of the Board expired on May 22, 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Authorized for Issuance under Share-Based Compensation Plans

Equity Compensation Plan Information

The following

table sets forth, as of December 31, 2024, information regarding awards previously granted and outstanding, and securities authorized

for future issuance, under the Company’s equity compensation plans.

Compensation Plan Information

following table sets forth, as of December 31, 2025, information regarding awards previously granted and outstanding, and securities

authorized for future issuance, under the Company’s equity compensation plans.

Plan Category

Number of Securities

to be Issued Upon Exercise of Outstanding Options, Warrants or Rights

Weighted-Average

Exercise Price of Outstanding Options, Warrants or Rights

Number of Securities

Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Outstanding Options, Warrants, or Rights)

Equity compensation plans approved by shareholders

Equity compensation plans not approved by

Summary of Material Terms

of the 2024 Equity Incentive Plan

The following

is a summary of the material features of the Glucotrack, Inc.

2024 Equity Incentive Plan (the “2024 Plan”), which was adopted

by the stockholders on April 26, 2024.

This summary is qualified in its entirety by the full text of the 2024 Plan, a copy of which is

filed as an exhibit to this Annual Report.

of the 2024 Plan is to provide employees, directors, and consultants with opportunities to acquire the Company’s shares, or to receive

monetary payments based on the value of such shares.

Equity awards and equity-linked compensatory opportunities are intended to assist

in further aligning the interests of directors, employees, and consultants with those of our stockholders.

Equity compensation plans approved

by shareholders

Equity compensation plans not approved by shareholders

Equity Incentive Plan

Company’s shareholders approved the 2024 Equity Incentive Plan (the “2024 Plan”) in April 2024.

The 2024 Plan initially

provided for a reserve of 2,675,636 shares of Common Stock, which was subsequently reduced to 535,127 shares in connection with the Company’s

one-for-five (1:5) reverse stock split, effective May 17, 2025, and such shares were registered on a Form S-8 filed with the SEC in August

The share reserve was subsequently reduced to 26,757 shares in connection with the Company’s one-for-twenty (1:20) reverse

stock split, effective February 3, 2025.

May 2025, the Company’s shareholders approved an amendment (the “Amendment”) to the 2024 Plan that increased the maximum

aggregate number of shares that could be issued under the 2024 Plan to 7,500,000 shares.

The maximum aggregate number of shares that

could be issued under the 2024 Plan was subsequently reduced to 125,000 shares in connection with the Company’s one-for-sixty (1:60)

reverse stock split, effective June 13, 2025.

The additional 124,555 shares added by the Amendment were registered on a Form S-8 filed

with the SEC in September 2025.

The 2024 Plan provides for the grant of incentive stock options, nonqualified stock options, and other

share-based awards to employees, directors, consultants, and advisors.

These awards have contractual terms of up to ten years and are

subject to vesting conditions determined by the Compensation Committee of the Board of Directors.

As of December 31, 2025, 97,544 shares

remained available for issuance under the 2024 Plan.

of Material Terms of the 2024 Equity Incentive Plan

following is a summary of the material features of the Glucotrack, Inc.

2024 Equity Incentive Plan.

This summary is qualified in its

entirety by the full text of the 2024 Plan, a copy of which is filed as an exhibit to this Annual Report.

purpose of the 2024 Plan is to provide employees, directors, and consultants with opportunities to acquire the Company’s shares,

or to receive monetary payments based on the value of such shares.

Equity awards and equity-linked compensatory opportunities are intended

to assist in further aligning the interests of directors, employees, and consultants with those of our stockholders.

eligible to participate in the 2024 Plan will be employees, directors, and consultants of the Company and its subsidiaries as selected

4 unchanged sentences

Administration

Plan will be administered by the Compensation Committee of our Board of Directors, our Board of Directors, or such other similar committee

pursuant to the terms of the 2024 Plan.

The plan administrator, which initially will be the Compensation Committee of our Board of Directors,

will have full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make

any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions

of the 2024 Plan.

The plan administrator may delegate to one or more officers of the Company, the authority to grant awards to individuals

who are not subject to the reporting and other provisions of Section 16 of the Exchange Act.

Share Reserve

2024 Plan will be administered by the Compensation Committee of our Board of Directors, our Board of Directors, or such other similar

committee pursuant to the terms of the 2024 Plan.

The plan administrator, which initially will be the Compensation Committee of our Board

of Directors, will have full power to select, from among the individuals eligible for awards, the individuals to whom awards will be

granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject

to the provisions of the 2024 Plan.

The plan administrator may delegate to one or more officers of the Company, the authority to grant

awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act.

to 125,000 shares of our Common Stock may be issued under the 2024 Plan.

1 unchanged sentence

will be made under the 2010 Plan.

As of December 31, 2025, 97,544 shares remained available for issuance under the 2024 Plan.

issuable under the 2024 Plan may be authorized, but unissued, or reacquired shares of Common Stock.

3 unchanged sentences

shares available for issuance under the 2024 Plan, although shares shall not again become available for issuance as incentive stock options.

Annual Limitation on Awards to Non-Employee Directors

Plan contains a limitation whereby the value of all awards under the 2024 Plan and all other cash compensation paid by the Company to

any non-employee director may not exceed $750,000 for the first calendar year a non-employee director is initially appointed to the Company’s

Board of Directors, and $500,000 in any other calendar year.

Types of Awards

Limitation on Awards to Non-Employee Directors

2024 Plan contains a limitation whereby the value of all awards under the 2024 Plan and all other cash compensation paid by the Company

to any non-employee director may not exceed $750,000 for the first calendar year a non-employee director is initially appointed to the

Company’s Board of Directors, and $500,000 in any other calendar year.

2024 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based

awards (collectively, “awards”).

Unless otherwise set forth in an individual award agreement, each award shall vest over a

three (3) year period, with one-third (1/3) of the award vesting on the first annual anniversary of the date of grant and the remaining

Unless otherwise set forth in an individual award agreement, each award shall vest over

a three (3) year period, with one-third (1/3) of the award vesting on the first annual anniversary of the date of grant and the remaining

portion of the award vesting monthly thereafter.

Stock Options .

The 2024 Plan permits the granting

of both options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the

“Code”) and options that do not so qualify.

Options granted under the 2024 Plan will be nonqualified options if they fail

to qualify as incentive stock options or exceed the annual limit on incentive stock options.

Incentive stock options may only be granted

to employees of the Company and its subsidiaries.

Nonqualified options may be granted to any persons eligible to receive awards under

the 2024 Plan.

The exercise price of each option

will be determined by the plan administrator, but such exercise price may not be less than 100% of the fair market value of one share

of Common Stock on the date of grant or, in the case of an incentive stock option granted to a 10% or greater stockholder, 110% of such

share’s fair market value.

The term of each option will be fixed by the plan administrator and may not exceed ten (10) years from

the date of grant (or five years for an incentive stock option granted to a 10% or greater stockholder).

The plan administrator will determine

at what time or times each option may be exercised, including the ability to accelerate the vesting of such options.

Upon exercise

of an option, the exercise price must be paid in full either in cash, check or, with approval of the plan administrator, by delivery (or

attestation to the ownership) of the shares of Company Common Stock that are beneficially owned by the optionee free of restrictions or

were purchased in the open market.

Subject to applicable law and approval of the plan administrator, the exercise price may also be made

by means of a broker-assisted cashless exercise.

In addition, the plan administrator may permit nonqualified options to be exercised using

a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest whole number of shares

with fair market value that does not exceed the aggregate exercise price.

Stock Appreciation Rights.

administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine.

2024 Plan permits the granting of both options intended to qualify as incentive stock options under Section 422 of the Internal Revenue

Code of 1986, as amended (the “Code”) and options that do not so qualify.

Options granted under the 2024 Plan will be nonqualified

options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options.

Incentive stock options

may only be granted to employees of the Company and its subsidiaries.

Nonqualified options may be granted to any persons eligible to

receive awards under the 2024 Plan.

exercise price of each option will be determined by the plan administrator, but such exercise price may not be less than 100% of the

fair market value of one share of Common Stock on the date of grant or, in the case of an incentive stock option granted to a 10% or

greater stockholder, 110% of such share’s fair market value.

The term of each option will be fixed by the plan administrator and

may not exceed ten (10) years from the date of grant (or five years for an incentive stock option granted to a 10% or greater stockholder).

The plan administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting

of such options.

exercise of an option, the exercise price must be paid in full either in cash, check or, with approval of the plan administrator, by

delivery (or attestation to the ownership) of the shares of Company Common Stock that are beneficially owned by the optionee free of

restrictions or were purchased in the open market.

Subject to applicable law and approval of the plan administrator, the exercise price

may also be made by means of a broker-assisted cashless exercise.

In addition, the plan administrator may permit nonqualified options

to be exercised using a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest

whole number of shares with fair market value that does not exceed the aggregate exercise price.

Appreciation Rights .

plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine.

Stock appreciation

5 unchanged sentences

right may be exercised, including the ability to accelerate the vesting of such stock appreciation rights.

Restricted Stock.

stock award is an award of shares of Common Stock that vests in accordance with the terms and conditions established by the plan administrator.

The plan administrator will determine the persons to whom grants of restricted stock awards are made, the number of restricted shares

to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards of restricted stock may

be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted stock

Unless otherwise provided in the applicable award agreement, a participant generally will have the rights and privileges of a

stockholder as to such restricted shares, including without limitation the right to vote such restricted shares and the right to receive

dividends, if applicable.

Restricted Stock Units .

Restricted stock units are the

right to receive shares of Common Stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions

specified by the plan administrator.

Restrictions or conditions could include, but are not limited to, the attainment of performance goals,

continuous service with the Company or its subsidiaries, the passage of time or other restrictions or conditions.

The plan administrator

determines the persons to whom grants of restricted stock units are made, the number of restricted stock units to be awarded, the time

or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule, and rights to acceleration

thereof, and all other terms and conditions of the restricted stock unit awards.

The value of the restricted stock units may be paid in

shares of Common Stock, cash, other securities, other property, or a combination of the foregoing, as determined by the plan administrator.

of restricted stock units will have no voting rights.

Prior to settlement or forfeiture, restricted stock units awarded under the 2024

Plan may, at the plan administrator’s discretion, provide for a right to dividend equivalents.

Such right entitles the holder to

be credited with an amount equal to all dividends paid on one share of Common Stock while each restricted stock unit is outstanding.

equivalents may be converted into additional restricted stock units.

Settlement of dividend equivalents may be made in the form of cash,

shares of Common Stock, other securities, other property, or a combination of the foregoing.

Prior to distribution, any dividend equivalents

shall be subject to the same conditions and restrictions as the restricted stock units to which they are payable.

Other Stock-Based Awards .

Other stock-based

awards may be granted either alone, in addition to, or in tandem with, other awards granted under the 2024 Plan and/or cash awards made

outside of the 2024 Plan.

The plan administrator shall have authority to determine the persons to whom and the time or times at which

other stock-based awards will be made, the amount of such other stock-based awards, and all other conditions, including any dividend and/or

voting rights.

restricted stock award is an award of shares of Common Stock that vests in accordance with the terms and conditions established by the

plan administrator.

The plan administrator will determine the persons to whom grants of restricted stock awards are made, the number

of restricted shares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards of

restricted stock may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions

of restricted stock awards.

Unless otherwise provided in the applicable award agreement, a participant generally will have the rights

and privileges of a stockholder as to such restricted shares, including without limitation the right to vote such restricted shares and

the right to receive dividends, if applicable.

Stock Units .

stock units are the right to receive shares of Common Stock at a future date in accordance with the terms of such grant upon the attainment

of certain conditions specified by the plan administrator.

Restrictions or conditions could include, but are not limited to, the attainment

of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other restrictions or conditions.

The plan administrator determines the persons to whom grants of restricted stock units are made, the number of restricted stock units

to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule, and

rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards.

The value of the restricted stock

units may be paid in shares of Common Stock, cash, other securities, other property, or a combination of the foregoing, as determined

by the plan administrator.

holders of restricted stock units will have no voting rights.

Prior to settlement or forfeiture, restricted stock units awarded under

the 2024 Plan may, at the plan administrator’s discretion, provide for a right to dividend equivalents.

Such right entitles the

holder to be credited with an amount equal to all dividends paid on one share of Common Stock while each restricted stock unit is outstanding.

Dividend equivalents may be converted into additional restricted stock units.

Settlement of dividend equivalents may be made in the form

of cash, shares of Common Stock, other securities, other property, or a combination of the foregoing.

Prior to distribution, any dividend

equivalents shall be subject to the same conditions and restrictions as the restricted stock units to which they are payable.

Stock-Based Awards .

stock-based awards may be granted either alone, in addition to, or in tandem with, other awards granted under the 2024 Plan and/or cash

awards made outside of the 2024 Plan.

The plan administrator shall have authority to determine the persons to whom and the time or times

at which other stock-based awards will be made, the amount of such other stock-based awards, and all other conditions, including any

dividend and/or voting rights.

2024 Plan authorizes the plan administrator to take the following repricing actions without stockholder approval:

(i) modify the purchase price

or the exercise price of any outstanding award or (ii) cancel any award in exchange for cash or another award.

Tax Withholding

(i) modify the purchase

price or the exercise price of any outstanding award or (ii) cancel any award in exchange for cash or another award.

in the 2024 Plan are responsible for the payment of any federal, state, or local taxes that the Company or its subsidiaries are required

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sold and proceeds from such sale are remitted to the Company or its subsidiaries in an amount that would satisfy the withholding amount

Equitable Adjustments

event of a merger, consolidation, recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, combination,

the event of a merger, consolidation, recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, combination,

repurchase or other change in corporate structure affecting shares of Common Stock, the maximum number and kind of shares reserved for

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by outstanding awards made under the 2024 Plan.

Change in Control

event of any proposed change in control (as defined in the 2024 Plan), the plan administrator will take any action as it deems appropriate,

the event of any proposed change in control (as defined in the 2024 Plan), the plan administrator will take any action as it deems appropriate,

which action may include, without limitation, the following:

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criteria will be deemed achieved at targeted levels.

Transferability of Awards

Transferability

determined otherwise by the plan administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of

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as the plan administrator deems appropriate.

Plan became effective when approved by our shareholders, and, unless terminated earlier, the 2024 Plan will continue in effect for a term

of ten (10) years.

Amendment and Termination

may amend or terminate the 2024 Plan at any time.

2024 Plan became effective when approved by our shareholders, and, unless terminated earlier, the 2024 Plan will continue in effect for

a term of ten (10) years.

and Termination

Board may amend or terminate the 2024 Plan at any time.

Any such termination will not affect outstanding awards.

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awards under the 2024 Plan.

Recoupment Policy

granted under the 2024 Plan, all amounts paid under the 2024 Plan, and all shares of Common Stock issued under the 2024 Plan shall be

subject to reduction, recoupment, clawback, or recovery by the Company in accordance with applicable laws and with Company policy.

intends to file with the SEC a registration statement on Form S-8 covering the shares of Common Stock issuable under the 2024 Plan.

Material United States Federal Income Tax Considerations

The following

is a general summary under current law of the material U.S.

federal income tax considerations related to awards and certain transactions

under the 2024 Plan, based upon the current provisions of the Code and regulations promulgated thereunder.

This summary deals with the

general federal income tax principles that apply and is provided only for general information.

It does not describe all federal tax consequences

under the 2024 Plan, nor does it describe state, local, or foreign income tax consequences or federal employment tax consequences.

rules governing the tax treatment of such awards are quite technical, so the following discussion of tax consequences is necessarily general

in nature and is not complete.

In addition, statutory provisions are subject to change, as are their interpretations, and their application

may vary in individual circumstances.

This summary is not intended as tax advice to participants, who should consult their own tax advisors.

Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement

Income Security Act of 1974, as amended.

The Company’s ability to realize the benefit of any tax deductions described below depends

on the Company’s generation of taxable income as well as the requirement of reasonableness and the satisfaction of the Company’s

tax reporting obligations.

Incentive Stock Options .

income is generally realized by the optionee upon the grant or exercise of an incentive stock option.

If shares of Common Stock issued

to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and

after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess of the option exercise

price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term

capital loss, and (ii) neither the Company nor its subsidiaries will be entitled to any deduction for federal income tax purposes;

that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option.

The exercise of an incentive

stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

shares of Common Stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year

awards granted under the 2024 Plan, all amounts paid under the 2024 Plan, and all shares of Common Stock issued under the 2024 Plan shall

be subject to reduction, recoupment, clawback, or recovery by the Company in accordance with applicable laws and with Company policy.

September 2025, the Company filed with the SEC a registration statement on Form S-8 covering the shares of Common Stock issuable under

the 2024 Plan.

United States Federal Income Tax Considerations

following is a general summary under current law of the material U.S.

federal income tax considerations related to awards and certain

transactions under the 2024 Plan, based upon the current provisions of the Code and regulations promulgated thereunder.

deals with the general federal income tax principles that apply and is provided only for general information.

It does not describe all

federal tax consequences under the 2024 Plan, nor does it describe state, local, or foreign income tax consequences or federal employment

tax consequences.

The rules governing the tax treatment of such awards are quite technical, so the following discussion of tax consequences

is necessarily general in nature and is not complete.

In addition, statutory provisions are subject to change, as are their interpretations,

and their application may vary in individual circumstances.

This summary is not intended as tax advice to participants, who should consult

their own tax advisors.

2024 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee

Retirement Income Security Act of 1974, as amended.

The Company’s ability to realize the benefit of any tax deductions described

below depends on the Company’s generation of taxable income as well as the requirement of reasonableness and the satisfaction of

the Company’s tax reporting obligations.

Stock Options .

taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option.

If shares of Common Stock

issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of

grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess of the

option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained

will be a long-term capital loss, and (ii) neither the Company nor its subsidiaries will be entitled to any deduction for federal income

tax purposes;

provided that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option.

The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability

for the optionee.

the shares of Common Stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year

and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary

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price of the incentive stock option is paid by tendering shares of Common Stock.

If an incentive

stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a nonqualified

Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three

months following termination of employment (or one year in the case of termination of employment by reason of disability).

of termination of employment by reason of death, the three-month rule does not apply.

Nonqualified Options .

is generally realized by the optionee at the time a nonqualified option is granted.

Generally, (i) at exercise, ordinary income is realized

by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares of Common

Stock issued on the date of exercise, and the Company or its subsidiaries receive a tax deduction for the same amount, and (ii) at disposition,

appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on

how long the shares of Common Stock have been held.

Special rules will apply where all or a portion of the exercise price of the nonqualified

option is paid by tendering shares of Common Stock.

Upon exercise, the optionee will also be subject to Social Security taxes on the excess

of the fair market value of the shares of Common Stock over the exercise price of the option.

Stock Appreciation Rights,

Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards .

federal income tax consequences of other awards authorized under the 2024 Plan generally follow certain basic patterns:

(i) stock appreciation

rights are taxed and deductible in substantially the same manner as nonqualified options;

(ii) nontransferable restricted stock subject

to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value of the shares of Common

Stock over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of

the date of grant through a Section 83(b) election);

and (iii) restricted stock units, dividend equivalents, and other stock or cash based

awards are generally subject to tax at the time of payment.

The Company or its subsidiaries generally should be entitled to a federal

income tax deduction in an amount equal to the ordinary income recognized by the participant at the time the participant recognizes such

The participant’s

basis for the determination of gain or loss upon the subsequent disposition of shares of Common Stock acquired from a stock appreciation

right, restricted stock, restricted stock unit, or other stock-based award will be the amount paid for such shares plus any ordinary income

recognized when the shares were originally delivered, and the participant’s capital gain holding period for those shares will begin

on the day after they are transferred to the participant.

Parachute Payments .

of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause all or a

portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code.

Any such parachute payments may be non-deductible to either the Company or its subsidiaries, in whole or in part, and may subject the

recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Section 409A .

The foregoing description assumes that Section 409A of the Code does not

apply to an award under the 2024 Plan.

In general, stock options and stock appreciation rights are exempt from Section 409A if the exercise

price per share is at least equal to the fair market value per share of the underlying stock at the time the option or stock appreciation

right was granted.

Restricted stock awards are not generally subject to Section 409A.

Restricted stock units are subject to Section 409A

unless they are settled within two and one-half months after the end of the later of (1) the end of the Company’s fiscal year in

which vesting occurs or (2) the end of the calendar year in which vesting occurs.

If an award is subject to Section 409A and the provisions

for the exercise or settlement of that award do not comply with Section 409A, then the participant would be required to recognize ordinary

income whenever a portion of the award vested (regardless of whether it had been exercised or settled).

This amount would also be subject

to a 20% federal tax and premium interest in addition to the federal income tax at the participant’s usual marginal rate for ordinary

an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated

as a nonqualified option.

Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised

more than three months following termination of employment (or one year in the case of termination of employment by reason of disability).

In the case of termination of employment by reason of death, the three-month rule does not apply.

income is generally realized by the optionee at the time a nonqualified option is granted.

Generally, (i) at exercise, ordinary income

is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares

of Common Stock issued on the date of exercise, and the Company or its subsidiaries receive a tax deduction for the same amount, and

(ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain

or loss depending on how long the shares of Common Stock have been held.

Special rules will apply where all or a portion of the exercise

price of the nonqualified option is paid by tendering shares of Common Stock.

Upon exercise, the optionee will also be subject to Social

Security taxes on the excess of the fair market value of the shares of Common Stock over the exercise price of the option.

Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards .

current federal income tax consequences of other awards authorized under the 2024 Plan generally follow certain basic patterns:

appreciation rights are taxed and deductible in substantially the same manner as nonqualified options;

(ii) nontransferable restricted

stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value of the shares

of Common Stock over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition

as of the date of grant through a Section 83(b) election);

and (iii) restricted stock units, dividend equivalents, and other stock or

cash based awards are generally subject to tax at the time of payment.

The Company or its subsidiaries generally should be entitled to

a federal income tax deduction in an amount equal to the ordinary income recognized by the participant at the time the participant recognizes

participant’s basis for the determination of gain or loss upon the subsequent disposition of shares of Common Stock acquired from

a stock appreciation right, restricted stock, restricted stock unit, or other stock-based award will be the amount paid for such shares

plus any ordinary income recognized when the shares were originally delivered, and the participant’s capital gain holding period

for those shares will begin on the day after they are transferred to the participant.

vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause

all or a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined

Any such parachute payments may be non-deductible to either the Company or its subsidiaries, in whole or in part, and may

subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily

foregoing description assumes that Section 409A of the Code does not apply to an award under the 2024 Plan.

In general, stock options

and stock appreciation rights are exempt from Section 409A if the exercise price per share is at least equal to the fair market value

per share of the underlying stock at the time the option or stock appreciation right was granted.

Restricted stock awards are not generally

subject to Section 409A.

Restricted stock units are subject to Section 409A unless they are settled within two and one-half months after

the end of the later of (1) the end of the Company’s fiscal year in which vesting occurs or (2) the end of the calendar year in

which vesting occurs.

If an award is subject to Section 409A and the provisions for the exercise or settlement of that award do not comply

with Section 409A, then the participant would be required to recognize ordinary income whenever a portion of the award vested (regardless

of whether it had been exercised or settled).

This amount would also be subject to a 20% federal tax and premium interest in addition

to the federal income tax at the participant’s usual marginal rate for ordinary income.

Ownership of Certain Beneficial Owners and Management

following table provides information regarding the beneficial ownership of our common stock as of March 31, 2025, or the Evaluation Date,

(i) each of our current directors, (ii) each of our named executive officers as set forth in Item 11 of this Annual Report, (iii)

all such directors and executive officers as a group and (iv) our five percent or greater stockholders.

The table is based upon information

supplied by our officers, directors and principal stockholders and a review of Schedules 13D and 13G, if any, filed with the SEC.

otherwise indicated in the footnotes to the table and subject to community property laws where applicable, we believe that each of the

stockholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned.

percentages are based on 25,585,853 shares outstanding as of the Evaluation Date, adjusted as required by rules promulgated by the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power

with respect to those securities.

In addition, the rules include shares of our common stock issuable pursuant to the exercise of stock

options or warrants or settlement of shares issued for services that are either immediately exercisable or exercisable within 60 days

of the Evaluation Date.

These shares are deemed to be outstanding and beneficially owned by the person holding those securities for the

purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the

percentage ownership of any other person.

Unless otherwise noted, the business address of each of the following entities or individuals

following table provides information regarding the beneficial ownership of our common stock as of March 30, 2026, or the Evaluation

(i) each of our current directors, (ii) each of our named executive officers as set forth in Item 11 of this Annual

Report, (iii) all such directors and executive officers as a group and (iv) our five percent or greater stockholders.

based upon information supplied by our officers, directors and principal stockholders and a review of Schedules 13D and 13G, if any,

filed with the SEC.

Unless otherwise indicated in the footnotes to the table and subject to community property laws where

applicable, we believe that each of the stockholders named in the table has sole voting and investment power with respect to the

shares indicated as beneficially owned.

percentages are based on 1,944,279 shares outstanding as of the Evaluation Date, adjusted as required by rules promulgated by the

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or

investment power with respect to those securities.

In addition, the rules include shares of our common stock issuable pursuant to

the exercise of stock options or warrants or settlement of shares issued for services that are either immediately exercisable or

exercisable within 60 days of the Evaluation Date.

These shares are deemed to be outstanding and beneficially owned by the person

holding those securities for the purpose of computing the percentage ownership of that person, but they are not treated as

outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the business

address for each listed stockholder is c/o Glucotrack, Inc., 301 Rte.

17 North, Ste.

800, Rutherford, NJ 07070.

Name of Beneficial Owner

Named Executive Officers and Directors

Robert Fischell

3,121,871 (7)

All of our named executive officers and directors as a group (8 individuals)

3,356,234 (8)

Name of Beneficial

Executive Officers and Directors

Victoria Carr-Brendel

All of our executive officers

and directors as a group (6 individuals)

or Greater Stockholders

Ballantyne Rev Trust 08/01/2017

3,117,745 (9)

Indicates less than one

percent of the outstanding shares of the Company’s common stock.

Includes (i) 3,277 shares

of common stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, (ii) 2,896 warrants

currently exercisable, (iii) 2,500 shares earned under the IP Purchase Agreement and issuable within 60 days of the Evaluation Date

and (iv) 18,989 shares of common stock held directly by Mr.

Includes (i) 6,886 warrants

currently exercisable, (ii) 2,076 unissued shares earned in connection with Board service and issuable within 60 days of the Evaluation

Date and (iii) 141,540 shares of common stock held directly by Mr.

Includes (i) 2,078 warrants

currently exercisable, (ii) 1,896 unissued shares earned in connection with Board service and issuable within 60 days of the Evaluation

Date and (iii) 43,736 shares of common stock held directly by Ms.

Includes (i) 32 shares

of common stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, (ii) 1,498 unissued

shares earned in connection with Board service and issuable within 60 days of the Evaluation Date and (iii) 547 shares of common

stock held directly by Dr.

Includes 4,490 unissued

shares earned in connection with Board service and issuable within 60 days of the Evaluation Date.

Includes (i) 1,498 unissued

shares earned in connection with Board service and issuable within 60 days of the Evaluation Date and (ii) 424 shares of common stock

held directly by Mr.

Includes (i) 4,126 unissued

shares earned in connection with Board service and issuable within 60 days of the Evaluation Date, (ii) 2,743,591 shares owned by

Ballantyne Revocable Trust 08/01/2017, and (iii) 374,154 warrants currently exercisable and owned by John A.

Revocable Trust 08/01/2017.

Includes (i) an aggregate

of 3,309 shares of common stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, (ii)

386,014 warrants currently exercisable, (iii) 15,584 unissued shares earned in connection with Board service and issuable within

60 days of the Evaluation Date, (iv) 2,500 shares earned under the IP Purchase Agreement and issuable within 60 days of the Evaluation

Date and (v) 2,948,827 shares of common stock, held by all directors and executive officers as a group.

2,743,591 shares owned by the John A.

Ballantyne Revocable Trust 08/01/2017 and 374,154 warrants currently exercisable and

owned by John A.

Ballantyne Revocable Trust 08/01/2017.

The address of John A.

Ballantyne Rev Trust 08/01/2017 is 7410 Claire Drive

South, Fargo ND 58104.

Ballantyne has voting and investment control over the shares held by John A.

Ballantyne Rev Trust

Changes in Control

Management of the Company knows of no arrangements, including any pledge

by any person or securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.

less than one percent of the outstanding shares of the Company’s Common Stock.

(i) 28 shares of Common Stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, (ii) 35

warrants currently exercisable and (iii) 339 shares of Common Stock held directly by Mr.

(i) 3,380 shares of Common Stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, and

(ii) 4,058 shares of Common Stock held directly by Mr.

(i) 3,380 shares of Common Stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, and

(ii) 2,148 shares of Common Stock held directly by Ms.

(i) 3,380 shares of Common Stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, and

(ii) 434 shares of Common Stock held directly by Ms.

Carr-Brendel.

(i) 3,380 shares of Common Stock subject to options currently exercisable or exercisable within 60 days of the Evaluation Date, and

(ii) 4,692 shares of Common Stock held directly by Mr.

of the Company knows of no arrangements, including any pledge by any person or securities of the Company, the operation of which may

at a subsequent date result in a change in control of the registrant.

Certain Relationships and Related Transactions, and Director Independence

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(each, a “Related Person”) had or will have a direct or indirect material interest, other than the compensation arrangements

(including with respect to equity compensation) described in “ Executive Compensation ” beginning on page 50

and “ Director Compensation ” on page 51.

(including with respect to equity compensation) described in “ Executive Compensation ” beginning on page 48 and “ Director

Compensation ” on page 50.

intend to ensure that in accordance with the Audit Committee charter, that the Audit Committee shall conduct reasonable prior review

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Under IP Purchase Agreement

October 7, 2022, the Company entered into the IP Purchase Agreement with

Paul Goode, which is the Company’s Chief Executive Officer, pursuant to which Dr.

Goode sold, assigned, transferred, conveyed and

delivered to the Company the

Purchased Assets:

(a) the Conveyed Intellectual Property and (b) all the goodwill relating to the Purchased Assets.

October 7, 2022, the Company entered into the IP Purchase Agreement with Paul Goode, which is the Company’s Chief Executive Officer,

pursuant to which Dr.

Goode sold, assigned, transferred, conveyed and delivered to the Company the Purchased Assets:

(a) the Conveyed

Intellectual Property and (b) all the goodwill relating to the Purchased Assets.

consideration for the sale by Dr.

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the IP Purchase Agreement.

In addition, if upon the final issuance of Common Stock under the IP Purchase

Agreement, 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”) of Common Stock of the Company.

All shares of Common Stock to be issued under the IP Purchase Agreement shall be (i) restricted

over a limited period as defined in the IP Purchase Agreement and issued in transactions exempt from registration under Section 4(a)(2)

of the Securities Act of 1933, as amended and (ii) subject to the lockup provisions.

In addition, if upon the final issuance of Common Stock under the IP Purchase Agreement, the aggregate 167

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”) of Common Stock

of the Company.

All shares of Common Stock to be issued under the IP Purchase Agreement shall be (i) restricted over a limited period

as defined in the IP Purchase Agreement and issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act

of 1933, as amended and (ii) subject to the lockup provisions.

December 29, 2023, 17 shares of Common Stock were earned under the terms of the IP Purchase Agreement and were issued to Dr.

Goode on February 6, 2024.

February 6, 2024.

On May 1, 2024, 25 shares of Common Stock were earned under the terms of the IP Purchase Agreement.

On March 26, 2025, the Board determined that the third milestone was met and that an additional 2,500 shares of Common

Stock have been earned under the terms of the IP Purchase Agreement.

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.

Private Placement

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executive management, Board of Directors and existing shareholders.

June 27 Private Placement

27 Private Placement

June 27, 2024, the Company entered into note and warrant purchase agreements with certain officers, directors, and existing investors

7 unchanged sentences

to or in excess of $1,000 (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.

The Company could prepay the June 27 Notes at any time prior

to the June 27 Maturity Date without penalty.

June 27 Warrant has an exercise price of $5,490.00 per share.

1 unchanged sentence

18 Private Placement

July 18, 2024, the Company entered into a series of convertible promissory notes with the July

18 Investors, providing for the private placement of unsecured convertible promissory notes in the aggregate principal amount

July 18, 2024, the Company entered into a series of convertible promissory notes with the July 18 Investors, providing for the private

placement of unsecured convertible promissory notes in the aggregate principal amount of $360.

July 18 Notes bore simple interest at the rate of eight percent (8%) per annum and were due and payable in cash on the earlier of:

12 unchanged sentences

30 Private Placement

July 30, 2024, the Company entered into the July 30 Notes and the July

30 Warrants with the July 30 Holder, providing for the private placement of a secured convertible promissory note in the aggregate principal

amount of 4,000,000.

The July 30 Note was not convertible until and Stockholder Approval was obtained, which occurred on September

The July 30 Note bore simple interest at the rate of eight percent (8%) per annum and was due and payable in cash on the July

30 Maturity Date.

The July 30 Note was secured by a first-priority security interest on all Company assets.

July 30, 2024, the Company entered into the July 30 Notes and the July 30 Warrants with 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 was not convertible

until and Stockholder Approval was obtained, which occurred on September 26, 2024.

The July 30 Note bore simple interest at the rate

of eight percent (8%) per annum and was due and payable in cash on the July 30 Maturity Date.

The July 30 Note was secured by a first-priority

security interest on all Company assets.

with regard to conversion of the July 30 Note or a Sale Transaction as discussed below, the Company could not prepay the July 30 Notes

15 unchanged sentences

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 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 $2,250.00 per share.

The second July 30 Warrant

is for 76,191 shares at $52.50 per share.

The second July

30 Warrant is for 1,270 shares at $3,150.00 per share.

The third July 30 Warrant is for 988 shares at $4,050.00 per share.

Private Offering

In the Concurrent Private Offering,

the July 30 Holder, which is an existing investor controlled by a director of the Company, converted the July 30 Note Debt, equaling approximately $4,093,112 of debt, which represented the then outstanding principal and accrued interest

under the July 30 Note.

July 30 Note Debt was converted to Common Stock and Common Warrants on substantially the same terms as the November 2024 Offering, resulting

in the issuance of 132,036 shares of Common Stock, 132,036 accompanying Series A Common Warrants, and 132,036 accompanying Series B Common

Warrants, based on a conversion price of $31.0 per share, which is equal to the consolidated closing bid price of the Common Stock on

the Nasdaq Capital Market on November 12, 2024.

the Concurrent Private Offering, the July 30 Holder, which is an existing investor controlled by a director of the Company,

converted the July 30 Note Debt, equaling approximately $4,093 of debt, which represented the then outstanding principal and accrued

interest under the July 30 Note.

The July 30 Note Debt was converted to Common Stock and Common Warrants on substantially the same

terms as the November 2024 Offering, resulting in the issuance of 2,201 shares of Common Stock, 2,201 accompanying Series A Common

Warrants, and 2,201 accompanying Series B Common 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.

18 Note Conversion

11 unchanged sentences

and 163 Series B Common Warrants (the “July 18 Note Conversion”).

Warrant Exchange

On March 11, 2025, the Company

received exchange notices from the July 30 Holder and the holders of the July 18 Notes with respect to an aggregate of 54,021 Series B

Warrants (the “Exchanged Warrants”), requiring the delivery of 162,063 shares of Common Stock.

The Exchanged Warrants represent

all Series B Warrants held by the July 30 Holder and the holders of the July 18 Notes.

The Series B Warrants contained

an alternative cashless exercise feature, pursuant to which the holder of a Series B Warrant could exchange such Series B Warrant to acquire,

on a cashless basis, additional shares of Common Stock, pursuant to a formula set forth in the Series B Warrants that provided for the

acquisition of up to 300% of the number of shares that could otherwise be purchased under such Series B Warrant pursuant to a cash exercise

of such Series B Warrant.

Principal Accountant Fees and Services

Grant Thornton Israel has served as the independent registered public accounting firm for the Company for 2024 and 2023.

following table sets forth the fees billed to the Company by Fahn Kanne & Co.

Grant Thornton Israel for 2024 and 2023.

(in thousands)

On July 18, 2025, the Company, with the prior approval of the Audit Committee, dismissed Fahn Kanne & Co.

Grant Thornton Israel (“Grant

Thornton”) as the Company’s independent registered public accounting firm.

In connection with the dismissal of Grant Thornton,

with the prior approval of the Audit Committee, on July 18, 2025, the Company engaged CBIZ CPAs P.C.

(“CBIZ”) as the Company’s

independent registered public accounting firm for the fiscal year ending December 31, 2025.

following tables presents the aggregate fees billed by CBIZ and Grant Thornton for services performed during the fiscal years ended December

31, 2025 and 2024.

These fees are categorized as audit fees, audit-related fees, tax fees and all other fees.

The nature of the services

provided in each category is described following the tables.

Paid to Independent Registered Public Accounting Firm

following table provides information regarding the fees billed by CBIZ for the fiscal year ended December 31, 2025.

Audit Fees (1)

1 unchanged sentence

All Other Fees (4)

(1) Represents,

for each year, fees for services related to the Company’s annual financial statement audit and quarterly reviews.

Under its charter, the Company’s Audit Committee must review and

pre-approve both audit and permitted non-audit services provided by the Company’s independent registered public accounting firm

and shall not engage the independent registered public accounting firm to perform any non-audit services prohibited by law or regulation.

The independent registered public accounting firm’s retention to audit the Company’s financial statements, including the associated

fee, is subject to approval each year by the Audit Committee.

The Audit Committee does not regularly evaluate potential engagements of

the independent registered public accounting firm and approve or reject such potential engagements.

At each Audit Committee meeting, the

Audit Committee receives updates on the services actually provided by the independent registered public accounting firm, and management

may present additional services for pre-approval.

Paid to Prior Independent Registered Public Accounting Firm

following table provides information regarding the fees billed by the Company’s previous independent registered public accounting

firm, Grant Thornton, for the fiscal years ended December 31, 2025 and 2024.

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

Audit fees consist of fees billed for professional services rendered for the audit

of our year-end financial statements and services that are normally provided by our independent

registered public accounting firm in connection with statutory and regulatory filings.

(2) Audit-Related

Audit-related fees consist of fees billed for assurance and related services that

are reasonably related to performance of the audit or review of our year-end financial statements

and are not reported under “Audit Fees.” These services include attest services

that are not required by statute or regulation and consultation concerning financial accounting

and reporting standards.

Tax fees consist of fees billed for professional services relating to tax compliance,

tax planning and tax advice.

All other fees consist of fees billed for all other services.

Policy on Pre-Approval

of Audit and Permissible Non-Audit Services of Independent Auditors

its charter, the Company’s Audit Committee must review and pre-approve both audit and permitted non-audit services provided by

the Company’s independent registered public accounting firm and shall not engage the independent registered public accounting

firm to perform any non-audit services prohibited by law or regulation.

The independent registered public accounting firm’s

retention to audit the Company’s financial statements, including the associated fee, is subject to approval each year by the

Audit Committee.

The Audit Committee does not regularly evaluate potential engagements of the independent registered public

accounting firm and approve or reject such potential engagements.

At each Audit Committee meeting, the Audit Committee receives

updates on the services actually provided by the independent registered public accounting firm, and management may present

additional services for pre-approval.

The Audit Committee approved all of the fees paid to CBIZ and Grant Thornton during the years ended December 31, 2025 and 2024.

Exhibits and Financial Statement Schedules

1 unchanged sentence

All financial statements

Report of Independent Registered Public Accounting Firm*

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

Notes to Consolidated Financial Statements

Fahn Kanne & Co., PCAOB Firm ID No.

of Independent Registered Public Accounting Firm (PCAOB ID:199)

Report of Independent Registered Public Accounting Firm (PCAOB ID:1375)

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Years Ended December 31, 2025 and 2024

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024

Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

to Consolidated Financial Statements

Financial Statement Schedules

3 unchanged sentences

following documents are filed as exhibits to this registration statement:

Merger Agreement and Plan of Reorganization, dated as of May 25, 2010, by and among Integrity Applications, Inc., Integrity Acquisition Ltd.

Integrity Applications Ltd.

(incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Certificate of Incorporation of Integrity Applications, Inc.

(incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

of Incorporation of Integrity Applications, Inc.

(incorporated by reference to Exhibit 3.1 to the Registration Statement on Form

S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Certificate of Amendment to Certificate of Incorporation of Integrity Applications, Inc.

(incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

of Amendment to Certificate of Incorporation of Integrity Applications, Inc.

(incorporated by reference to Exhibit 3.2 to the Registration

Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Bylaws of Integrity Applications, Inc.

(incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

of Integrity Applications, Inc.

(incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed by Integrity

Applications, Inc.

on August 22, 2011)

Certificate of Amendment to Certificate of Incorporation of Integrity Applications, Inc.

(incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Integrity Applications, Inc.

of Amendment to Certificate of Incorporation of Integrity Applications, Inc.

(incorporated by reference to Exhibit 99.1 to the Current

Report on Form 8-K filed by Integrity Applications, Inc.

on April 23, 2020)

Amendments to The Company’s Certificate of Incorporation (incorporated by reference to Exhibit 3.5 to the Annual Report on Form 10-K filed by Glucotrack, Inc.

to The Company’s Certificate of Incorporation (incorporated by reference to Exhibit 3.5 to the Annual Report on Form 10-K filed

by Glucotrack, Inc.

on March 28, 2024)

First Amendment to Bylaws dated June 14, 2024 (incorporated by reference to Exhibit 3.01 to the Current Report on Form 8-K filed by Glucotrack, Inc.

Amendment to Bylaws dated June 14, 2024 (incorporated by reference to Exhibit 3.01 to the Current Report on Form 8-K filed by Glucotrack,

on June 20, 2024)

Certificate of Amendment to Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on May 17, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on May 20, 2024)

Certificate of Amendment of Certificate of Incorporation of Glucotrack, Inc., dated January 3, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

of Amendment to Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware

on May 17, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

of Amendment of Certificate of Incorporation of Glucotrack, Inc., dated January 3, 2025 (incorporated by reference to Exhibit 3.1

to the Current Report on Form 8-K filed by Glucotrack, Inc.

on January 7, 2025)

Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on February 3, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on February 3, 2025 (incorporated

by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on February 4, 2025)

Description of Registrant’s Securities

Specimen Certificate Evidencing Shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on June 13, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on June 16, 2025)

of Registrant’s Securities

Certificate Evidencing Shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1

filed by Integrity Applications, Inc.

on August 22, 2011)

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on July 1, 2024)

Form of Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Glucotrack, Inc.

of Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on July 31, 2024)

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Glucotrack, Inc.

of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Glucotrack, Inc.

of Series A Common Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Form of Series A Common Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

of Series B Common Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Form of Series B Common Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Glucotrack, Inc.

Form of Convertible Note, dated September 12, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on September 12, 2025)

Form of Amendment No.

1 to Convertible Promissory Note (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q filed by Glucotrack, Inc.

on November 13, 2025)

Integrity Applications, Inc.

2010 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Amendment No.

1 to Integrity Applications, Inc.

2010 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Integrity Applications, Inc.

on March 23, 2016)

Amendment No.

2 to Integrity Applications, Inc.

2010 Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Integrity Applications, Inc.

Form of Pre-Funded Warrant, issued December 31, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on December 31, 2025)

Form of Common Warrant, issued December 31, 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on December 31, 2025)

Form of Placement Agent Warrant, issued December 31, 2025 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on December 31, 2025)

2024 Equity Incentive Plan (incorporated by reference to Appendix A of Glucotrack, Inc.’s DEF 14A filed with the Commission

on April 1, 2024)

Form of Stock Option Agreement (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Form of Stock Option Agreement (ESOP) (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Amendment to Glucotrack, Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on May 23, 2025)

Agreement, dated October 19, 2021, by and between Integrity Applications, Inc.

Goode (incorporated by reference to Exhibit

10.1 to the Current Report on Form 8-K filed by Integrity Applications, Inc.

on October 25, 2021)

Agreement, dated January 29, 2025, by and between Glucotrack, Inc.

and Peter Wulff (incorporated by reference to Exhibit 10.1 to

the Current Report on Form 8-K filed by Glucotrack, Inc.

on January 29, 2025)

At-the-Market

Sales Agreement, dated December 17, 2024, by and between Glucotrack, Inc.

and Dawson James Securities, Inc.

(incorporated by reference

to Exhibit 1.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on December 17, 2024)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2025)

Form of Placement Agent Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2025)

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2025)

Purchase Agreement, dated September 11, 2025, by and between Glucotrack, Inc.

and Sixth Borough Capital Fund, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on September 11, 2025)

Registration Rights Agreement, dated September 11, 2025, by and between Glucotrack, Inc.

and Sixth Borough Capital Fund, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on September 11, 2025)

Form of Note Purchase Agreement, dated September 12, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on September 12, 2025)

Form of Securities Purchase Agreement, dated December 29, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on December 31, 2025)

Form of Registration Rights Agreement, dated December 29, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on December 31, 2025)

Form of Lock-Up Agreement, dated December 29, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on December 31, 2025)

Placement Agency Agreement, dated December 29, 2025, by and between the Company and Curvature Securities, LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on December 31, 2025)

Letter of Approval, addressed to Integrity Applications Ltd.

4 unchanged sentences

on November 10, 2011)

Consulting Agreement, dated October 11, 2023, by and between GlucoTrack, Inc.

Cardwell (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on October 12, 2024)

Form of Exchange Agreement, dated February 13, 2024, by and among GlucoTrack, Inc.

and certain holders thereof (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on February 16, 2024)

Employment Agreement, dated October 19, 2021, by and between Integrity Applications, Inc.

Goode (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Integrity Applications, Inc.

on October 25, 2021)

Employment Agreement, dated January 29, 2025, by and between Glucotrack, Inc.

and Peter Wulff (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on January 29, 2025)

Form of Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on July 1, 2024)

Form of Promissory Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on July 1, 2024)

Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on July 22, 2024)

Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on July 31, 2024)

Placement Agent Agreement, dated November 13, 2024, between the Company and Dawson James Securities, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Glucotrack, Inc.

2024 Equity Incentive Plan (incorporated by reference to Appendix A of Glucotrack, Inc.’s DEF 14A filed with the Commission on April 1, 2024)

Form of Lock-up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Securities Purchase Agreement, dated November 13, 2024, by and between the Company and John A.

Ballantyne Revocable Trust DTD 8/1/2017 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Form of Support Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 18, 2024)

At-the-Market Sales Agreement, dated December 17, 2024, by and between Glucotrack, Inc.

and Dawson James Securities, Inc.

(incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on December 17, 2024)

Insider Trading Policies and Procedures, adopted March 22, 2024 (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K filed by Glucotrack, Inc.

Separation Agreement and Release, dated March 27, 2026, by and between the Company and Peter C.

Trading Policies and Procedures, adopted March 22, 2024 (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K

filed by Glucotrack, Inc.

on March 28, 2024)

Subsidiaries of the Registrant

Consent of Fahn Kanne & Co., an Independent Public Accounting Firm

Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023 (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by Glucotrack, Inc.

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed by Glucotrack, Inc.

on March 31, 2025)

Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Consent of Independent Registered Public Accounting Firm (CBIZ CPAs P.C.)

Consent of Independent Registered Public Accounting Firm (Fahn Kanne & Co.

Grant Thornton Israel)

Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023 (incorporated by reference to Exhibit 97.1 to

the Annual Report on Form 10-K filed by Glucotrack, Inc.

on March 28, 2024)

Certification

of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer, pursuant to 18 U.S.C.

Certification

of Principal Financial Officer, pursuant to 18 U.S.C.

Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

Code of Ethics

Code of Ethics (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K filed by Glucotrack, Inc.

on March 31, 2025)

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded

13 unchanged sentences

TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Fahn Kanne & Co., PCAOB Firm ID No.

Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Hamasger Street

6721118, ISRAEL

Box 36172, 6136101

+972 3 7106666

+972 3 7106660

www.gtfk.co.il

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Years Ended December 31, 2025 and 2024

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024

Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

of Directors and the Stockholders of

on the financial statements

have audited the accompanying consolidated balance sheets of Glucotrack Inc.

a Delaware corporation (the “Company”) as

of December 31, 2024, and 2023, the related consolidated statements of operations and comprehensive loss, changes in

stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes

(collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and

the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with

accounting principles generally accepted in the United States of America .

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

discussed in Note 1B to the consolidated financial statements, the Company has incurred operating losses and negative cash flows from its

operations and comprehensive loss since its inception and as of December 31, 2024, there is an accumulated deficit of $132,450.

These conditions, along with other matters as set forth in Note 1B, raise substantial doubt about the Company’s ability to

continue as a going concern.

Management’s plans regarding these matters are also described in Note 1B.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

To the Stockholders and Board of Directors of Glucotrack, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Glucotrack, Inc.

(the “Company”) as of December 31, 2025, the related consolidated statements of operations

and comprehensive loss, stockholders’ (deficit) equity and cash flows for the year ended December 31, 2025, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows

for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1, the Company has a significant

working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor

Costa Mesa, California

March 30, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Board of Directors and the Stockholders of

GLUCOTRACK, INC.

Opinion on the financial statements

have audited, before the effects of the adjustments to retrospectively apply the Reverse stock split described in Note 1, the consolidated

balance sheet of Glucotrack Inc., a Delaware corporation (the “Company”) as of December 31, 2024, the related consolidated

statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year ended December 31,

2024 (the 2024 consolidated financial statements before the effects of the adjustments discussed in Note 1 are not presented herein),

and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements, which are before the effects of the adjustments to retrospectively apply the Reverse stock split described in Note

1, present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations

and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States

were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the Reverse stock split described

in Note 1, and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate

and have been properly applied.

Those adjustments were audited by CBIZ CPAs P.C.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1B to the consolidated financial statements,

the Company has incurred operating losses and negative cash flows from its operations and comprehensive loss since its inception and as

of December 31, 2024, there is an accumulated deficit of $132,450.

These conditions, along with other matters as set forth in Note 1B,

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans regarding these matters

are also described in Note 1B.

The consolidated financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Basis for opinion

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with

respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

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is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

1 unchanged sentence

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that

were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material

to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are

not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or

disclosures to which they relate.

The accounting and valuation of warrant derivative

As described further in Notes 4F, 4G and 4J to the

consolidated financial statements, the Series A warrants, and Series B warrants issued by the Company in November 2024, as part of a package

issuance (hereinafter – “the Warrants”), include certain features that management has determined to preclude such financial

instruments from being considered as indexed to the company’s own stock and accordingly, the Warrants are accounted for as warrant

derivative liability.

In evaluating whether the Warrants are deemed indexed to the company’s own equity, the management used the

assistance of a third-party accounting expert.

The Warrants were recognized upon initial recognition and on each reporting date at fair

value with changes in fair value reported in earnings.

As the Warrants are not traded on a public exchange, the Company is required to

estimate their fair value based on a valuation technique.

Upon initial recognition and at each reporting date,

management, with the assistance of a third-party appraiser, performs a fair value measurement using option pricing model with inputs that

include the exercise price, share prices risk-free interest rates, term to expiration and volatility.

Because certain inputs used to determine

the fair value of option contracts are unobservable (principally implied volatility) and require the management to use Judgments and assumptions,

the Company has categorized the warrant derivative liability as Level 3 fair value measure.

On December 31, 2024, the fair value of the Company’s warrant derivative liability was $17,421 thousands and, in the year, ended

December 31, 2024, the company recognized loss from changes in fair value in earnings in the amount of $798 thousands.

We identified the accounting and the valuation of the Warrants as a critical audit matter.

The principal considerations for our determination

that the accounting and the valuation of the Warrants is a critical audit matter are due to the high degree of auditor judgment, effort

and subjectivity in performing procedures and evaluating management’s accounting analysis and the estimates and assumptions.

the complexity of the accounting of financial instruments involved, the subjective nature and judgment applied by management, auditing

these accounting treatment and estimates required a high degree of auditor judgment and an increased extent of effort including the use

of specialists.

Our audit procedures related to the accounting

and the valuation of the warrant derivative liability included the following, among others.

We evaluated the appropriateness of the option

pricing model;

tested the completeness, accuracy and relevance of underlying data used in the model;

and evaluated the reasonableness

of significant assumptions used by management, including mainly implied volatility.

Our evaluation involved evaluating whether the assumptions

used by management were reasonable.

We utilized a valuation specialist and an accounting expert to assess the accounting analysis and

the appropriateness of the option pricing model used by the company and to assist us with testing the assumptions in the model.

described further in Note 1B to the consolidated financial statements, the Company has not yet generated significant revenues from

its previous product and the development and commercialization of its current product is expected to require substantial additional

expenditures.

Thus, it was determined by Company’s management that the Company is dependent upon external sources for

financing its operations.

As of December 31, 2024, the Company has incurred an accumulated deficit of $132,450.

Furthermore, the

Company has generated recurring operating losses and negative operating cash flow.

As of December 31, 2024, the remaining balance of

cash was determined by the Company’s management as insufficient for the Company to realize its business

plans for the twelve-month period subsequent to the reporting period.

Accordingly, the Company’s management has 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.

However, Company’s management has concluded

that such plans do not alleviate the substantial doubt regarding to the Company’s ability to continue as a going concern as it

was determined by management that there can be no assurance that the Company will succeed in obtaining the necessary financing or generating

sufficient revenues from sales of its current product in order to continue its operations as a going concern.

identified the assessment of the Company’s ability to continue as a going concern as a critical audit matter.

The principal considerations

for our determination are due to significant judgment required by management when assessing the Company’s ability to continue as

a going concern, taking into consideration management plans, the Company’s available funds, the ability of the Company to generate

revenues from sales of its current product and the risk of bias in management’s judgments and assumptions in their determination.

audit procedures related to this matter included the following, among others.

We reviewed and evaluated management’s plans for

dealing with the adverse effect of these conditions and events.

We inquired Company management and reviewed the company records to assess

whether there are additional factors that might contribute to the uncertainties disclosed.

We evaluated the reasonableness of significant

assumptions used by management in its determination.

We assessed whether the Company’s determination that there is substantial

doubt about its ability to continue as a going concern was adequately disclosed.

FAHN KANNE & CO.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ FAHN KANNE & CO.

GRANT THORNTON ISRAEL

Public Accountants (Isr.)

have served as the Company’s auditor since 2010.

Certified Public Accountants (Isr.)

We served as the Company’s auditor from 2010 to 2025.

Tel-Aviv, Israel

March 31, 2025

BALANCE SHEETS

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Cash and cash

equivalents (Note 2D)

current assets

Operating lease right-of-use asset, net (Note

Operating lease right-of-use asset, net

Property and equipment, net

Restricted cash (Note

Restricted cash

LIABILITIES AND STOCKHOLDERS’

3 unchanged sentences

Operating lease liability,

current (Note 6)

Promissory notes

Convertible promissory

notes (Note 4E)

current liabilities

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Derivative financial liabilities

(Note 4F, 4G and Note 4J)

Operating lease liability,

non-current (Note 6)

from stockholders (Note 3)

from stockholders

Total liabilities

Commitments and contingent liabilities (Note

Stockholders’ (Deficit) Equity (Note

Stockholders’ (Deficit) Equity

Common Stock of $ 0.001 par value (“Common

100,000,000 shares authorized as of December

31, 2024 and 2023;

791,609 and 208,914 shares issued and outstanding as of December 31, 2024 and 2023, respectively

shares authorized as of December 31, 2025 and 100,000,000 shares authorized as of December 31, 2024;

shares issued and outstanding as of December 31, 2025 and 2024, respectively

Common Stock of $0.001 par value (“Common

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stock and per stock amounts)

Operating expenses:

Research and development expenses

Marketing expenses

General and administrative

expenses (Note 10)

Total operating expenses

Operating loss

Loss from operations

Other income (expense):

Other (income) expense

Change in fair value of derivative liability

Loss on equity issuance

Loss on equity

Loss on settlement of liabilities

Finance expense (income), net (Note

Loss for the year

Finance expense,

Total other income

Other comprehensive loss:

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Comprehensive

loss for the year

Basic and diluted loss per

share (Note 2O)

Weighted average number

of Common Stock outstanding used in computing basic and diluted net loss per share

Basic and diluted loss per share

Weighted average number of Common Stock outstanding

used in computing basic and diluted net loss per share

accompanying notes are an integral part of the consolidated financial statements.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

thousands of US Dollars (except share data)

Comprehensive

thousands of US Dollars (except share data)

Stockholders’

(Deficit) Equity

Balance as of January 1, 2023

Loss for the year

Other comprehensive loss

Net proceeds received from underwritten U.S.

public offering

Deemed dividend resulted from trigger of down

round protection feature of certain warrants granted

Stock-based compensation

Issuance of restricted

shares as compensation to directors

Balance as of December

Comprehensive

as of December 31, 2023

$ ( 109,853 )

Loss for the year

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Balance as of December

(*) Less than 1.

$ ( 132,450 )

Loss for year

Loss for the year

Other comprehensive income

Stock-based compensation

Issuance of common stock upon the completion

of public offerings, net of offering expenses of $ 539

Stock split adjustment

Cashless exchange of warrants into common shares

Private placement – December 2025

Issuance of restricted shares as compensation

Issuance of restricted

shares as payment for achievement of milestones

Balance as of December

$ ( 151,838 )

accompanying notes are an integral part of the consolidated financial statements.

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loss for the year to net cash used in operating activities:

Loss on fixed asset disposal

Equity issuance costs

2 unchanged sentences

shares as compensation to directors

Amortization of original

issue discount related to promissory note

Shares issued to CEO for

achieving of IP Agreement milestones

Loss on settlement of liabilities

Loss on settlement

of liabilities

Loss on equity issuance

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derivative liability

Discount amortization and interest expenses related to promissory notes

Loss on Series A warrant

Discount amortization and

interest expenses related to promissory notes

Linkage difference on principal

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in assets and liabilities:

Decrease (increase) in other current

Decrease (increase) in

other current assets

Increase in accounts payable

5 unchanged sentences

Cash flows from financing

Issuance of promissory

notes and detachable warrants through private placement Transaction (Note 4E)

Net proceeds received from

underwritten U.S.

public offering (Note 4J)

public offering

Proceeds from promissory

note, net of original issue discount of $ 600

Series A warrant repurchase

Net proceeds from December

2025 private placement transaction

Issuance of promissory

notes and detachable warrants through private placement Transaction

Issuance of convertible

promissory notes - related parties (Note 4G)

promissory notes - related parties

Issuance of convertible

promissory notes and bifurcated conversion feature through

private placement transaction (Note 4F)

promissory notes and bifurcated conversion feature through private placement transaction

proceeds received from underwritten U.S.

public offering (Note 4C)

public offering

Net cash provided by financing

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(b) Non-cash investment and financing activities:

Deemed dividend upon

trigger of down round protection

Fair value of equity classified warrants issued in connection with December 2025 private placement

Recognition of right

for use asset against a lease liability (Note 6)

for use asset against a lease liability

Settlement of liabilities

with equity (Note 4H and 4I)

Derivative liability

Conversion of debt into

equity (Note 4F and 4G)

accompanying notes are an integral part of the consolidated financial statements.

TO CONSOLIDATED FINANCIAL STATEMENTS

Organization and Business

Company was incorporated on May 18, 2010 under the laws of the State of Delaware.

The Company is currently developing an implantable

CBGM, the Glucotrack CBGM, for persons with Type 1 diabetes and insulin-dependent Type 2 diabetes.

Glucotrack CBGM is being developed for use by Type 1 diabetes patients as

well as insulin-dependent Type 2 patients.

Implant longevity is key to the success of such

The Company has continued to evolve its sensor chemistry following the successful

in-vitro feasibility study demonstrating that a minimum two-year implant life is highly probable

with the current sensor design.

Recently 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.

We are a medical device company focused on the development

of an implantable continuous blood glucose monitor (“CBGM”) for persons with Type 1 diabetes and Type 2 diabetes using insulin

or at risk for hypoglycemia (the “Glucotrack CBGM”).

Company was founded with a mission to develop Glucotrack®, a non-invasive glucose monitoring device designed to help people with

diabetes and pre-diabetics obtain glucose level readings without the pain, inconvenience, cost and difficulty of conventional (invasive)

spot finger stick devices.

The first generation Glucotrack, which successfully received CE Mark approval, obtained glucose measurements

via a small sensor clipped onto one’s earlobe.

A limited release beta test in Europe and the Middle East demonstrated the need

for an updated product with improved accuracy and human factors.

As the glucose monitoring landscape has since rapidly moved away from

point-in-time measurement to continuous measurement, the Company determined in 2023 that it would focus its efforts on developing the

Glucotrack CBGM.

As such, the Company withdrew the CE Mark for Glucotrack and are no longer pursuing commercialization of this product

or development of any further iterations.

Company is currently developing the Glucotrack CBGM for use by Type 1 diabetes patients as well as Type 2 diabetes using insulin or at

risk for hypoglycemia.

Implant longevity is key to the success of such a device.

The Company has continued to evolve its sensor chemistry

following the successful in-vitro feasibility study demonstrating that a minimum two-year implant life is highly probable with the current

sensor design.

Subsequently 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 its technology, if successful, has the potential to be more accurate, more convenient and have a longer duration

than other implantable glucose monitors that are either in the market or currently under development.

to the above progress on the Glucotrack CBGM, the Company has also successfully demonstrated continuous glucose sensing in the epidural

This latter approach is of importance for patients with diabetes already contemplating spinal cord stimulation therapy for their

regulatory submission has been made for a first in human study outside of the United States.

This will be an acute study intended to

demonstrate device performance and safety.

All preparatory clinical activities and applicable regulatory approvals are complete.

the Company is also preparing for a long-term clinical trial outside the United States that is expected to begin in the second quarter

Company believes its technology, if successful, has the potential to be more accurate, more convenient and have a longer duration than

other implantable glucose monitors that are either in the market or currently under development.

and capital resources

date, the Company has not yet commercialized the Glucotrack CBGM Product.

Further development

and commercialization efforts are expected to require substantial additional expenditure.

The Company believes this approach may enable integrated chronic disease management with one system that provides dual benefits

of pain relief and glucose monitoring.

Company completed a first in human study in 2025.

This study was an acute study intended to demonstrate device performance and safety,

as well as safety of the implant and removal procedures.

The study used the planned commercial version of the implantable sensor connected

to an externalized prototype electronics device.

Patients were monitored in hospital for 4 days.

Results of the study were positive,

meeting the endpoints of no serious safety events while demonstrating similar performance and accuracy as observed in longer-term animal

Initial results were presented in poster form at the 2025 Advanced Technologies & Treatments for Diabetes annual meeting

and final results were presented in poster form at the 2025 American Diabetes Association annual conference.

Company initiated a long-term, multicenter feasibility study in Australia to evaluate the CBGM product performance and safety.

first phase of the clinical study provided early product learnings about how the complexity of certain health conditions may impact

study eligibility as well as identified certain product improvements.

Following a reassessment of the study in light of planned

product updates and anticipated protocol modifications, the Company determined that continuation of the study in its current

form was no longer practical and elected to close the study.

Consequently, the Company is expediting discussions with the U.S.

and Drug Administration (FDA) regarding our planned United States (“U.S.”) clinical trial program that we expect to launch

in the 2 nd half of 2026, subject to FDA approval of our Investigational Device Exemption (“IDE”) submission expected

to be filed in the second quarter of 2026.

Company initially obtained ISO13485 certification in 2024 and successfully passed the 2025 annual audit, both efforts without any

major nonconformities.

ISO 13485 is an internationally agreed-upon standard of quality system requirements for the design, production,

distribution, and sale of medical devices.

Certification of compliance to the standard is recognized and accepted by the FDA, the European

Medicines Agency (EMA), and many other regulatory authorities worldwide.

and Going Concern

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.

of December 31, 2024, the Company has incurred an accumulated deficit of $ 132,450 .

the Company has generated operating losses and negative cash flow from operations since inception.

As of December

31, 2025, the Company has incurred an accumulated deficit of $ 151,838 .

In addition, the Company has generated operating losses and negative

cash flow from operations since inception.

As of December 31, 2025, the balance of cash and cash equivalents amounted to $ 7,383 .

the year ended December 31, 2024, the Company raised approximately $ 15 million through public offerings and debt issuances which

were subsequently converted to equity.

In addition, subsequent to the balance sheet date, the Company raised $ 6.3 million through the

sale of shares of Common Stock.

See Note 4 and 14.

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 Product in order to continue its operations as a going concern.

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.

During the year ended December 31, 2025, the Company raised $ 14,209 through the sale of shares of Common Stock, par value $ 0.001 per

share and $ 3,000 from the issuance of a promissory note.

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.

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.

consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Reverse Stock Splits and Increase in Authorized Common Stock

2025 1-for-20 Reverse Stock Split

Company filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation which became effective

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”).

February 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 January 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).

2025 1-for-60 Reverse Stock Split

Company filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation which became effective

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.

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 annual

consolidated financial statements.

Any fractional shares resulting from the Reverse Stock Splits were rounded up to the nearest whole

Reclassifications

Certain reclassifications have been made to the 2024

financial statements to conform to the 2025 presentation.

Specifically, prior-year marketing expenses, as presented in the Consolidated

Statements of Operations and Comprehensive Loss, have been reclassified and combined within general and administrative expenses in the

current-year presentation.

This reclassification had no effect on net earnings.

Summary of Significant Accounting Policies

consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America

of estimates in the preparation of financial statements

of Presentation

accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“GAAP”).

preparation of the consolidated financial statements in conformity with US 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

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, share based compensation and the determination of the fair value of derivative

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, share based compensation and the determination of the fair value of derivative

functional currency of the Company is the US dollar, which is the currency of the primary economic environment in which it operates.

In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), balances denominated in or linked to foreign currency

are stated on the basis of the exchange rates prevailing at the applicable balance sheet date.

For foreign currency transactions

included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used.

Gains or losses

arising from changes in the exchange rates used in the translation of such transactions are carried as financing income or expenses.

The functional currency of the Israeli subsidiary is the New Israeli Shekel (“NIS”) and its financial statements are

included in consolidation, based on translation into US dollars.

Accordingly, assets and liabilities were translated from NIS to

US dollars using year-end exchange rates, and expense items were translated at average exchange rates during the year.

Gains or losses

resulting from translation adjustments are reflected in stockholders’ equity, under “accumulated other comprehensive

SCHEDULE OF OFFICIAL EXCHANGE RATE

Official exchange rate of NIS

1 to US dollar

Increase (Decrease) of the official exchange

rate of NIS 1 to US dollar during the year:

In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), balances denominated in or linked to foreign currency are

stated on the basis of the exchange rates prevailing at the applicable balance sheet date.

For foreign currency transactions included

in the statement of operations, the exchange rates applicable on the relevant transaction dates are used.

Gains or losses arising from

changes in the exchange rates used in the translation of such transactions are carried as financing income or expenses.

The functional

currency of the Israeli subsidiary is the New Israeli Shekel (“NIS”) and its financial statements are included in consolidation,

based on translation into US dollars.

Accordingly, assets and liabilities were translated from NIS to US dollars using year-end exchange

rates, and expense items were translated at average exchange rates during the year.

Gains or losses resulting from translation adjustments

are reflected in stockholders’ equity, under “Accumulated other comprehensive income.”

of Consolidation

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and Cash Equivalents and Restricted Cash

Company considers all short-term investments, which are highly liquid investments with original

maturities of three months or less at the date of purchase, to be cash equivalents.

cash is invested in certificates of deposit, which are used to secure Integrity Israel’s obligations in respect of its credit

presentation of statement of cash flows purposes, restricted cash balances are included with cash and cash equivalents, when reconciling

the reported period total amounts.

Company’s cash is held with financial institutions in the United States and Israel.

Management believes that the financial

institutions that hold the Company’s cash are financially sound and, accordingly, minimal credit risk exists with respect to

these investments.

Account balances held in the Unites States may, at times, exceed the Federal Deposit Insurance Corporation (FDIC)

insurance limit.

As of December 31, 2024 and 2023, the Company had $ 4,968 and $ 3,942 , respectively, in excess of the FDIC insurance

SCHEDULE OF RESTRICT CASH BALANCES ARE INCLUDED WITH CASH AND CASH EQUIVALENTS

thousands of US dollars

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents,

and restricted cash shown in the statement of cash flows

Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at

the date of purchase, to be cash equivalents.

As of December 31, 2025, the Company holds no restricted cash.

and Equipment, Net

and equipment are stated at cost, net of accumulated depreciation.

Depreciation is calculated using the straight-line method over

the estimated useful lives of the assets.

When an asset is retired or otherwise disposed of, the related carrying value and accumulated

depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected

in the statements of operations and comprehensive loss.

of depreciation:

SCHEDULE OF PROPERTY AND EQUIPMENT, RATES OF DEPRECIATION

Computers and equipment

Furniture and office equipment

Depreciation is calculated using the straight-line method over the

estimated useful lives of the assets.

When an asset is retired or otherwise disposed of, the related carrying value and accumulated depreciation

are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the statements

of operations and comprehensive loss.

of Long-Lived Assets

Group’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment”,

Company’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment”,

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability

of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows

expected to be generated by the asset.

If such asset is considered to be impaired, the impairment to be recognized is measured by

the amount by which the carrying amount of the asset exceeds its fair value.

To date the Group did not incur any material impairment

losses related to long lived assets.

of equity-classified contracts

modification or exchange of equity-classified contracts, such as warrants that were classified as equity before the modification or

exchange and remained eligible for equity classification after the modification, was accounted for in a similar manner to a

modification of stock-based compensation.

Accordingly, the incremental fair value from the modification or exchange (the change in

the fair value of the instrument before and after the modification or exchange), due to the characteristics of the modification, was recognized as a reduction of retained earnings (or an increase of

accumulated deficit) as a deemed dividend.

Modifications or exchanges that result in a decrease in the fair value of an

equity-classified share-based payment awards are not recognized.

In addition, the amount of the deemed dividend is also recognized

as an adjustment to earnings available to common shareholders for purposes of calculating earnings per share.

Recoverability of assets

to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to

be generated by the asset.

If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which

the carrying amount of the asset exceeds its fair value.

To date, the Company did not incur any material impairment losses related to

long-lived assets.

Software development costs

Software development costs are expensed to research

and development.

Our products include embedded software which is essential to the products’ functionality.

Costs including charges

for consulting services and costs for Company personnel associated with programming, coding, and testing such software are expensed as

Promissory Notes

initial recognition of convertible promissory notes and similar instruments, the Company considers the provisions of ASC 815-40,

“Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”) in order to determine whether

the conversion features embedded within the convertible instrument should be separated from the host instrument.

it is determined that an embedded derivative required to be bifurcated (such as embedded

conversion feature that does not qualify for equity classification), the Company recognizes

the embedded derivative bifurcated as a separate derivative liability upon initial recognition

and on subsequent periods at fair value.

The remaining consideration amount received or allocated

to the entire convertible instrument is allocated to the host debt instrument.

The difference

between the face value of the host and the allocated amount represents a discount which is

amortized as finance expense to profit or loss using the effective interest method over the

term of the note until its stated maturity.

it is determined that the embedded conversion feature qualifies for equity classification (such when the embedded conversion option,

if it were freestanding, is not qualified as a derivative in accordance with the provisions of ASC 815-10, “Derivatives and

Hedging” since its terms did not require or permit net settlement or when the embedded conversion option is indexed to the

entity’s own stock), the conversion option is not bifurcated.

When bifurcation is not required, the Company considers whether

the debt instrument involves a significant premium (i.e.

when the proceeds received or allocated upon issuance exceed the principal

amount that will be paid at maturity).

When it is determined that a substantial premium exists, the entire premium is allocated to

paid-in capital and when it is determined, otherwise no additional accounting is required and the convertible promissory note is

accounted for at amortized cost using the effective interest method over the term of the note until its stated maturity.

issuance of convertible promissory notes and similar instruments, the Company evaluates the embedded conversion features under ASC 470 and ASC 815

to determine whether they must be bifurcated from the host debt instrument.

the embedded conversion feature does not qualify for equity classification, it is bifurcated and recorded as a separate derivative liability

at fair value upon initial recognition and remeasured at fair value in subsequent periods.

The remaining proceeds are allocated to the

host debt instrument, and any resulting discount is amortized to interest expense using the effective interest method over the term of

the embedded conversion feature qualifies for equity classification, it is not bifurcated.

The Company then assesses whether the instrument

was issued at a significant premium.

If a substantial premium exists, it is recorded in additional paid-in capital.

Otherwise, no separate

accounting is required, and the note is accounted for at amortized cost using the effective interest method through maturity.

of Proceeds and Related Issuance Costs

multiple instruments are issued in a single transaction (package issuance), the total gross

proceeds from the transaction are allocated among the individual freestanding instruments

multiple instruments are issued in a single transaction (package issuance), the total gross proceeds from the transaction are allocated

among the individual freestanding instruments identified.

The allocation occurs after identifying all freestanding instruments and the

subsequent measurement basis for those instruments.

instruments that are required to be subsequently measured at fair value (such as derivative liabilities) are measured at fair value

and the remaining consideration is allocated to other financial instruments that are not required to be subsequently measured at

fair value (such as liabilities measured at amortized cost, common shares and warrants eligible for equity classification), based

on the relative fair value basis for such instruments.

instruments that are required to be subsequently measured at fair value (such as derivative liabilities) are measured at fair value and

the remaining consideration is allocated to other financial instruments that are not required to be subsequently measured at fair value

(such as liabilities measured at amortized cost, common shares and warrants eligible for equity classification), based on the relative

fair value basis for such instruments.

costs allocated to financial instruments that are required to be subsequently measured at fair value are immediately expensed.

Issuance costs allocated to shares and warrants classified as equity components and are recorded as a reduction of additional

paid-in capital.

Issuance costs allocated to financial liabilities measured at amortized cost are recorded as a discount and

accreted over the contractual term of the financial instrument using the effective interest method.

costs allocated to shares and warrants classified as equity components and are recorded as a reduction of additional paid-in capital.

Issuance costs allocated to financial liabilities measured at amortized cost are recorded as a discount and accreted over the contractual

term of the financial instrument using the effective interest method.

classified warrants

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 Ordinary

Shares 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

Direct issuance expenses that were allocated to such warrants were deducted from additional paid-in capital.

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

classified as derivative liabilities

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.

Company applies ASC Topic 842, “Leases” (“ASC 842”) under which the

Company determines if an arrangement is a lease at inception.

are classified as either finance leases or operating leases.

A lease is classified as a finance lease if any one of the following

criteria are met:

(i) the lease transfers ownership of the asset by the end of the lease term, (ii) the lease contains an option

to purchase the asset that is reasonably certain to be exercised, (iii) the lease term is for a major part of the remaining useful

life of the asset, (iv) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset,

or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end

of lease term.

A lease is classified as an operating lease if it does not meet any one of these criteria.

Since all the Company’s

lease contracts for premises do not meet any of the criteria above, the Company concluded that all its lease contracts should be

classified as operating leases.

of Use (“ROU”) assets and liabilities are recognized on the commencement date based on the present value of remaining

lease payments over the lease term.

For this purpose, the Company considers only payments that are fixed and determinable at the

time of commencement.

As most of the Company’s leases do not provide an implicit rate, the Company uses its Incremental Borrowing

Rate (“IBR”) based on the information available on the commencement date in determining the present value of lease payments.

The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments

and in economic environments where the leased asset is located.

The ROU asset also includes any lease payments made prior to commencement

and is recorded net of any lease incentives received.

Moreover, the ROU asset may also include initial direct costs, which are incremental

costs of a lease that would not have been incurred if the lease had not been obtained.

The Company uses the long-lived assets impairment

guidance in ASC 360-10, “Property, Plant, and Equipment - Overall”, to determine whether a ROU asset is impaired, and

if so, the amount of the impairment loss to recognize.

Certain leases include options to extend or terminate the lease.

to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain

that the Company will exercise that option.

An option to terminate is considered unless it is reasonably certain that the Company

will not exercise the option.

Company accounts for income taxes in accordance with ASC 740, “Income Taxes”.

Accordingly, deferred income taxes are

determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial

accounting and the tax bases of assets and liabilities under the applicable tax law.

Deferred tax balances are computed using the

enacted tax rates expected to be in effect when these differences reverse.

Valuation allowances in respect of deferred tax assets

are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial

statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements.

According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold.

The Company’s accounting

policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not

recognize such items in its fiscal 2024 and 2023 financial statements and did not recognize any liability with respect to unrecognized

tax position in its balance sheet.

initial recognition of Series A Warrants (the “Series A Warrants”) and Series B Warrants (the “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.

Value of Financial Instruments

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.

In measuring fair value, the Company applies the fair value hierarchy established by ASC 820, “Fair Value Measurement,” which

prioritizes the inputs used in valuation techniques as follows:

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

2 – Observable prices that are based on inputs not quoted on active markets but corroborated

by market data.

3 – Unobservable inputs are used when little or no market data is available.

3 inputs are considered as the lowest priority under the fair value hierarchy.

Company did not estimate the fair value of the loans received from stockholders since their repayment schedule has not yet been determined.

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.

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 fiscal year ended December 31, 2025 and 2024, respectively.

Value of Significant Unobservable Inputs (Level 3)

Schedule of Derivative Liabilities Measured At Fair Value

Balance – November 14, 2024 – Warrant issuance date

Fair value adjustments – Derivative financial liability

Balance – December 31, 2024

Fair value adjustments – Derivative financial

Cashless exchange of warrants into Common Stock

Series A Warrant repurchase

Loss on Series A Warrant repurchase

Balance – December 31, 2025

Company recognizes deferred tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and

the amounts at which they are carried in the financial statements based upon the enacted tax rates in effect for the year in which the

differences are expected to reverse.

A valuation allowance is established to reduce deferred tax assets to the amount expected to be

As of December 31, 2025 and 2024, the Company had

no unrecognized tax benefits and no positions which, in the opinion of management, would be reversed if challenged by a taxing authority.

In the event the Company is assessed interest or penalties, such amounts will be classified as income tax expense in the financial statements.

and Development Expenses

2 unchanged sentences

Royalty-bearing

grants from the Israeli Innovation Authority (IIA) to fund approved research and development projects are recognized at the time

Integrity Israel is entitled to such grants, on the basis of the costs incurred and reduce research and development costs.

the cumulative research and development grants received by Integrity Israel from IIA amounted to $ 93 .

What changed 10-K

Item 9A. Controls and Procedures