Glucotrack, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that as of the end of the period covered by this Annual Report, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Controls Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management including our Chief Executive Officer and our Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based principally on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission as of the end of the period covered by this Annual Report. 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. This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting because the attestation report requirement has been removed for “smaller reporting companies” under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. 43 The 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. 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. Management’s Remediation Measures During 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. The Company will continue to review and improve its internal controls over financial reporting to address the underlying causes of the material weaknesses and control deficiencies. Such material weaknesses and control deficiencies will not be remediated until the Company’s remediation plan has been fully implemented, and it has concluded that its internal controls are operating effectively for a sufficient period of time. Changes in Internal Control over Financial Reporting Except 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 reporting. Item 9B. Other Information (a) None . (b) 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 44 PART III Item 10. Directors, Executive Officers and Corporate Governance Information Regarding Directors and Executive Officers The following table sets forth information regarding our executive officers and non-employee directors. Name Age Position Paul V. Goode 58 Chief Executive Officer, President, and Director Peter C. Wulff 66 Chief Financial Officer Luis Malave 64 Director Erin Carter 56 Director Andrew K. Balo 78 Director Victoria Carr-Brendel 61 Director Paul V. Goode, PhD – Chief Executive Officer, President and Director Dr. 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. Dr. 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. Dr. Goode received his BS, MS and PhD degrees from North Carolina State University. Dr. Goode’s extensive experience in the medical device space qualifies him to serve on our Board of Directors. Peter C. Wulff – Chief Financial Officer, Treasurer and Corporate Secretary Mr. Wulff has served as the Company’s Chief Financial Officer since January 2025. Mr. 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. Mr. 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. Mr. Wulff earned his MBA in Finance and his bachelor’s degree in Economics and Germanic Languages from Indiana University. Luis Malavé – Director Mr. 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. Mr. 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 CO. 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. 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 Officer. He also held various senior positions at Medtronic and MiniMed, overseeing product development of various diabetes management devices. Mr. 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. Mr. Malavé’s extensive experience in the medical device space and public company experience qualify him to serve on our Board of Directors. 45 Erin Carter – Director Ms. Carter has served as a director of the Company since August 25, 2023, and is the Chair of its Audit Committee. Ms. Carter brings 30 years of executive level finance experience in the medical device industry. Ms. Carter (since November 2025) currently serves as the SVP of Corporate Development and Strategic Finance for Masimo Corporation. 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. Ms. 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. Ms. Carter’s extensive executive finance experience, including leadership roles in the medical device space, makes her qualified to serve on our Board of Directors. Andrew K. Balo – Director Mr. Balo has served as a director of the Company since June 2024. Mr. Balo joined DexCom International, Ltd. as part of the original executive team in 2002 and played a critical role in shaping the company’s future. During his tenure, he was responsible for numerous glucose monitoring regulatory submissions and clinical trials worldwide and coordinated quality activities across multiple manufacturing facilities. From February 2022 until his retirement on March 24, 2024, Mr. Balo served as Executive Vice President of Clinical, Global Access, and Medical Affairs. Prior to joining Dexcom, Mr. Balo held several leadership positions at St. Jude Medical, including Corporate Vice President of Regulatory, Clinical, and Quality, and also served in executive roles at Baxter, Pacesetter and Endocardial Solutions. Mr. Balo’s extensive leadership experience in clinical and regulatory affairs makes him qualified to serve on the Board of Directors. Victoria Carr-Brendel – Director Dr. Carr-Brendel has served as a member of the board of directors of Vicarious Surgical Inc. (NYSE: RBOT) since January 2023 and is a member of both the audit and compensation committee. Dr. 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. Dr. 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. 46 Compliance with Section 16(a) of the Exchange Act Section 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. Based 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 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 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 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 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); 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); Forms 4 for 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; 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 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 7, 2025); 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. Code of Ethics and Business Conduct In 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 Code. 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. 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. Procedures for Stockholders to Recommend Director Nominees There have been no material changes to the procedures by which security holders may recommend nominees to our Board. 47 Audit Committee Information The Company’s Board has a standing Audit Committee. 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. Carter is an “audit committee financial expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K. Insider Trading Policy The 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. Item 11. Executive Compensation The 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. We 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. These reporting obligations extend only to “named executive officers.” Individuals we refer to as our “named executive officers” include (i) all individuals serving as our Chief Executive Officer during the fiscal year ended December 31, 2025 and (ii) our two most highly compensated executive officers, as defined in Exchange Act Rule 3b-7, other than our Chief Executive Officer, who were serving as executive officers at the end of the fiscal year ended December 31, 2025, whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2025. This 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” were Paul V. Goode, the Company’s Chief Executive Officer and Peter C. Wulff, the Company’s Chief Financial Officer. Mr. Wulff was appointed Chief Financial Officer of the Company in January 2025. In 2024, the Company’s “named executive officer” was Paul V. Goode, the Company’s Chief Executive Officer. No other executive officer of the Company received total compensation during the fiscal year ended December 31, 2025 and 2024 in excess of $100,000, and thus disclosure is not required for any other person. Summary Compensation Table The following table sets forth total compensation paid to our named executive officers for the years ended December 31, 2025, and 2024. Name and Position Year Salary ($)(1) Bonus ($)(2) Stock Awards ($) Option Awards ($) (3) Non-Equity Incentive Plan Compensation ($) Non-qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Paul V Goode 2025 350,000 44,100 — — — — — 394,100 Chief Executive Officer 2024 350,000 — — 2,096 — — — 352,096 Peter C. Wulff 2025 300,000 — — — 200,000 (4) — — 500,000 Chief Financial Officer (5) (1) Amounts reflect salary earned during the respective fiscal years. (2) Represents bonus paid to Mr. Goode during fiscal 2025 for milestones met in fiscal 2024. (3) Amounts 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. (4) Represents compensation paid to Mr. Wulff in fiscal 2025 for financing milestones met in the current year, pursuant to Mr. Wulff’s employment agreement. (5) 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. 48 Narrative to the Summary Compensation Table Annual Base Salary We 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. Annual Bonus For 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. Equity Compensation We 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. Executive Compensation Arrangements Employment Agreements Set forth below is a summary of the material terms of the employment agreements of our current named executive officers. Paul V. Goode On 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. In 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 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. Upon 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 Agreement; (C) all accrued but unused vacation time; and (D) reimbursement of all reasonable expenses. The 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. Peter C. Wulff 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”). Mr. 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. Wulff 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 Agreement; 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 employer. On March 27, 2026, the Company entered into a Separation Agreement and Release (the “Separation Agreement”) with Peter C. Wulff. Mr. Wulff tendered his resignation on March 27, 2026, and his employment with the Company will end effective March 31, 2026. Pursuant 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. Mr. Wulff is also required to assist with the orderly transition of his duties during the severance period. In 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. The Separation Agreement includes customary confidentiality, non-disparagement, non-solicitation, cooperation, and return-of-property provisions. 49 Outstanding Equity Awards as of December 31, 2025 The following table sets forth for the Company’s named executive officer certain information regarding unexercised options as of December 31, 2025: Number of Securities Underlying Unexercised Options Number of Securities Underlying Unexercised Options Option Exercise Option Expiration Name (#) Exercisable (#) Unexercisable Price Date Paul V. Goode 55 28 $ 2,940.00 6/14/2034 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. 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. 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 compensation earned in the fiscal year ended December 31, 2025 by each of our non-employee directors: Name Fees Earned in Cash Stock Awards ($)(1) Options Awards ($)(2) All Other Compensation ($) Total Luis Malave (3) $ 87,000 $ 18,000 $ 29,000 $ — $ 134,000 Erin Carter (4) $ 70,000 $ 15,000 $ 29,000 $ — $ 114,000 Andrew Balo (5) $ 35,000 $ 50,000 $ 29,000 $ — $ 149,000 Victoria Carr-Brendel (6) $ 42,583 $ 3,250 $ 29,000 $ — $ 74,833 Allen Danzig (7) $ — $ — $ — $ — $ — Dr. Robert Fischell (7) $ — $ — $ — $ — $ — John Ballantyne (7) $ — $ — $ — $ — $ — (1) Amounts 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. (2) Amounts 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. (3) Mr. 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. (4) Ms. 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. (5) Mr. 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. (6) Ms. 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. (7) Mr. Danzig, Dr. 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. 50 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Securities Authorized for Issuance under Share-Based Compensation Plans Equity Compensation Plan Information The 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 16,499 $ 57.75 97,544 Equity compensation plans not approved by shareholders - - - 2024 Equity Incentive Plan The 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 2024. 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. In 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. 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. 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 The 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. 51 Eligibility Persons eligible to participate in the 2024 Plan will be employees, directors, and consultants of the Company and its subsidiaries as selected from time to time by the plan administrator in its discretion, including prospective officers, employees, non-employee directors and consultants. Any awards granted to such a prospect before the individual’s start date may not become vested or exercisable, and no shares may be issued to such individual, before the date the individual first commences performance of services with the Company. As of the date of this Annual Report, approximately 15 individuals are eligible to participate in the 2024 Plan. Administration The 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. Share Reserve Up to 125,000 shares of our Common Stock may be issued under the 2024 Plan. Following stockholder approval of the 2024 Plan, no new awards will be made under the 2010 Plan. As of December 31, 2025, 97,544 shares remained available for issuance under the 2024 Plan. Shares issuable under the 2024 Plan may be authorized, but unissued, or reacquired shares of Common Stock. Shares underlying any awards under the 2024 Plan that are forfeited, cancelled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back to the 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 The 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. Types of Awards The 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 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. 52 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 . The plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of Common Stock or cash, equal to the value of the appreciation in the Company’s stock price over the exercise price, as set by the plan administrator. The term of each stock appreciation right will be set by the plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each stock appreciation right may be exercised, including the ability to accelerate the vesting of such stock appreciation rights. Restricted Stock . A 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. 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. The 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. 53 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. Repricing The 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 Participants in the 2024 Plan are responsible for the payment of any federal, state, or local taxes that the Company or its subsidiaries are required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The plan administrator may cause any tax withholding obligation of the Company or its subsidiaries to be satisfied, in whole or in part, by the applicable entity withholding from the shares of Common Stock to be issued pursuant to an award a number of shares with an aggregate fair market value that would satisfy the withholding amount due. The plan administrator may also require any tax withholding obligation of the Company or its subsidiaries to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares issued pursuant to any award are immediately sold and proceeds from such sale are remitted to the Company or its subsidiaries in an amount that would satisfy the withholding amount due. Equitable Adjustments In 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 issuance or with respect to which awards may be granted under the 2024 Plan will be adjusted to reflect such event, and the plan administrator will make such adjustments as it deems appropriate and equitable in the number, kind, and exercise price of shares of Common Stock covered by outstanding awards made under the 2024 Plan. Change in Control In 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: (i) the continuation of any award, if the Company is the surviving corporation; (ii) the assumption of any award by the surviving corporation or its parent or subsidiary; (iii) the substitution by the surviving corporation or its parent or subsidiary of equivalent awards; (iv) accelerated vesting of the award, with all performance objectives and other vesting criteria deemed achieved at targeted levels, and a limited period during which to exercise the award prior to closing of the change in control, or (v) settlement of any award for the change in control price (less, to the extent applicable, the per share exercise price). Unless determined otherwise by the plan administrator, in the event that the successor corporation refuses to assume or substitute for the award, a participant shall fully vest in and have the right to exercise the award as to all shares of Common Stock, including those that would not otherwise be vested or exercisable, all applicable restrictions will lapse, and all performance objectives and other vesting criteria will be deemed achieved at targeted levels. Transferability of Awards Unless determined otherwise by the plan administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, except to a participant’s estate or legal representative, and may be exercised, during the lifetime of the participant, only by the participant. If the plan administrator makes an award transferable, such award will contain such additional terms and conditions as the plan administrator deems appropriate. 54 Term The 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. Amendment and Termination Our Board may amend or terminate the 2024 Plan at any time. Any such termination will not affect outstanding awards. No amendment or termination of the 2024 Plan will materially impair the rights of any participant, unless mutually agreed otherwise between the participant and the Company. Approval of the stockholders shall be required for any amendment, where required by applicable law, as well as (i) to increase the number of shares available for issuance under the 2024 Plan and (ii) to change the persons or class of persons eligible to receive awards under the 2024 Plan. Recoupment Policy All 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. Form S-8 During 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. 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. 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. The 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. Incentive Stock Options . No 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. 55 If 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 income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of Common Stock at exercise (or, if less, the amount realized on a sale of such shares of Common Stock) over the option exercise price thereof, and (ii) the Company or its subsidiaries will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise 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 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. Nonqualified Options . No 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. Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards . The current 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 income. 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 . The 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 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). 56 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 income. Security Ownership of Certain Beneficial Owners and Management The following table provides information regarding the beneficial ownership of our common stock as of March 30, 2026, or the Evaluation Date, by: (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. 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. Applicable percentages are based on 1,944,279 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 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 Number of Shares Beneficially Owned Percent of Common Stock Named Executive Officers and Directors Paul V. Goode 402 (1) * Peter C. Wulff - * Luis Malavé 7,438 (2) * Erin Carter 5,528 (3) * Victoria Carr-Brendel 3,814 (4) * Andrew K. Balo 8,072 (5) * All of our executive officers and directors as a group (6 individuals) 25,254 1.30 % 5% or Greater Stockholders None * Indicates less than one percent of the outstanding shares of the Company’s Common Stock. (1) Includes (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. Goode. (2) Includes (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. Malavé. (3) Includes (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. Carter. (4) Includes (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. (5) Includes (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. Balo. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence Other than as listed below, during 2025 and 2024, we were not a participant in any transaction or series of transactions in which the amount involved did exceed or may exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for 2025 and 2024 in which any directors, director nominees, executive officers, greater than 5% beneficial owners and their respective immediate family members (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 48 and “ Director Compensation ” on page 50. We intend to ensure that in accordance with the Audit Committee charter, that the Audit Committee shall conduct reasonable prior review and oversight of all related party transaction for potential conflicts of interest, except for transactions involving the compensation of executive officers or directors, which shall be overseen by the compensation committee. 57 Issuance Under IP Purchase Agreement On 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. In consideration for the sale by Dr. Goode of the Purchased Assets to the Company, the Company paid to Dr. Goode cash in the amount of one dollar and became obligated to issue up to 167 shares of Common Stock based upon specified performance milestones as set forth in the IP Purchase Agreement. 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. On 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. 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 42 shares of Common Stock have been earned under the terms of the IP Purchase Agreement. April Private Placement On April 22, 2024, the Company entered into a private placement agreement under which the Company issued 3,969 shares of its Common Stock at a price of $126.00 per share for aggregate gross proceeds of $500. The Offering included participation of certain members of the Company’s executive management, Board of Directors and existing shareholders. June 27 Private Placement On June 27, 2024, the Company entered into note and warrant purchase agreements with certain officers, directors, and existing investors (the “June 27 Investors”), providing for the private placement of unsecured promissory notes in the aggregate principal amount of $100 (the “June 27 Notes”) and warrants (the “June 27 Warrants”) to purchase up to an aggregate of 250 shares of Common Stock. The closing of the private placement occurred on June 27, 2024. The June 27 Notes bore simple interest at the rate of three percent (3%) per annum and were due and payable in cash on the earlier of: (a) twelve (12) months from the date of the June 27 Note; or (b) the date the Company raised third-party equity capital in an amount equal to or in excess of $1,000 (the “June 27 Maturity Date”). The Company could prepay the June 27 Notes at any time prior to the June 27 Maturity Date without penalty. Each June 27 Warrant has an exercise price of $5,490.00 per share. The June 27 Warrants are immediately exercisable and have a five-year term. July 18 Private Placement On 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. The 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: (a) the twelve (12) month anniversary of the July 18 Note, or (b) the date of closing of a Qualified Financing (defined below) (the “July 18 Maturity Date”). 58 Except with regard to conversion of the July 18 Notes as discussed below, the Company could not prepay the July 18 Notes without the written consent of the holder. If not sooner repaid, all outstanding principal and accrued but unpaid interest on the July 18 Notes (the “Note Balance”), as of the close of business on the day immediately preceding the date of the closing of the next issuance and sale of capital stock of the Company, in a single transaction or series of related transactions, to investors resulting in gross proceeds to the Company of at least $500 (excluding indebtedness converted in such financing) (a “Qualified Financing”), would automatically be converted into that number of shares of equity securities of the Company sold in the Qualified Financing equal to the number of shares calculated by dividing (X) the Note Balance by (Y) an amount equal to the price per share or other unit of equity securities issued in such Qualified Financing, and otherwise on the same terms as the security issued in the Qualified Financing, provided that the conversion price per share shall not be lower than $1,872.00 (the “Floor Price”). July 30 Private Placement On 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. Except 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 without the written consent of the July 30 Holder. The July 30 Note (i) was convertible at the discretion of the July 30 Holder at a price equal to the closing price of the Common Stock on the date of conversion and, (ii) if the closing price of the Common Stock exceeds $6,000.00 per share for a period of five (5) consecutive trading days, would automatically convert at a price equal to the five-day (5) VWAP (subject to adjustment for any stock split, stock dividend, reverse stock split, combination or similar transaction). “VWAP” means the daily volume weighted average price of the Common Stock. In the event of a Sale Transaction on or prior to the Maturity Date, the Company would repay the July 30 Holder, at the July 30 Holder’s election, as follows: (a) cash equal to 200% of the Note balance, or (b) transaction consideration in the amount to be received by the July 30 Holder in such Sale Transaction if the July 30 Note was converted pursuant to an optional conversion. “Sale Transaction” means a merger or consolidation of the Company with or into any other entity, or a sale of all or substantially all of the assets of the Company, or any other transaction or series of related transactions in which the Company’s stockholders immediately prior to such transaction(s) receive cash, securities or other property in exchange for their shares and, immediately after such transaction(s), own less than 50% of the equity securities of the surviving corporation or its parent. Each July 30 Warrant becomes exercisable 12 months after its issuance and has term of 10 years. The July 30 Warrants are exercisable for cash only and have no price-based antidilution. The first July 30 Warrant is for 1,778 shares at $2,250.00 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. Concurrent 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 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. 59 July 18 Note Conversion In addition, concurrently with the November 2024 Offering, the Company converted on substantially the same terms as the November Offering, the three outstanding July 18 Notes, with an aggregate outstanding principal and accrued interest in the amount of $304. As previously disclosed in the Form 8-K filed by the Company with the SEC on July 22, 2024, that disclosed the entry into the July 18 Notes, the July 18 Notes were to automatically convert upon a Qualified Financing, into a number of equity securities of the Company sold in the Qualified Financing, equal to a number of shares calculated by dividing (X) the Note Balance by (Y) an amount equal to the price per share or other unit of equity securities issued in such Qualified Financing, and otherwise on the same terms as the security issued in the Qualified Financing, provided that the conversion price per share shall not be lower than the Floor Price. The three outstanding July 18 Notes automatically converted in connection with the closing of the November 2024 Offering at a conversion price of $1,872.00, which is equal to the Floor Price as defined in the July 18 Notes, for an aggregate of 163 shares of Common Stock, 163 Series A Common Warrants, 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. Item 14. Principal Accountant Fees and Services 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. The 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. Fees Paid to Independent Registered Public Accounting Firm The following table provides information regarding the fees billed by CBIZ for the fiscal year ended December 31, 2025. 2025 Audit Fees (1) $ 146,550 Audit-Related Fees (2) - Tax Fees (3) All Other Fees (4) $ 8,007 Fees Paid to Prior Independent Registered Public Accounting Firm The 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. 2025 2024 Audit Fees (1) $ 127,000 113,152 Audit-Related Fees (2) 64,000 71,000 Tax Fees (3) 11,630 - All Other Fees (4) $ 9,928 - (1) Audit Fees. 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 Fees . 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. (3) Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. (4) All Other Fees . 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 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. The Audit Committee approved all of the fees paid to CBIZ and Grant Thornton during the years ended December 31, 2025 and 2024. 60 PART IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as part of this Annual Report (1) All financial statements Report of Independent Registered Public Accounting Firm (PCAOB ID:199) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID:1375) F-3 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 (2) Financial Statement Schedules All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto contained in this Annual Report. (3) Exhibits required by Item 601 of Regulation S-K The following documents are filed as exhibits to this registration statement: Exhibit Number Description of Exhibit 3.1 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. on August 22, 2011) 3.2 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. on August 22, 2011) 3.3 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. on August 22, 2011) 3.4 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. on April 23, 2020) 3.5 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. on March 28, 2024) 3.6 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. on June 20, 2024) 3.7 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) 3.8 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. on January 7, 2025) 3.9 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. on February 4, 2025) 3.10 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) 4.1* Description of Registrant’s Securities 4.2 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. on August 22, 2011) 4.3 Form 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) 4.4 Form 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) 4.5 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Glucotrack, Inc. on November 14, 2024) 4.6 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. on November 14, 2024) 4.7 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. on November 14, 2024) 4.8 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) 4.9 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) 4.10 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) 4.11 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) 4.12 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) 61 10.1+ 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) 10.2+ 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) 10.3+ Employment Agreement, dated October 19, 2021, by and between Integrity Applications, Inc. and Paul V. 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) 10.4+ 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) 10.5 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) 10.6 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) 10.7 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) 10.8 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) 10.9 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) 10.10 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) 10.11 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) 10.12† 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) 10.13 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) 10.14 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) 10.15 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) 10.16 Letter of Approval, addressed to Integrity Applications Ltd. from the Ministry of Industry, Trade and Employment of the State of Israel (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc. on November 10, 2011) 10.17 Letter of Undertaking, addressed to the Ministry of Industry, Trade and Employment of the State of Israel - Office of the Chief Scientist from Integrity Applications Ltd. (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc. on November 10, 2011) 10.18* Separation Agreement and Release, dated March 27, 2026, by and between the Company and Peter C. Wulff 19.1 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. on March 28, 2024) 21.1 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) 23.1* Consent of Independent Registered Public Accounting Firm (CBIZ CPAs P.C.) 23.2* Consent of Independent Registered Public Accounting Firm (Fahn Kanne & Co. Grant Thornton Israel) 97.1 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. on March 28, 2024) 31.1* Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* 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 32.2* 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 99.1 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) 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) + Denotes a management contract or compensatory plan or arrangement. * Filed or furnished herewith † Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. Item 16. Form 10-K Summary None. 62 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Contents Report of Independent Registered Public Accounting Firm (PCAOB ID: 199 ) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID: 1375 ) F-3 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 operations. 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. 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. 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 that: (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 since 2025. Costa Mesa, California March 30, 2026 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and the Stockholders of GLUCOTRACK, INC. Opinion on the financial statements We 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 of America. We 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 These 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 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. 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 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 Certified Public Accountants (Isr.) We served as the Company’s auditor from 2010 to 2025. Tel-Aviv, Israel March 31, 2025 F- 3 GLUCOTRACK INC. CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 In thousands of US dollars (except stock data) December 31, 2025 December 31, 2024 Current Assets Cash and cash equivalents $ 7,383 $ 5,617 Other current assets 284 151 Total current assets 7,667 5,768 Operating lease right-of-use asset, net 33 59 Property and equipment, net 138 95 Restricted cash - 10 TOTAL ASSETS $ 7,838 $ 5,932 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current Liabilities Accounts payable $ 1,317 $ 992 Operating lease liability, current 28 26 Promissory notes 3,182 - Convertible promissory notes - 5 Other current liabilities 246 252 Total current liabilities 4,773 1,275 Non-Current Liabilities Derivative financial liabilities 1 17,421 Operating lease liability, non-current 5 33 Loans from stockholders 231 203 Total liabilities 5,010 18,932 Commitments and contingent liabilities (Note 5) - - Stockholders’ (Deficit) Equity Common Stock of $ 0.001 par value (“Common Stock”): 250,000,000 shares authorized as of December 31, 2025 and 100,000,000 shares authorized as of December 31, 2024; 910,688 and 13,409 shares issued and outstanding as of December 31, 2025 and 2024, respectively 1 1 Common Stock of $0.001 par value (“Common Stock”): 100,000,000 shares authorized as of December 31, 2025 and 2024; 910,688 and 13,409 shares issued and outstanding as of December 31, 2025 and 2024, respectively 1 1 Additional paid-in capital 151,080 119,229 Receipts on account of shares 3,544 228 Accumulated other comprehensive income 41 ( 8 ) Accumulated deficit ( 151,838 ) ( 132,450 ) Total stockholders’ (deficit) equity 2,828 ( 13,000 ) TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY $ 7,838 $ 5,932 The accompanying notes are an integral part of these consolidated financial statements. F- 4 GLUCOTRACK INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 2025 2024 In thousands of US dollars (except stock and per stock amounts) 2025 2024 Operating expenses: Research and development expenses $ 9,813 $ 9,499 General and administrative expenses 6,277 5,048 Total operating expenses 16,090 14,547 Loss from operations 16,090 14,547 Other income (expense): Other (income) expense ( 26 ) ( 14 ) Change in fair value of derivative liability 3,267 798 Loss on equity issuance - 1,925 Loss on settlement of liabilities - 4,758 Finance expense, net 57 583 Total other income 3,298 8,050 Net loss 19,388 22,597 Other comprehensive loss: Foreign currency translation adjustment ( 49 ) ( 24 ) Comprehensive loss $ 19,339 $ 22,573 Basic and diluted loss per share $ 31.22 $ 4,106 Weighted average number of Common Stock outstanding used in computing basic and diluted net loss per share 621,094 5,503 The accompanying notes are an integral part of the consolidated financial statements. F- 5 GLUCOTRACK INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY Numbers of Shares Amount Paid-in Capital account of shares Comprehensive Income Accumulated Deficit (Deficit) Equity In thousands of US Dollars (except share data) Common Stock Additional Receipts on Accumulated Other Total Stockholders’ Numbers of Shares Amount Paid-in Capital account of shares Comprehensive Income Accumulated Deficit (Deficit) Equity Balance as of December 31, 2023 3,693 $ - $ 112,986 $ 48 $ 16 $ ( 109,853 ) $ 3,197 Loss for the year - - - - - ( 22,597 ) ( 22,597 ) Other comprehensive loss - - - - ( 24 ) - ( 24 ) Stock-based compensation - - 173 - - - 173 Issuance of restricted shares as compensation to directors 73 - (*) 126 ( 48 ) - - 78 Restricted shares to be issued as compensation towards directors - - - 228 - - 228 Issuance of restricted shares as payment for achievement of milestone pursuant to purchase agreement (Note 5B) 42 - (*) 192 - - - 192 Issuance of Common Stock upon private placement transaction (Note 4C) 67 - (*) 500 - - - 500 Exercise of prefunded warrants into shares 330 - (*) - - - - - Issuance of Ordinary Shares upon completion of public offering, net of offering expenses 2,032 - (*) - - - - - Issuance of detachable warrants through private placement transactions 3,965 - (*) - - - - - Exchange of warrants into shares 599 - (*) - - - - Issuance of shares and warrants as settlement of financial liabilities 2,608 - (*) 2,618 - - - 2,618 Issuance of detachable warrants through private placement transactions - - 2,635 - - - 2,635 Balance as of December 31, 2024 13,409 $ - (*) $ 119,230 $ 228 $ ( 8 ) $ ( 132,450 ) $ ( 13,000 ) Loss for year - - - - - ( 19,388 ) ( 19,388 ) Loss for the year - - - - - ( 19,388 ) ( 19,388 ) Other comprehensive income - - - - 49 - 49 Stock-based compensation - - 211 - - - 211 Issuance of common stock upon the completion of public offerings, net of offering expenses of $ 539 665,052 1 10,664 - - - 10,665 Stock split adjustment 58,886 - - - - - - Cashless exchange of warrants into common shares 162,063 - (*) 20,625 - - 20,625 Private placement – December 2025 - - - 3,544 - - 3,544 Issuance of restricted shares as compensation to directors 11,236 - (*) 350 ( 228 ) - - 122 Issuance of restricted shares as payment for achievement of milestones 42 - (*) - - - - - Balance as of December 31, 2025 910,688 $ 1 $ 151,080 $ 3,544 $ 41 $ ( 151,838 ) $ 2,828 (*) Less than 1. The accompanying notes are an integral part of the consolidated financial statements. F- 6 GLUCOTRACK INC. CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 Cash flows from operating activities: Loss for the year $ ( 19,388 ) $ ( 22,597 ) Adjustments to reconcile loss for the year to net cash used in operating activities: Depreciation 42 36 Loss on fixed asset disposal 16 - Equity issuance costs - 1,217 Stock-based compensation 211 173 Issuance of restricted shares as compensation to directors 122 306 Amortization of original issue discount related to promissory note 182 - Shares issued to CEO for achieving of IP Agreement milestones - 192 Loss on settlement of liabilities - 4,758 Loss on equity issuance - 1,925 Change in fair value of derivative liability 3,267 798 Loss on Series A warrant repurchase 99 - Discount amortization and interest expenses related to promissory notes - 628 Linkage difference on principal of loans from stockholders - 7 Changes in assets and liabilities: Decrease (increase) in other current assets ( 133 ) 225 Increase in accounts payable 325 263 Increase (decrease) in other current liabilities 17 ( 421 ) Net cash used in operating activities ( 15,240 ) ( 12,490 ) Cash flows from investment activities: Purchase of property and equipment ( 96 ) ( 104 ) Net cash used in investment activities ( 96 ) ( 104 ) Cash flows from financing activities Net proceeds received from underwritten U.S. public offering 10,665 8,783 Proceeds from promissory note, net of original issue discount of $ 600 3,000 - Series A warrant repurchase ( 166 ) - Net proceeds from December 2025 private placement transaction 3,544 Issuance of promissory notes and detachable warrants through private placement Transaction - 100 Issuance of convertible promissory notes - related parties - 4,000 Issuance of convertible promissory notes and bifurcated conversion feature through private placement transaction - 360 Net proceeds received from underwritten U.S. public offering - 500 Net cash provided by financing activities 17,043 13,743 Effect of exchange rate changes on cash and cash equivalents 49 ( 24 ) Change in cash, cash equivalents, and restricted cash 1,756 1,125 Cash, cash equivalents, and restricted cash at beginning of the year 5,627 4,502 Cash, cash equivalents, and restricted cash at end of the year $ 7,383 $ 5,627 Supplemental disclosure of cash flow activities: (a) Net cash (received) paid during the year for: Interest $ ( 52 ) $ ( 62 ) (b) Non-cash investment and financing activities: Fair value of equity classified warrants issued in connection with December 2025 private placement $ 8,090 $ - Recognition of right for use asset against a lease liability $ - $ 79 Settlement of liabilities with equity $ - $ 1,743 Derivative liability $ - $ 35 Conversion of debt into equity $ - $ 2,284 The accompanying notes are an integral part of the consolidated financial statements. F- 7 GLUCOTRACK INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Business The Company The Company was incorporated on May 18, 2010 under the laws of the State of Delaware. 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”). The 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. The 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. Further to the above progress on the Glucotrack CBGM, the Company has also successfully demonstrated continuous glucose sensing in the epidural space. This latter approach is of importance for patients with diabetes already contemplating spinal cord stimulation therapy for their condition. The Company believes this approach may enable integrated chronic disease management with one system that provides dual benefits of pain relief and glucose monitoring. The 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 studies. 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. F- 8 The Company initiated a long-term, multicenter feasibility study in Australia to evaluate the CBGM product performance and safety. The 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. Food 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. The 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. Liquidity and Going Concern To date, the Company has not yet commercialized the Glucotrack CBGM. Further development and commercialization efforts are expected to require substantial additional expenditure. Therefore, the Company is dependent upon external sources for financing its operations. As of 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 . 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. Management has considered the significance of such conditions in relation to the Company’s ability to meet its current obligations and to achieve its business targets and determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 2025 Reverse Stock Splits and Increase in Authorized Common Stock February 2025 1-for-20 Reverse Stock Split The Company filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation which became effective at 4:30 p.m. on February 3, 2025, to implement a reverse stock split at a ratio of 1-for-20 (the “February 2025 Reverse Stock Split”) of the shares of its Common Stock. The February 2025 Reverse Stock Split was approved by the Company’s stockholders at the special meeting of stockholders held on January 3, 2025 (the “Special Meeting”). On 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). See Note 3B. F- 9 June 2025 1-for-60 Reverse Stock Split The Company filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation which became effective at 4:30 p.m. on June 13, 2025, to implement a reverse stock split at a ratio of 1-for-60 (the “June 2025 Reverse Stock Split”) of the shares of its Common Stock. The June 2025 Reverse Stock Split was approved by the Company’s stockholders at the 2025 annual meeting of the stockholders on May 22, 2025. All shares, options and warrants to purchase shares of Common Stock and loss per share amounts have been adjusted to give retroactive effect to the February and June 2025 reverse share splits, (the “Reverse Stock Splits”) for all periods presented in these annual consolidated financial statements. Any fractional shares resulting from the Reverse Stock Splits were rounded up to the nearest whole share. 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. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The 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 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 liabilities. Functional Currency The 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 income.” Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany balances and transactions have been eliminated in consolidation. F- 10 Cash and Cash Equivalents and Restricted Cash The 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. Property and Equipment, Net Property 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. Impairment of Long-Lived Assets The 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 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 incurred. Convertible Promissory Notes Upon 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. If 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 note. If 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. Allocation of Proceeds and Related Issuance Costs When 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. Financial 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. Issuance 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. F- 11 Warrants Equity classified warrants Certain warrants that were determined to be freestanding financial instruments that are legally detachable and separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of Common Stock upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own shares, were classified as equity instruments. As such warrants were issued together with financial instruments that are not subsequently measured at fair value, the warrants were measured based on allocation of the proceeds received by the Company in accordance with the relative fair value basis. Direct issuance expenses that were allocated to such warrants were deducted from additional paid-in capital. Warrants classified as derivative liabilities Upon initial recognition of Series A Warrants (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. Fair Value of Financial Instruments ASC Topic 825-10, “Financial Instruments” defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and other current liabilities balances, to approximate their fair values due to the short-term maturities of such financial instruments. 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: ● Level 1 – Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. ● Level 2 – Observable prices that are based on inputs not quoted on active markets but corroborated by market data. ● Level 3 – Unobservable inputs are used when little or no market data is available. Level 3 inputs are considered as the lowest priority under the fair value hierarchy. The Company did not estimate the fair value of the loans received from stockholders since their repayment schedule has not yet been determined. The Company used Level 3 inputs for the valuation methodology of the derivative liabilities. The derivative liabilities are adjusted to reflect estimated fair value at each period end, with any decrease or increase in the estimated fair value being recorded in other income or expense accordingly. F- 12 The following table provides a reconciliation of the beginning and ending balances of the Series A Warrants and Series B Warrants classified as derivative liabilities for the fiscal year ended December 31, 2025 and 2024, respectively. Fair Value of Significant Unobservable Inputs (Level 3) Schedule of Derivative Liabilities Measured At Fair Value Warrant Liability Balance – November 14, 2024 – Warrant issuance date $ 16,626 Fair value adjustments – Derivative financial liability 795 Balance – December 31, 2024 17,421 Fair value adjustments – Derivative financial liability 3,267 Cashless exchange of warrants into Common Stock ( 20,620 ) Series A Warrant repurchase ( 166 ) Loss on Series A Warrant repurchase 99 Balance – December 31, 2025 $ 1 Income Tax The 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 realized. 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. Research and Development Expenses Research and development expenses are charged to operations and comprehensive loss, as incurred. Royalty-Bearing Grants 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. To date, the cumulative research and development grants received by Integrity Israel from IIA amounted to $93. Basic and Diluted Loss Per Share Basic net loss per share of Common Stock is computed as net loss divided by the weighted average number of common shares outstanding for the period. The Company’s diluted net loss per common share is the same as our basic net loss per common share because it incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options and warrants would have an anti-dilutive effect. As of December 31, 2025 and 2024, stock options, shares issuable upon the conversion of warrants and shares issuable upon the conversion of pre-funded warrants of 3,248,391 and 21,568 , respectively, have been excluded from the computation of diluted shares outstanding. Schedule of Anti Dilutive Securities 2025 2024 December 31, 2025 2024 Common stock options 16,499 279 Shares issuable upon the conversion of warrants 2,198,301 21,289 Share issuable upon the conversion of pre-funded warrants 1,033,591 - Total 3,248,391 21,568 Stock-Based Compensation The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718. Share-based payments including grants of stock options are recognized in the consolidated statement of operations and comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments to non-employees are accounted for in accordance with ASC 718. F- 13 Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or (“CODM”). The Company has identified its Chief Executive Officer, Paul V. Goode, as the CODM who is responsible for making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. The Company’s long-lived assets consist primarily of property and equipment, net, which are all held in the United States. ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has only one reportable segment, the Glucotrack CBGM Product Segment, as all their research and development activities are related the development of the Glucotrack CBGM Product. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and restricted cash. Cash and cash equivalents and restricted cash are deposited with a major bank in the United States. Management believes that such financial institutions are financially sound, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recent Accounting Pronouncements In November 2024, the Financial Accounting Standards Board, or (“FASB”) issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on its financial statements and related disclosures. The adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The Company adopted this ASU on a prospective basis effective January 1, 2025. Refer to Note 10. Income Taxes for the inclusion of new disclosures required. 3. Loans from Stockholders During the years 2003-2004, Integrity Israel received loans from stockholders (four separate lenders) in a total amount of approximately $ 400 . However, following the repayment of the entire balance to certain lender in 2015, the remaining balance as of December 31, 2025 is approximately $ 231 . The loans are indexed to the Israeli consumer price index from their origination date and bear no interest. F- 14 The Company will be required to pay the loans, in quarterly installments, commencing on the first quarter following the first fiscal year in which the Company reports net profit in its annual report. At such time, the Company will be required to make quarterly payments equal to 10 % of its total sales for each quarter until the loans have been repaid in full. Notwithstanding the repayment mechanism, the Company will not be required to repay the loans during any period in which such payment would cause a deficit in the Company’s working capital. As of December 31, 2025, the Company does not expect to make any material repayments during the following 12-month period, if any, and accordingly the entire remaining balance of the loans from stockholders have been presented as non-current liability. 4. Significant Transactions A - Equity Issuances Current Year ATM Sales Agreement On December 17, 2024, the Company entered into an ATM sales agreement (the “Sales Agreement”) with Dawson James Securities, Inc. (“Dawson James”), pursuant to which the Company agreed to issue and sell shares of Common Stock, having an aggregate offering price of up to $ 8,230 , from time to time, through an “at-the-market” equity offering program (the “ATM Program”) under which Dawson James will act as sales agent (the “Agent”). On March 21, 2025, the Company sold 206,300 shares of Common Stock at an average offering price of $ 18.24 per share pursuant to the Sales Agreement for net proceeds of $ 3,593 , after deducting fees owed to the Agent from such sale. During the three months ended June 30, 2025, the Company sold 414,784 shares of Common Stock at an average offering price of $ 10.74 per share pursuant to the Sales Agreement for net proceeds of $ 4,320 , after deducting fees owed to the Agent from such sale. As of December 31, 2025, there was no remaining capacity available under the ATM Program. Registered Direct Offering On February 4, 2025, the Company entered into a securities purchase agreement with certain institutional investors, relating to the registered direct offering and sale of an aggregate of 43,968 shares of Common Stock at an offering price of $ 69.00 per share for gross proceeds of $ 3,034 . The net proceeds to the Company from the offering were approximately $ 2,752 , after deducting fees owed to the placement agent and other offering expenses. The February 2025 offering closed on February 5, 2025. Dawson James acted as the placement agent for the offerings pursuant to a placement agency agreement, dated February 4, 2025, by and between the Company and Dawson James. Private Placement December 2025 On December 29, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Armistice Capital Master Fund Ltd. (also referred to herein as the “Investor”) for a private placement of securities (the “Private Placement”). The closing of the Private Placement occurred on December 31, 2025 (the “Closing”). At the Closing, the Company issued (i) 1,033,591 pre-funded warrants to purchase 1,033,591 shares of Common Stock (the “Pre-Funded Warrants”), and (ii) 2,067,182 warrants to purchase shares of Common Stock ( the “Common Warrants”). Each Pre-Funded Warrant was sold with two Common Warrants at a combined purchase price of $ 3.869 , which is equal to the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Common Stock on December 29, 2025 (the “Minimum Price”), minus the exercise price of the Pre-Funded Warrant of $ 0.001 per share. F- 15 Pre-Funded Warrants The exercise price of the Pre-Funded Warrants is $ 0.001 per share. The Pre-Funded Warrants are exercisable at any time after their original issuance, and will not expire until exercised in full. The Pre-Funded Warrants provide that the Investor will not have the right to exercise any portion of its Pre-Funded Warrants if such exercise would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Investor (together with its affiliates) to exceed 9.99 % of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of the Company’s securities beneficially owned by the Investor (together with its affiliates) to exceed 9.99 % of the combined voting power of all of the Company’s securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants (the “Pre-Funded Warrant Beneficial Ownership Limitation”). Common Warrants The Common Warrants have an exercise price per share of Common Stock equal to $ 3.87 per share (which is equal to the Minimum Price). The Common Warrants are not exercisable, and the underlying Common Stock is not issuable until the Company obtains stockholder approval for such exercise and issuance under applicable rules and regulations of Nasdaq (such approval, “Stockholder Approval” and the date on which Stockholder Approval is received and deemed effective, the “Stockholder Approval Date”). The Common Warrants will expire on the five year anniversary of the Stockholder Approval Date. The exercise price and the number of shares of Common Stock issuable upon exercise of the Common Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. The Common Warrants provide that the Investor will not have the right to exercise any portion of its Common Warrants if such exercise would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Investor (together with its affiliates) to exceed 4.99 % (or, at the election of the purchaser, 9.99 %) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of the Company’s securities beneficially owned by the Investor (together with its affiliates) to exceed 4.99 % (or, at the election of the purchaser, 9.99 %) of the combined voting power of all of the Company’s securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants (the “Common Warrant Beneficial Ownership Limitation” and, together with the Pre-Funded Warrant Beneficial Ownership Limitation, the “Beneficial Ownership Limitations”). Placement Agency Agreement In connection with the Private Placement, on December 29, 2025, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Curvature Securities, LLC (the “Placement Agent”). As part of its compensation for acting as Placement Agent for the Private Placement, the Company paid the Placement Agent a cash fee of 7.0 % of the aggregate gross proceeds and issued to the Placement Agent warrants to purchase 124,030 shares of Common Stock at an exercise price of $ 4.257 per share (the “Placement Agent Warrants”), which are exercisable at any time on or after the date that is one hundred eighty (180) days from the date of the commencement of sales in connection with the Private Placement (the “Commencement Date”), and expire on the five year anniversary of the Commencement Date. The Company received aggregate net proceeds from the Private Placement of approximately $ 3,544 , after deducting estimated placement agent commissions and expenses in connection with the Private Placement, which were payable by the Company. The Company has assessed the Common Warrants and the Placement Agent Warrants, (the “Combined Warrants”), for appropriate equity or liability classification and determined the Combined Warrants are freestanding instruments that are not included in the scope of ASC 480, Distinguishing Liabilities from Equity. In the event of a fundamental transaction warrant holders have the right to receive cash, however, if a fundamental transaction is not within the Company’s control, including that the transaction is not approved by the Company’s Board of Directors, the holders of the warrants shall only be entitled to receive from the Company the same type consideration that is offered to the holders of the Company’s Common Stock. In either case, in the event of fundamental transaction the value of consideration is determined using Black Scholes model. The Combined Warrants are indexed to the Company’s common stock and meet all other conditions for equity classification under ASC 815-40, Contracts in Entity’s’ Own Equity. Accordingly, the Combined Warrants are classified as equity within the consolidated financial statements. F- 16 The Combined Warrants were initially recognized at their relative fair value in the amount of $ 8,090 at the time of issuance determined using Black-Scholes option-pricing model and will not be remeasured. As of December 31, 2025, the Pre Funded Warrants have yet to be exercised and no Combined Warrants have been exercised. Prior Year April 2024 Private Equity Offering On April 22, 2024, the Company entered into a private placement agreement under which the Company issued 67 shares of its Common Stock at a price of $ 7,560.00 per share for aggregate gross proceeds of $ 500 . The offering included participation of certain members of the Company’s executive management, Board of Directors and existing shareholders. November 2024 Public Equity Offering and Concurrent Private Offering On November 12, 2024, the Company completed a public offering (the “Equity Offering”) under which the Company received net proceeds of $ 8,783 in exchange for issuance of an aggregate of (i) 2,032 shares (the “Shares”) of its Common Stock, (ii) 3,965 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 3,965 shares of Common Stock (the “Pre-Funded Warrant Shares”) in lieu of Shares, (iii) Series A Warrants (the “Series A Warrants”) to purchase up to 5,996 shares of Common Stock (the “Series A Warrant Shares”) and (iv) Series B Warrants (the “Series B Warrants)” and, together with the Series A Warrants, the “Common Warrants”) to purchase up to 5,996 shares of Common Stock (“the “Series B Warrant Shares” together with the Series A Warrant Shares, the “Warrant Shares”). Each Share or Pre-Funded Warrant, as applicable, was sold together with one Series A Warrant to purchase one share of Common Stock and one Series B Warrant to purchase one share of Common Stock. The public offering price for each Share and accompanying Common Warrants was $ 1,668.00 , and the public offering price for each Pre-Funded Warrant and accompanying Common Warrants was $ 1,668.80 . In a private placement offering completed concurrently with the Equity Offering (the “Concurrent Private Offering” and, together with the Equity Offering, the “2024 November Offerings”), the Company converted approximately $ 4,093 of debt, which represented the then outstanding principal and accrued interest under a convertible promissory note dated July 30, 2024 (the “July 30 Note Debt”). The July 30 Note Debt was converted to Common Stock and Series A Warrants and Series B Warrants on substantially the same terms as the Equity Offering, resulting in the issuance of 2,201 shares of Common Stock, 2,201 accompanying Series A Warrants, and 2,201 accompanying Series B Warrants, based on a conversion price of $ 1,860.00 per share, which is equal to the consolidated closing bid price of the Common Stock on the Nasdaq Capital Market on November 12, 2024. In addition, concurrently with the Equity Offering, the Company converted on substantially the same terms as the Equity Offering, three outstanding July 18, 2024 Notes, with an aggregate outstanding principal and accrued interest in the amount of $ 305 . The three outstanding July 18, 2024 Notes automatically converted in connection with the closing of the Equity Offering at a conversion price of $ 1,872.00 , which is equal to the Floor Price as defined in the July 18, 2024 Notes, for an aggregate of 163 shares of Common Stock, 163 Series A Warrants, and 163 Series B Warrants. F- 17 B – Warrant Net Share Exchange into Common Stock and Warrant Repurchase In connection with the Equity Offering, on November 12, 2024, the Company issued an aggregate of (i) 8,359 Series A Warrants and (ii) 8,359 Series B Warrants. On January 3, 2025, subject to shareholder approval the number of shares of Common Stock issuable upon exchange of the Series A Warrants and Series B Warrants issued pursuant to the 2024 November Offerings was reset from 8,359 shares to 54,032 shares, respectively. The Company accounted for the 108,064 warrants issued in connection with the 2024 November Offerings in accordance with the accounting guidance for derivatives. As further described in the annual financial statements for the year ended December 31, 2024, the Company analyzed the terms of the Series A and Series B Warrants and determined that such warrants are not eligible for equity classification and thus would be classified as derivative liabilities and recorded at fair value, with changes in fair value recorded through profit or loss. The Company used the Monte Carlo Simulation method for determining the fair value of the warrants. The Series A warrant assumptions used in the Monte Carlo simulations are an expected term of 4.62 years, an exercise price of $ 2,172 , comparable company volatility of 113.5 %, risk-free interest rate of 3.95 % and share price of $ 370.20 . The Series B warrant assumptions used in the Monte Carlo simulations are an expected term of 2.5 years, an exercise price of $ 2,172 , company historical volatility of 378.6 %, risk-free interest rate of 4.30 % and share price of $ 370.20 . During the fiscal year ended December 31, 2025, there were cashless exchanges of an aggregate 54,021 Series B Warrants issued in connection with the 2024 November Offerings, which resulted in the issuance of 162,063 shares of Common Stock. As these warrants were exchanged, as permitted under the respective warrant agreements, the Company did not receive any cash proceeds. The warrants were measured at fair value as of the settlement dates, and the change in fair value of $ 5,746 , was recognized to net loss. Upon the exchange of the Series B Warrants, the fair value of the warrants exchanged as of the settlement dates of $ 20,625 was classified to equity under additional paid-in capital. During the fiscal year ended December 31, 2025, the Company repurchased 51,529 of its Series A Warrants form existing warrant holders for $ 166 . The fair value of the Series A Warrants on the date of exercise was $ 67 , resulting in a loss on repurchase of $ 99 . During the fiscal year ended December 31, 2025, the Company recognized a change in fair value of derivative liabilities of $ 3,267 . As of December 31, 2025, 11 Series B Warrants and 2,507 Series A Warrants remain outstanding, for a combined value of $ 1 . C – Promissory Note – Current Year On September 12, 2025 (the “Issue Date”), the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”), with an investor (the “Investor”), pursuant to which the Company issued a Promissory Note (the “Note”) to the Investor in the principal amount of $ 3,600 for a purchase price of $ 3,000 . The Note was amended effective September 12, 2025, to remove the convertible feature. The Note bears no interest, has an original issue discount of $ 600 , is an unsecured obligation of the Company and will rank equal in right of payment with the Company’s existing and future unsecured indebtedness. The Note is due and payable on the twelve (12) month anniversary of the Issue Date. The Company may prepay the Note at any time without the requirement for consent of the Investor. Since the Note bears no stated interest and was issued at a discount, the Company has recognized the original issue discount of $ 600 as imputed interest expense over the term of the Note using the effective interest method, in accordance with the authoritative guidance. This imputed interest is being amortized over the one-year term of the Note. F- 18 During the fiscal year ended December 31, 2025, the Company amortized $ 182 of the original issue discount to interest expense. As of December 31, 2025, the unamortized discount was $ 418 , and the carrying amount of the Note was $ 3,182 . As previously disclosed in the form 8-K filed by the Company with the SEC on September 11, 2025, the Company entered into a purchase agreement with Sixth Borough Capital Fund, LP (“Sixth Borough”) establishing an equity line of credit (the “ELOC”). Under the terms of the ELOC, the Company has the right, but not the obligation, to sell to Sixth Borough, and Sixth Borough is obligated to purchase, up to $ 20.0 million of the Company’s Common Stock (the “Purchase Shares”), subject to the terms and conditions set forth therein. Pursuant to the Note Purchase Agreement, the Company is required to pay 100% of the net proceeds (after commission) it receives from the sale of Purchase Shares under the ELOC towards repayment of the Note, until such time that the Company obtains stockholder approval (the “Stockholder Approval”) to issue Purchase Shares in excess of the “Exchange Cap,” as defined in the ELOC. Following Stockholder Approval, the Company is required to apply 50% of the net proceeds (after commissions) from any subsequent sales of Purchase Shares under the ELOC to repay the Note. The Note contains certain specified events of default, the occurrence of which would entitle Investor to immediately demand repayment of all outstanding principal on the Note such as certain events of bankruptcy and insolvency. The Note does not contain any affirmative and restrictive covenants by the Company. The Purchase Agreement includes customary representations, warranties, and conditions precedent of both parties. The Note was issued in a private placement to the Investor pursuant to an exemption for transactions by an issuer not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). As of December 31, 2025, the Company has not received the necessary Stockholder Approval formally approving the ELOC. D – Note and Warrant Purchase Agreements – Prior Year On June 27, 2024, the Company entered into note and warrant purchase agreements with certain officers, directors, and existing investors (the “June 27 Investors”), providing for the private placement of unsecured promissory notes in the aggregate principal amount of $ 100 (the “June 27 Notes”) and warrants (the “June 27 Warrants”) to purchase up to an aggregate of 250 shares of Common Stock. The closing of the private placement occurred on June 27, 2024. The June 27 Notes bore simple interest at the rate of three percent (3%) per annum and were due and payable in cash on the earlier of: (a) twelve (12) months from the date of the June 27 Note; or (b) the date the Company raised third-party equity capital in an amount equal to or in excess of $1,000 (the “June 27 Maturity Date”). The Company could prepay the June 27 Notes at any time prior to the June 27 Maturity Date without penalty. Each June 27 Warrant has an exercise price of $ 5,940.00 per share. The June 27 Warrants are immediately exercisable and have a 5 five-year term. The June 27 Notes and the June 27 Warrants were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act. The Company relied on this exemption from registration based in part on representations made by the June 27 Investors. During the fiscal year ended December 31, 2025, the Company repaid the remaining $ 5 outstanding as of December 31, 2024. E – Convertible Promissory Notes – Prior Year On July 18, 2024, the Company entered into a series of convertible promissory notes with three directors, and one member of the Company’s executive management (the “July 18 Investors”), providing for the private placement of unsecured convertible promissory notes in the aggregate principal amount of $ 360 (the “July 18 Notes” and each a “July 18 Note”). F- 19 The July 18 Notes bore simple interest at a rate of 8 % per annum. Upon initial date, the management measured the fair value of the embedded conversion feature which is accounted for as embedded derivative liability. The difference between the total gross cash proceeds received and the fair value of the embedded conversion feature is allocated to the host component of the July 18 Notes that are measured at amortized cost under which in subsequent periods the Company recognizes a discount expense over the economic life of the July 18 Notes based on the effective interest rate method. However, the fair value of the embedded derivative liability related to the conversion feature was determined by the management at an insignificant amount since upon closing of a Qualified Financing (as defined in the July 18 Notes), the loan will convert based on market conditions (i.e. conversion price will be equal to the fair value of the share upon conversion) and thus all proceeds received of $ 360 were allocated to the July 18 Notes. On September 5, 2024, the Company and one of July 18 Investors entered into a conversion agreement, under which the Company agreed to convert his portion of the outstanding principal nominal amount plus any accrued but unpaid interest pursuant to the July 18 Note, totaling $ 101 into 83 shares of Common Stock at a conversion price of $ 1,224.00 per share. In November 2024, the Company and the remaining July 18 Investors entered into a conversion agreement under which the Company agreed to convert their portion of the outstanding principal nominal amount plus any accrued but unpaid interest pursuant to the outstanding July 18 Notes, totaling $ 305 to Common Stock and warrants at a conversion price of $ 1,872.00 per share. The July 18 Investors received 163 shares of Common Stock, 163 Series A Warrants and 163 Series B Warrants. F – Convertible Promissory Note and Warrant Agreement – Prior Year On July 30, 2024, the Company entered into a convertible promissory note and three warrant agreements (the “July 30 Warrants”) with an existing investor (the “July 30 Holder”), providing for the private placement of a secured convertible promissory note in the aggregate principal amount of $ 4,000 (the “July 30 Note”). The July 30 Note bore simple interest at a rate of 8 % per annum and is due and payable in cash on earlier of: (i) 12 months anniversary of July 30 Note, or (ii) closing date of a Sale Transaction (as defined in the July 30 Note) (the “Maturity Date”). The July 30 Note was secured by a first-priority security interest on all Company’s assets. Each July 30 Warrant becomes exercisable 12 months after its issuance and has term of 10 years. The July 30 Warrants are exercisable for cash only and have no price-based antidilution. The first July 30 Warrant is for 1,778 shares at $ 2,250.00 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. Management has determined that the warrants are eligible to be classified as a component of equity as their terms permit the holders to receive a fixed number of shares of Common Stock upon exercise for a fixed exercise price. At the initial date, the Company has issued four freestanding instruments that include (i) a financial instrument that is considered as “host” which comprised of July 30 Note and two embedded derivative financial instruments (i.e. an embedded conversion feature and an embedded redemption feature to receive cash equals to 200 % of July 30 Note balance upon the occurrence of a Sale Transaction) and (ii) three series of detachable warrants. At the initial date, the Company is required to estimate the fair value of the freestanding instruments and allocate the total gross proceeds received between them based on that relative fair value identified. The fair value of the embedded derivative financial instruments (i.e. the conversion right and the redemption right) should be bifurcated from the host instrument and remeasured on recurring basis at each reporting period under marked to market approach. The July 30 Note was accounted for at amortized cost whereby discount and interest expenses are recorded over the economic life of the July 30 Note based on the effective interest rate method and the July 30 Warrants are classified into equity without any further subsequent measurement. Upon initial recognition, the Company allocated the gross cash proceeds received based on the relative fair value of the July 30 Note and the detachable July 30 Warrants in total amount of $ 1,450 and $ 2,550 , respectively. The fair value of the convertible note was determined by using hybrid method that includes conversion scenario and liquidation scenario taking into account, inter alia, a debt discount rate of 28.65 %. The fair value of the July 30 Warrants was determined by using Black-Scholes pricing model taking into account, inter alia, expected stock price volatility of 122.8 % and risk-free interest rate of 4.78 %. The amount allocated to July 30 Warrants was classified as a component of equity. F- 20 Furthermore, it was determined that the embedded conversion feature and embedded redemption feature are required to be bifurcated from the host loan instrument. The fair value of the bifurcated derivatives was determined by the management using the assistance of an external appraiser in a total amount of $ 35 upon initial recognition and in subsequent periods as derivative liability at fair value through profit and loss. The remaining amount of $ 1,415 was allocated to the host loan instrument which in subsequent periods was accounted for using the effective interest method over the term of the loan, until its stated maturity. On September 24, 2024, the Company held a special meeting of its stockholders under which shares of Common Stock issuable by the Company upon conversion of the July 30 Note and exercise of the July 30 Warrants was approved. On November 12, 2024, in connection with the Concurrent Private Offering, the Company and the July 30 Holder entered into an agreement for the settlement of the July 30 Note plus any accrued but unpaid interest totaling $ 4,093 to Common Stock and warrants at a conversion price of $ 1,860.00 per share. The July 30 Holder received 2,201 shares of Common Stock, 2,201 Series A Warrants and 2,201 Series B Warrants. The fair value of the shares of Common Stock received was $ 813 . The Series A and Series B Warrants are treated as derivative liabilities and at grant date were valued at $ 609 and $ 3,768 , respectively. As of the settlement date, the carrying amount of the July 30 Note under the effective interest method was $ 1,978 and the fair value of the derivative liability relating to the conversion feature was $ 37 . Upon settlement, the total fair value of the warrant related derivatives of $ 4,377 and the equity received of $ 813 exceeded the net book value of the July 30 Note of $ 1,978 and the value of the debt conversion derivative that was settled of $ 37 . As a result, the Company recorded a loss on extinguishment of debt in the amount of $ 3,175 in the Statement of Operations. Please see Note 4J for the terms and valuation methodology of the Series A and Series B Warrants. During the period commencing the issuance date through December 31, 2025, none of the July 30 Warrants have been exercised. G – August and September 2024 Conversions – Prior Year August 2024 Conversion On August 23, 2024 (the “Commitment Date”), the Company and two of June 27 Investors entered into conversion agreements, under which the Company agreed to convert the principal nominal amount plus any accrued but unpaid interest pursuant to each of June 27 Notes, with a face value of $ 20 each (the “Debt”), held by the Investors to Common Stock at a conversion price of $ 1,224.00 per share. On October 15, 2024, the Company issued 17 shares of common stock for each of the two of the June 27 Investors in respect of each respective Debt converted. In satisfaction of the Debt, the Company also issued to each of the two June 27 Investors three warrants (each an “August 23 Warrant”). Each August 23 Warrant becomes exercisable on August 16, 2025 and has term of 10 years. The August 23 Warrants are exercisable for cash only and have no price-based antidilution. The first August 23 Warrant is for 9 shares of Common Stock and is exercisable at $ 2,250.00 per share. The second August 23 Warrant is for 7 shares of Common Stock, exercisable at $ 3,150.00 per share. The third August 23 Warrant is for 5 shares of Common Stock, exercisable at $ 4,050.00 per share. The above transaction was accounted for as a settlement of financial liabilities under which the instruments issued or to be issued to the June 27 Investors (i.e. shares of common stock and August 23 Warrants) are eligible for equity classification and thus both have been recorded as part of equity based on the total fair value of $ 238 at the Commitment Date. The difference between the fair value of these equity instruments and the carrying amount of each of the respective Debt at the Commitment Date amounted to $ 11 was charged immediately to the finance expenses. Due to the above settlement, the Company recorded a loss on the settlement on the amount of $ 216 . During the period commencing the issuance date through December 31, 2025, none of the August 23 Warrants have been exercised. F- 21 September 2024 Conversion On September 5, 2024 (the “Commitment Date”), the Company and one of June 27 Investors and July 18 Investors entered into a conversion agreement, under which the Company agreed to convert outstanding board fees amounted $ 113 and the principal nominal amount plus any accrued but unpaid interest pursuant to June 27 Note and July 18 Note, totaling $ 146 (referring together as a “Debt”), held by the Investor to Common Stock at a conversion price of $ 1,224.00 per share. On October 15, 2024, the Company issued 212 shares of common stock for the June 27 Investor in respect of the Debt converted. In satisfaction of the Debt, the Company also issued to June 27 Investor and July 18 Investor three warrants (each an “September 5 Warrant”). Each September 5 Warrant becomes exercisable on August 16, 2025 and has term of 10 years. The September 5 Warrants are exercisable for cash only and have no price-based antidilution. The first September 5 Warrant is for 116 shares of Common Stock and is exercisable at $ 2,250.00 per share. The second September 5 Warrant is for 83 shares of Common Stock, exercisable at $ 3,150.00 per share. The third September 5 Warrant is for 65 shares of Common Stock, exercisable at $ 4,050.00 per share. The above transaction was accounted for as settlements of financial liabilities under which the instruments issued or to be issued to the July 18 Investor (i.e. shares of common stock and September 5 Warrants) are eligible for equity classification and thus both have been recorded as part of equity based on the total fair value of $ 1,505 at the Commitment Date. The carrying amount of the Debt at the Commitment Date amounted to $ 227 and the difference was recorded as loss on settlement of debt in the Statement of Operations in the amount of $ 1,278 . During the period commencing the issuance date through December 31, 2025, none of the September 5 Warrants have been exercised. 5. Commitments and Contingent Liabilities On March 4, 2004, the Israeli Innovation Authority (the “IIA”) provided Integrity Israel with a grant of approximately $ 93 (NIS 420,000 ), for its plan to develop a non-invasive blood glucose monitor (the “Development Plan”). Integrity Israel is required to pay royalties to the IIA at a rate ranging between 3 - 5 % of the proceeds from the sale of the Company’s products arising from the Development Plan up to an amount equal to $ 93 plus interest at LIBOR from the date of grant. As to the replacement of the LIBOR benchmark rate, even though the IIA has not declared the alternative benchmark rate to replace the LIBOR, the Company does not believe it will have a significant impact. As of December 31, 2025, the remaining contingent liability with respect to royalty payment on future sales equals approximately $ 93 excluding interest. Such contingent obligation has no expiration date. Intellectual Property Purchase Agreement On October 7, 2022, the Company entered into an Intellectual Property Purchase Agreement, (the “IP Agreement”) with its CEO, Paul V. Goode, under which he assigned to the Company all rights, title, and interest in certain intellectual property related to an implantable continuous glucose sensor, including patents, trademarks, trade secrets, know-how, and associated goodwill. In exchange, the Company paid one dollar in cash and agreed to issue up to 167 shares of common stock upon achievement of specified performance milestones. If those shares represent less than 1.5 % of the Company’s outstanding common stock at the time of final issuance, additional “true-up” shares will be issued to reach that threshold. All shares issued under the agreement are subject to restrictions and lockup provisions. Because the acquired assets did not constitute a business under applicable accounting guidance, the transaction was treated as an asset acquisition, with no goodwill recognized. The acquired in-process research and development (IPR&D) had no alternative future use and was expensed immediately. Milestone-based share issuances are treated as contingent consideration and recognized as stock-based compensation when achievement becomes probable. On December 29, 2023, 17 shares of Common Stock were earned under the terms of the IP Agreement and were issued to Dr. Goode on February 6, 2024. On May 1, 2024, 25 shares of Common Stock were earned under the terms of the IP 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 Agreement. Stock-based compensation expense recognized during the fiscal year ended December 31, 2025 for the third milestone was de minimus. As of December 31, 2025, the remaining milestones were not considered probable, and no additional compensation expense had been recorded. F- 22 6. Lease Agreement On February 19, 2024, the Company entered into a three-year lease agreement with Tapsak Enterprises LLC dba Virginia Analytical for premises in the Front Royal, Virginia area, commencing March 1, 2024 and ending February 28, 2027, at a monthly rent of $ 2.5 , with a $ 2.5 security deposit refundable at the end of the initial term. The Company has the option to renew the lease for two additional three-year periods at fair market rental rates, subject to advance notice, but only the initial lease term was considered for accounting purposes as renewal was not deemed reasonably certain. In accordance with ASC 842, the Company recognized a right-of-use asset and corresponding lease liability of $ 79 at commencement, with the lease liability measured as the present value of future lease payments discounted using the Company’s estimated incremental borrowing rate. Operating lease: Schedule of Operating Lease December 31, 2025 December 31, 2024 Operating right-of-use asset $ 33 $ 59 Current operating lease liability $ 28 $ 26 Non-Current operating lease liability $ 5 $ 33 Maturity analysis of the Company’s lease liability: Schedule of Maturity Analysis of Lease Liability December 31, 2025 December 31, 2024 Less than one year $ 30 $ 30 Between 1-2 years 5 30 More than 2 years - 5 Total operating lease payments $ 35 $ 65 Less: imputed interest $ 2 $ 6 Present value of lease liabilities $ 33 $ 59 Additional information on lease The following is a summary of the weighted average remaining lease terms and discount rate for the lease: Schedule of Weighted Average Remaining Terms and Discount Rate December 31, 2025 December 31, 2024 Lease term (years) 1.17 2.17 Weighted average discount rate 9.03 % 9.03 % 7. Share-Based Compensation Stock Option Plans 2024 Equity Incentive Plan The 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 2024. 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. F- 23 In 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. Stock Option Activity During the fiscal year ended December 31, 2025, the Compensation Committee of the Board of Directors granted 16,220 stock options to the Company’s directors with a fair value of $ 116 as determined by the Black Scholes option pricing model. The options vest over a one year period and carry a ten-year term. During the fiscal year ended December 31, 2024, the Compensation Committee of the Board granted 109 stock options to the Company’s employees with a fair value of $ 325 as determined by the Black Scholes option pricing model. The vesting terms of the options vary between one and two years and carry a ten-year term. A summary of the Company’s stock option activity for the fiscal years ended December 31, 2025 and 2024 is as follows: Schedule of Stock Option Activity Option Shares Weighted- Average Exercise Price Weighted Average Remaining Contractual Life Intrinsic Value (years) Outstanding as of December 31, 2023 170 $ 2,940 8.0 $ - Granted 109 3,055 9.37 - Forfeited or expired - - - - Outstanding as of December 31, 2024 279 2,985 9.37 - Granted 16,220 7.40 9.76 - Cancelled - - - - Forfeited or expired - - - - Outstanding as of December 31, 2025 16,499 $ 57.75 9.74 $ - For the fiscal year ended December 31, 2025 share-based compensation expense for stock options vesting during the period was $ 211 . For the fiscal year ended December 31, 2024 share-based compensation expense for stock options vesting during the period was $ 173 . At December 31, 2025, options to purchase 8,236 shares of common stock were exercisable. These options had a weighted-average exercise price of $ 83.47 and a weighted average remaining contractual term of 9.73 years. The total unrecognized compensation cost related to unvested stock option grants as of December 31, 2025 was approximately $ 204 , and the weighted average period over which these grants are expected to vest is 1.00 years. F- 24 The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. Share-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions: Schedule of Fair Value of Stock Options Weighted Average Assumptions 2025 2024 For the years ended December 31, 2025 2024 Volatility 184 % 207 - 288 % Risk-free interest rate 4.13 % 3.51 - 4.64 % Dividend yield 0.0 % 0.0 % Expected life 5.15 years 3.00 years Volatility is the measure by which the Company’s stock price is expected to fluctuate during the expected term of an option. Volatility is derived from the historical daily change in the market price of the Company’s common stock, as it believe that historical volatility is the best indicator of future volatility. The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Accordingly, it has assumed no dividend yield for purposes of estimating the fair value of its share-based compensation. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. Other Common Stock Transactions During the fiscal year ended December 31, 2025, the Company issued 10,959 shares of restricted common stock, with an aggregate grant-date fair value of $ 122 , as compensation to members of the Board of Directors. In addition, during fiscal 2025 the Company issued (i) 277 shares of restricted common stock to directors for services rendered and accrued in the prior fiscal year and (ii) 42 shares of restricted common stock to its Chief Executive Officer, Paul V. Goode, in connection with intellectual property milestones achieved during fiscal 2025. The fair value of the 42 shares issued to Dr. Goode was de minimus. 8. Related Parties Lease Agreement On October 25, 2022, the Company entered into an agreement with Tapsak Enterprises LLC, doing business as Virginia Analytical, which is wholly owned by Mark Tapsak, the Company’s Chief Scientific Officer. Pursuant to the agreement, Tapsak Enterprises LLC dba Virginia Analytical provides laboratory space, equipment, and materials to support the Company’s research and development activities. For the years ended December 31, 2025 and 2024, the Company recorded $ 30 and $ 25 , respectively, in research and development expenses related to this arrangement. For additional information regarding the execution of the lease agreement with Tapsak Enterprises LLC dba Virginia Analytical, see Note 6 to the accompanying consolidated financial statements. Intellectual Property Purchase Agreement For additional information regarding the intellectual property purchase agreement with the Company’s Chief Executive Officer, Paul V. Goode, see Note 5 to the accompanying consolidated financial statements. Current and Prior Year Equity and Debt Transactions For additional information regarding related party equity and debt transactions that occurred during the current and prior fiscal year, see Note 4 to the accompanying consolidated financial statements. F- 25 9. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or (“CODM”). The Company has identified its Chief Executive Officer, Paul V. Goode, as the CODM who is responsible for making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. The Company’s long-lived assets consist primarily of property and equipment, net, which are all held in the United States. ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has only one reportable segment, the Glucotrack CBGM Product Segment, as all their research and development activities are related the development of the Glucotrack CBGM Product. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. 10. Income Taxes Loss Pretax loss for the years ended December 31, 2025 and 2024 consists of the following: Schedule of Pretax Loss for the Years 2025 2024 December 31, 2025 2024 Domestic $ 19,285 $ 22,502 Foreign 103 95 Pretax loss 19,388 22,597 Income tax reconciliation Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, the reconciliation of taxes at the federal statutory rate to the Company’s income tax expense (benefit) for the year ended December 31, 2025 is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31, 2025 Tax at statutory federal rate $ 4,071 21 % State income taxes - - Foreign Foreign income tax differential 2 - Deferred tax adjustment- NOLs ( 162 ) ( 1 )% Change in valuation allowance 136 1 % Deferred tax adjustment – Sec. 174 costs ( 647 ) ( 3 )% Change in valuation allowance ( 2,505 ) ( 13 )% Non-taxable/non-deductible items Change in fair value of derivative liabilities ( 686 ) ( 4 )% Other non-taxable/non-deductible items ( 19 ) - Other adjustments ( 190 ) ( 1 )% Income tax expense (benefit) - - F- 26 Composition of the change in the U.S. valuation allowance of deferred tax assets is as follows: Schedule of Change in Valuation Allowance Net loss in the U.S. 3,471 Deferred tax adjustment – Sec. 174 costs ( 647 ) Research and experimental expense ( 146 ) Vacation accrual ( 173 ) Total 2,505 The reconciliation of taxes at the federal statutory rate to the Company’s income tax expense (benefit) for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows: Schedule of Income Tax Expense (Benefit) Composition of deferred tax assets: 2025 Net loss before tax $ 22,597 Tax at statutory federal rate 4,745 Foreign income tax differential 2 Change in valuation allowance ( 4,542 ) Non-deductible expenses ( 205 ) Other differences - Income tax expense (benefit) - Composition of deferred tax assets Deferred taxes result principally from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Company’s future tax assets are as follows: Schedule of Deferred Taxes Assets December 31, 2025 2024 Vacation accrual 36 208 Research and development costs – Sec. 174 2,482 3,276 Net operating losses carry forwards 21,829 16,981 Net deferred tax asset before valuation allowance 24,347 20,465 Valuation allowance ( 24,347 ) ( 20,465 ) Net deferred tax assets - - Valuation allowance reflects uncertainty in the Company’s ability to generate taxable income and realization of deferred tax assets. Net Operating Losses (NOL) carryforward As of December 31, 2025, the Company had cumulative Net Operating Losses (NOL) carry forwards for U.S. federal purposes of approximately $ 46.3 million to offset against future taxable income. Of the $ 46.3 million, $ 6.8 million will begin to expire in 2030 and the remainder can be carried forward for an indefinite period of time. Cumulative NOL carry forwards for Israeli income tax purposes are approximately $ 52.6 million to offset against future taxable income for an indefinite period of time. NOL carry forwards by U.S. federal and Israel at December 31, 2024 were $ 31.6 million and $ 38.5 million, respectively. Tax assessments For federal, state and local income tax purposes the Company remains open for examination by the tax authorities for the tax years from 2022 through 2025 under the general statute of limitations. Due to the Company’s NOLs, all tax years beginning in 2010 are open for examination to the extent of NOLs. Israeli tax returns from 2022 through 2025 are open for examination. As of December 31, 2025 and December 31, 2024, the Company had no unrecognized tax benefits or position 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 would be classified as income tax expense. 11. Subsequent Events Subsequent to December 31, 2025, all 1,033,591 Pre-Funded Warrants from the December 2025 Private Placement were exercised into Common Stock. F- 27 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GLUCOTRACK, INC. Date: March 30, 2026 By: /s/ Paul Goode Name: Paul Goode Title: Chief Executive Officer (Principal Executive Officer) Date: March 30, 2026 By: /s/ Peter Wulff Name: Peter Wulff Title: Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Paul Goode Chief Executive Officer and Director March 30, 2026 Paul Goode ( Principal Executive Officer) /s/ Peter Wulff Chief Financial Officer March 30, 2026 Peter Wulff (Principal Financial and Accounting Officer) /s/ Erin Carter Director March 30, 2026 Erin Carter /s/ Luis Malave Director March 30, 2026 Luis Malave /s/ Andrew Balo Director March 30, 2026 Andrew Balo /s/ Victoria Carr-Brendel Director March 30, 2026 Victoria Carr-Brendel 63