Glucotrack, Inc. 10-Q

Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our principal executive and financial officer has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026 (the “Evaluation Date”). Based on such evaluation, our principal executive and financial officer has concluded that, as of the Evaluation Date, our disclosure controls and procedures are not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be included in periodic filings under the Exchange Act and that such information is not accumulated and communicated to management, including our principal executive officer, in a manner sufficient to allow timely decisions regarding required disclosure. 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. 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. None of these deficiencies resulted in a material misstatement to the Company’s interim and annual Consolidated Financial Statements for the periods ended March 31, 2026 and 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 March 31, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 22 PART II - OTHER INFORMATION Item 1. Legal Proceedings. From time to time in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. As of March 31, 2026, the Company did not have any pending claims, charges or litigation that were expected to have a material adverse impact on its financial position, results of operations or cash flows.