What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-03-28 · 196 added, 14 removed, 1 unchanged (100% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

of March 28, 2024, there were approximately 341 holders of record of our Common Stock.

have never declared or paid any cash dividends on our Common Stock and do not anticipate paying any dividends on our Common Stock in

the foreseeable future.

Any cash that might be available for payment of dividends will be used to expand our business.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock is listed on the Nasdaq Capital Market under the symbol “GCTK.”

of March 31, 2025, there were 313 holders of record of our Common Stock.

A substantially greater number of holders are “street

name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.

our inception, we have not paid any dividends on our Common Stock, and we currently expect that, for the foreseeable future, all earnings,

if any, will be retained for use in the development and operation of our business.

In the future, our Board may decide, at its discretion,

whether dividends may be declared and paid to holders of our Common Stock.

Authorized for Issuance under Equity Compensation Plans

Plan category:

Number of Securities to be issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)

Weighted Average Exercise Price of Outstanding Options (b)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)) (c)

Equity compensation plans approved by stockholders

column includes 100,000 shares of Common Stock due to Paul Goode after satisfying the first performance milestone of the Intellectual

Property Purchase Agreement signed in October 2022 (see Item 15, Note 4).

Sales of Unregistered Securities

are no transactions that have not been previously included in a Current Report on Form 8-K.

information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part

III of this Annual Report.

Sales of Equity Securities

Under Intellectual Property Purchase Agreement

October 7, 2022, the Company entered into the Intellectual Property Purchase Agreement (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, all of his right, title and interest in and to the following assets, properties and rights

(collectively, the “Purchased Assets”):

(a) all rights, title, interests in all current and future intellectual

property, including, but not limited to patents, trademarks, trade secrets, industry know-how and other IP rights relating to an

implantable continuous glucose sensor (collectively, the “Conveyed Intellectual Property”);

and (b) all the goodwill

relating to the Purchased Assets.

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 10,000 shares of Common Stock based upon specified performance milestones as set

forth in the IP Purchase Agreement (the “Purchase Price”).

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

10,000 shares represent less than 1.5% of the then outstanding Common Stock of the Company, the final issuance will include such

number of additional shares so that the total aggregate issuance equals 1.5% of the outstanding shares (the “True-Up

Shares”) of Common Stock of the Company.

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

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

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

December 29, 2023, 1,000 shares of Common Stock were earned under the terms of the IP Purchase Agreement and were issued to Dr.

February 6, 2024.

On May 1, 2024, 1,500 shares of Common Stock were earned under the terms of the IP Purchase Agreement.

On March 26, 2025, the Board determined that the third milestone was met

and that an additional 2,500 shares of Common Stock have been earned under the terms of the IP Purchase Agreement.

2024 Exchange

February 13, 2024, the Company entered into an exchange agreement (the “February Exchange Agreement”) with certain

shareholders (the “February Holders”), pursuant to which the Company and the February Holders agreed to exchange (the

“February Exchange”) Common Stock purchase warrants (the “February Warrants”) owned by the Holders for

shares of Common Stock to be issued by the Company.

February 13, 2024, the Company closed the Exchange and issued to the February Holders an aggregate of 35,932 shares of Common Stock in exchange for 43,820 February Warrants.

issuance of the Common Stock to the February Holders was made pursuant to the exemption from registration contained in Section

3(a)(9) of the Securities Act and Regulation D promulgated thereunder.

Private Placement

April 22, 2024, the Company entered into a private placement agreement under which the Company issued 3,968 shares of its Common Stock

at a price of $126.0 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.

The shares 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.

relied on this exemption from registration based in part on representations made by the investors.

June 27 Private Placement

July 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 $100,000 (the “June 27 Notes”) and warrants (the “June 27 Warrants”) to purchase

up to an aggregate of 15,000 shares of Common Stock.

The closing of the private placement occurred on July

June 27 Notes bore simple interest at the rate of three percent (3%) per annum and were due and payable in cash on the earlier of:

(a) twelve (12) months from the date of the June 27 Note;

or (b) the date the Company raised third-party equity capital in an amount

equal to or in excess of $1,000,000 (the “June 27 Maturity Date”).

The Company could prepay the June 27 Notes at any time

prior to the June 27 Maturity Date without penalty.

June 27 Warrant has an exercise price of $99.0 per share.

The June 27 Warrants are immediately exercisable and have a five-year term.

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 thereunder.

The Company relied on this exemption from registration

based in part on representations made by the June 27 Investors.

18 Private Placement

July 18, 2024, the Company entered into a series of convertible promissory notes with certain officers and directors (the

“July 18 Investors”), providing for the private placement of unsecured convertible promissory notes in the aggregate

principal amount of $360,000 (the “July 18 Notes” and each a “July 18 Note”).

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”).

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 $500,000 (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 $31.20 (the “Floor Price”).

July 18 Notes 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 thereunder.

The Company relied on this exemption from registration based in part on representations

made by the July 18 Investors.

30 Private Placement

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 $4,000,000 (the “July 30

The July 30 Note was not convertible until and unless approved at a meeting of the Company’s stockholders (“Stockholder

Stockholder Approval was obtained 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 earlier of:

(a) the twelve (12) month anniversary of July 30 Note, or (b)

the date of closing of a Sale Transaction (defined below) (the “July 30 Maturity Date”).

The July 30 Note was secured by a

first-priority security interest on all Company assets.

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

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

$100.00 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).

means the daily volume weighted average price of the Common Stock.

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.

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 106,667 shares at $37.50 per share.

The second July 30 Warrant

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

The third July 30 Warrant is for 59,260 shares at $67.50 per share.

July 30 Note and the July 30 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 July 30 Holder

23 Conversion

August 23, 2024, two of the June 27 Investors entered into conversion agreements (each an “August Conversion Agreements”)

with the Company, pursuant to which the Company agreed to convert the principal amount, plus any accrued but unpaid interest

pursuant to each of the June 27 Notes, totaling $20,076 each (the “August Conversion Debt”), held by the Investors to

Common Stock at a conversion price of $20.40 per share.

in satisfaction of the August Conversion Debt and pursuant to the August Conversion Agreements, the Company 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.

August 23 Warrant is for 535 shares of Common Stock and is exercisable at $37.50 per share.

The second August 23 Warrant is for 382

shares of Common Stock, exercisable at $52.50 per share.

The third August 23 Warrant is for 297 shares of Common Stock, exercisable

at $67.50 per share.

August 23 Warrants and the shares issued in satisfaction of the Debt were issued in reliance on the exemption from registration requirements

thereof provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

The Company relied on

this exemption from registration based in part on representations made by the investors.

September 5, 2024, another June 27 Investor entered into a Conversion Agreement with the Company (the September Conversion

Agreement”), pursuant to which the Company agreed to convert the principal amount, plus any accrued but unpaid interest

pursuant to the June 27 Investor’s June 27 Note, totaling $259,310.67 (the “September Conversion Debt”), held by the

June 27 Investor to Common Stock at a conversion price of $20.40 per share.

in satisfaction of the September Conversion Debt and pursuant to the September Conversion Agreement, the Company issued to the June 27 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.

first September 5 Warrant is for 6,915 shares of Common Stock and is exercisable at $37.50 per share.

The second September 5 Warrant

is for 4,940 shares of Common Stock, exercisable at $52.50 per share.

The third September 5 Warrant is for 3,842 shares of Common

Stock, exercisable at $67.50 per share.

September 5 Warrants and the shares issued in satisfaction of the Debt were issued in reliance on the exemption from registration requirements

thereof provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

The Company relied on

this exemption from registration based in part on representations made by the investor.

Private Offering

a private placement offering completed concurrently with the November 2024 Offering (the “Concurrent Private Offering”),

the July 30 Holder, which is an existing investor controlled by a director of the Company, converted approximately $4,093,112 of

debt, which represented the then outstanding principal and accrued interest under the July 30 Note (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 132,036 shares of Common Stock, 132,036 accompanying Series A common warrants to purchase Common Stock (the “Series A Common

Warrants”), and 132,036 accompanying Series B common warrants to purchase Common Stock (the “Series A Common Warrants”,

and together with the Series A Common Warrants, the “Common Warrants”), based on a conversion price of $31.0 per share, which

is equal to the consolidated closing bid price of the Common Stock on the Nasdaq Capital Market on November 12, 2024.

18 Note Conversion

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

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 $31.20, which is equal to the Floor Price as defined in the July 18 Notes, for an

aggregate of 9,760 shares of Common Stock, 9,760 Series A Common Warrants, and 9,760 Series B Common Warrants (the “July 18

Note Conversion”).

Common Stock and the Common Warrants issued in connection with the Concurrent Private Offering and the July 18 Note Conversion were not

registered under the Securities Act and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the

Securities Act and Rule 506(b) promulgated thereunder.

The Company relied on this exemption from registration based in part on representations made by the investors.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity