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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-28 · 2084 added, 941 removed, 364 unchanged (89% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

management, with the participation of our Principal Executive Officer and Chief 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 Securities Exchange Act of

1924, as amended (the “Exchange Act”)) as of December 31, 2023, or the evaluation date.

Based on such evaluation, those officers

have concluded that, as of the Evaluation Date, our disclosure controls and procedures are ineffective 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 and financial officers, in a manner sufficient to

allow timely decisions regarding required disclosure, due to the material weaknesses in internal control over financial reporting described

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rule 13a-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including our Chief Executive

Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting

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.

Report on Internal Controls Over Financial Reporting

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 report.

Based on that evaluation,

we have identified material weaknesses related to our internal control over financial reporting as of December 31, 2023 and concluded

that internal control over financial reporting as at December 31, 2023 were not effective.

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,

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

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

of the material weaknesses discussed below.

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.

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.

Specifically, as of December 31, 2023, the ineffectiveness of the Company’s internal control over

financial reporting was due to identification of material weaknesses related to lack of sufficient internal accounting personnel, segregation

of duties, and lack of sufficient internal controls (including IT general controls) that encompass the Company as a whole with respect

to entity and transactions level controls in order to ensure complete documentation of complex and non-routine transactions and adequate

financial reporting.

has identified corrective actions to remediate such material weaknesses, which includes hiring additional employees.

Management intends

to implement procedures to remediate such material weaknesses during the fiscal year 2024;

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

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

None of these

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

ended December 31, 2024.

Remediation Measures

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

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

In addition, the Company has outsourced certain accounting functions

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

Management intends to continue

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

however, the implementation of these

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

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.

in Internal Control over Financial Reporting

the year ended December 31, 2023, there were no changes in our internal control over financial reporting that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Report of the Registered Public Accounting Firm

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

financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm

pursuant to rules of the SEC that permit the Company to provide only management’s report in this Report.

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

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

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

Other Information

Disclosure Regarding Foreign Jurisdictions That Prevent Inspection

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

following individuals serve as Directors and Executive Officers of the Company as of the date of this Report.

Directors of the Company

hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified.

Executive officers

of the Company are appointed by our board of directors and hold office until their death, resignation or removal from office.

directors serve for terms of one year each and are subject to re-election at Annual Meeting of Shareholders, unless they earlier resign.

are no material proceedings to which any of our directors, officers or affiliates, any owner of record or beneficially of more than five

percent of any class of our voting securities, or any associate of any such director, officer, affiliate, or security holder is a party

adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

have attempted and will continue to attempt to ensure that any transactions between we and our officers, directors, principal shareholders,

or other affiliates have been and will be on terms no less favorable to us than could be obtained from unaffiliated third parties on

an arm’s length basis.

table below sets forth (1) the names and ages of our Directors as of the date of this Proxy Statement, (2) all positions with the Company

presently held by each such person and (3) the positions held by, and principal areas of responsibility of, each such person during the

last five years.

Regarding Directors and Executive Officers

The following table sets forth

information regarding our executive officers and non-employee directors.

Chief Executive Officer, President, and Director

Chief Financial Officer

Robert Fischell

Member of the Audit, Nominating and Governance and Compensation Committees

Member of the Audit, Nominating and Governance and Compensation (Chair) Committees

Member of the Audit Committee

Chair of the Nominating and Governance Committee and Member of the Compensation Committee

Chair of the Audit Committee

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

Danzig most recently served as Vice President, Assistant General Counsel and Assistant Secretary of L3Harris Technologies, Inc.,

a global aerospace and defense technology contractor, with $17 billion in annual revenue.

Prior to its merger with Harris Corporation

in June 2019, Mr.

Danzig served as Vice President, Assistant General Counsel and Assistant Secretary at L3 Technologies, Inc.

had been employed since 2006.

Prior to his employment at L3, Mr.

Danzig served in management positions with Celanese Corporation, a global

chemical and specialty materials company, and The Hertz Corporation, one of the world’s largest vehicle and equipment rental companies.

He received his undergraduate degree from Adelphi University and law degree from Pace University School of Law and is a member of the

New York State Bar.

The Board has determined that Mr.

Danzig is suited to serve due to his extensive legal and corporate governance experience.

Robert Fischell has served as one of GlucoTrack’s directors since 2010.

He also serves on GlucoTrack’s Nominating,

Governance and Compensation Committee.

John Ballantyne

Goode, PhD – Chief Executive Officer,

President and Director

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

He most recently served as Vice President of Product Development

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

Prior to Orchestra, from

2010 until July 2019 Dr.

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

Officer, and Interim Chief Executive Officer.

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

and from 2004 through 2006 Mr.

Goode served as Director of Engineering at Impulse Dynamics.

Prior to that, Mr.

Goode was employed as Director

of Engineering at DexCom and as Senior Engineer at MiniMed.

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

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

Wulff – Chief Financial Officer,

Treasurer and Corporate Secretary

Wulff has served as the Company’s

Chief Financial Officer since January 2025.

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

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

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

Prior to his time at Biological Dynamics, Inc.,

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

to April 2022.

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

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

from January 2005 to May

2008, and CryoCor, Inc.

from May 2001 to May 2004.

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

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

Luis Malavé – Director

Malavé has served

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

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

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

He has extensive expertise in product development, operations,

marketing, strategic partnerships, and US FDA regulatory strategy.

Since October 2017, Mr.

Malavé has served as President of EOFLOW

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

From October 2014 to June

2016, he was COO of Mikroscan Technologies.

Prior to that, Mr.

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

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

Prior to Palyon, he spent nearly a decade

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

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

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

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

Thomas, and an MBA from the University of Maryland.

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

Erin Carter – Director

Carter has served as a director

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

Carter brings 30 years of executive level finance experience

in the medical device industry.

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

at the Mayo Clinic.

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

exceeding $1B.

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

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

In addition, during her tenure at Medtronic

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

growth and multiple acquisitions.

Prior to Medtronic, Ms.

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

and Reporting at UnitedHealth Group.

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

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

During this time, she managed

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

Carter holds a B.S.

in Business Administration

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

Carter’s extensive

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

Robert Fischell –Director

has served as a director of the Company since 2010.

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

and on the Audit Committee.

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

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

in both aerospace and biomedical technology.

His interests at Johns Hopkins then turned to the invention of new medical devices such

as pacemakers and implantable heart defibrillators.

Starting in 1959, Dr.

Fischell began the formation of 14 private companies that licensed

his patents on medical devices.

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

and biomedical technology.

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

heart defibrillators.

Starting in 1969, Dr.

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

These companies include Pacesetter Systems, Inc.

(purchased by Siemens and now part of St.

Jude Medical,

Inc.), IsoStent, Inc.

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

Inc., and Svelte Medical Systems, Inc.

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

pump (which became Minimed, which was sold to Medtronic).

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

election to the National Academy of Engineering in 1989, the Distinguished Physics Alumnus Award of the University of Maryland, and several

medals for distinguished accomplishments in science, engineering and innovation.

Jude Medical, Inc.), IsoStent, Inc.

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

Medical Systems, Inc.

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

Minimed, which was sold to Medtronic).

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

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

accomplishments in science, engineering and innovation.

In 2004, Discover magazine gave Dr.

Fischell their annual

Technology for Humanity award.

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

University in recognition of his many lifesaving inventions.

Fischell their annual Technology for Humanity

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

of his many lifesaving inventions.

From June 2009 until March 2011, Dr.

Fischell was a director of InspireMD,

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

Fischell received his BSME degree from Duke University and MS and Sc.D.

Fischell was a director of InspireMD, Inc.

NSPR), a medical

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

Fischell received his BSME

degree from Duke University and MS and Sc.D.

degrees from the University of Maryland.

At the White House

on May 16, 2016, President Obama presented to Dr.

Fischell the National Medical of Technology and Innovation, the highest award in the

USA for achievements in innovative technology.

The Board has determined that Dr.

Fischell is suited to serve due to his extensive diabetes

and medical device experience.

Malave has served as a Director of the Company since June 22, 2021 and serves on

our Audit Committee and Nominating, Governance and Compensation Committee.

Malavé brings

more than 30 years of leadership experience in the MedTech industry, primarily in diabetes management, spanning all company stages, from

private startups to large-cap publicly listed companies.

He has extensive expertise in product development, operations, marketing, strategic

partnerships, and US FDA regulatory strategy.

Since October 2017, Mr.

Malavé has served as President of EOFLOW 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.

held various senior positions at Medtronic and MiniMed, overseeing product development of various diabetes management devices.

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.

Rapps was appointed as a Director of the Company on July 31, 2019.

He is member of the Audit Committee.

Rapps currently serves

as Director of Venture and Private Equity for a New York based single family office and is the founder of Three Strands Capital Group,

a boutique merchant banking and investment advisory firm.

Previously he served as Head of Investment Banking at Andrew Garrett, Inc.,

a full-service investment bank and wealth management firm.

His experience spans equity and debt financings, mergers and acquisitions,

private placements and IPO’s.

He has extensive expertise with both public and private, emerging growth and lower middle market

companies, and regularly advises CEO’s, CFO’s and Boards of Directors on matters of corporate governance and strategy.

holds the Series 7, 24, 63, and 66 licenses and is a Certified Public Accountant (inactive).

The Board has determined that Mr.

is suited to serve due to his extensive investment banking and public company experience.

Sycoff has served as a Director of the Company since July 8, 2019, and is a member of the Nominating, Governance and Compensation

Sycoff is the founder, Chief Executive Officer and Chairman of the Board of Andrew Garrett, Inc., a full-service investment

bank providing wealth management and corporate advisory services, for which he has served as CEO and Chairman continuously since 1992.

Client sectors include high net worth individuals and early to middle market stage companies.

Sycoff holds Series 7 and 24 licenses.

Sycoff has been actively investing in and advising companies for over 25 years and has extensive experience in the areas of securities

brokerage, Capital Markets, Corporate Advisory and Mergers & Acquisitions.

Sycoff previously served on the board of Brokerage

America and Paragon Industries Corp., an electronics contract manufacturer.

The Board has determined that Mr.

Sycoff is suited to serve

due to his extensive investment banking and public company experience.

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

Carter brings

30 years of executive level finance experience in the medical device industry.

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

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.

EXECUTIVE OFFICERS

table below sets forth the names and ages of our executive officers as of the date of this Registration Statement and all positions with

the Company presently held by each such person.

Immediately following the table is biographical information for each of our executive

officers, including the positions held by, and principal areas of responsibility of, each such person during the last five years.

Executive Officer

Financial Officer

President of Engineering

President of Technology

President of Marketing

V Goode, PhD 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 Paul served in several executive

roles at EndoStim, including Senior Vice President of R&D, Chief Technology Officer, and Interim CEO.

From 2006 through 2010 he served

as VP of Research and Development at Metacure and from 2004 through 2006 Mr.

Goode served as Director of Engineering at Impulse Dynamics.

Prior to that, Mr.

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

Paul received his BS, MS

and PhD degrees from North Carolina State University.

S Cardwell appointed October 11, 2023 has over 16 years of experience as a Chief Financial Officer and Chief Operating Officer

with a concentration in both SEC financial reporting and tax compliance.

He has served as the Chief Operating Officer of the CFO Squad

LLC, an accounting firm, since July 2015.

In connection with his role at the CFO Squad LLC, he also served as interim Chief Financial

Officer at several public entities and currently serving including Cerro de Pasco Resources, Inc.

(CSE:CDPR), a Canadian mining company;

Stemtech Corporation (OTC:GNTW) , a nutrition supplement company;

and previously served as CFO for NanoVibronix, Inc.

a medical device company;

Esports Entertainment Group (Nasdaq:

GMBL), an esports and online gambling company;

Artemis Acquisition Corporation,

a SPAC in the Healthcare Industry and others.

Cardwell started his public accounting career at Arthur Andersen & Co.

Cardwell has extensive experience in corporate structure, financial reporting and modelling, mergers and acquisition, quality of

earnings and business analysis, SEC reporting, tax and compliance.

P Thrower joined the Company in December 2021 as its second U.S.

He is a seasoned engineering and global product development

leader with a track record of successfully leading large healthcare technology-focused projects across multiple geographies from prototype

design through clinical trials and FDA submissions.

From June 2019 until December 2021, he held senior positions at Sterling Medical

Devices and from 2005 to June 2019 he held various senior positions at Mindray DS USA Inc.

Prior to that Mr.

Thrower was a senior software

and electrical engineer at DexCom, Inc.

He earned his bachelor’s degree in both Electrical Engineering and Computer Engineering,

as well as his MSc and PhD in Electrical Engineering from North Carolina State University.

He is a published author in numerous industry

publications and is a named inventor on over 120 patents.

Tapsak, PhD joined the Company in September 2022 as its Vice President of Technology.

Mark brings over 25 years of experience

in the diabetes industry as a medical device research scientist, focused on polymer synthesis, polymer characterization, medical device

design and intellectual property.

At GlucoTrack, he will lead the recently announced R&D program for a novel implantable CGM for those with Type 1 diabetes.

Mark joins the Company from Diabetic Health, Inc., a developer of specialty

coatings utilized in continuous glucose monitoring sensors and insulin infusion sets, where he served as President.

Over his career,

Mark held senior positions at several diabetes management companies including as Senior Scientist at DexCom where he oversaw sensor electrochemical

performance, biointerface design and membrane technology, and as Senior Chemist at Medtronic, Inc.

He has also taught as a Professor

of Chemistry and Biochemistry and served as the Assistant Dean of Science and Technology and as Dean of Graduate Programs and Sponsored

Research at Bloomsburg University.

He has authored dozens of industry publications with thousands of citations and is a named inventor

of 68 patents, of which over 50 are DexCom assigned patents.

He received his Bachelor of Educational Studies in Chemistry and Photographic

Sciences from St.

Cloud State University and his PhD in Polymer Chemistry from the University of Southern California.

Benjamin joined the Company in July 2023 as its Vice President of Marketing.

Drinda has 25 years of experience in the medical

device industry from diabetes to surgical robotics.

She brings extensive diabetes device experience with a focus on the commercialization

of health technology.

Within diabetes, she has past experiences in product development, strategic marketing, and both upstream and downstream

marketing in the areas of blood glucose monitoring, CGM, insulin delivery and closed loop systems.

joins the company from Intuity Medical where she developed and executed commercial strategies for a novel integrated blood glucose monitoring

Prior to this, she led business development, partnership strategy and closed loop system programs for Senseonics, manufacturer

of the 1st implantable CGM launched in the US and Europe.

She has also held marketing roles with Abbott Diabetes Care and Medtronic Diabetes.

Drinda has an M.B.A.

from Georgetown University’s McDonough School of Business and a Bachelor of Science in Engineering degree

from Princeton University.

maintain a Code of Business Conduct and Ethics (“Code”) that applies to all employees, including our principal executive

officer, principal financial officer, principal accounting officer, controller and persons performing similar functions, and including

our independent directors, who are not employees of the Company, with regard to their Integrity-related activities.

The Code incorporates

guidelines designed to deter wrongdoing and to promote honest and ethical conduct and compliance with applicable laws, rules and regulations.

The Code also incorporates our expectations of our employees that enables us to provide accurate and timely disclosure in our filings

with the SEC and other public communications.

In addition, the Code incorporates guidelines pertaining to topics such as complying with

applicable laws, rules, and regulations;

insider trading;

reporting Code violations;

and maintaining accountability for adherence to

The full text of our Code is published on our web site at http://www.integrity-app.com/investor-relations/corporate-governance/

and is incorporated by reference herein.

We intend to disclose future amendments to certain provisions of our Code, or waivers of such

provisions granted to our principal executive officer, principal financial officer, principal accounting officer or controller and persons

performing similar functions on our web site.

Except as expressly stated herein, the information contained on our website does not constitute

a part of this Report and is not incorporated by reference herein.

Audit Committee consists of Erin Carter, who is the chair of the committee, Shimon Rapps, and Luis Malave.

Our Board has determined that

each of the members of our Audit Committee satisfies the Nasdaq Marketplace Rules and SEC independence requirements.

The functions of

this committee include, among other things:

the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent

auditors or engage new independent auditors;

and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” and discussing the statements and reports with our

independent auditors and management;

with our independent auditors and management significant issues that arise regarding accounting principles and financial statement

presentation and matters concerning the scope, adequacy, and effectiveness of our financial controls;

and approving, in accordance with the Company’s policies, any related party transaction as defined by applicable rules and

our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk

management is implemented;

and evaluating on an annual basis the performance of the audit committee, including compliance of the audit committee with its charter.

Board has determined that Erin Carter qualifies as an “audit committee financial expert” within the meaning of applicable

SEC regulations and meets the financial sophistication requirements of the Nasdaq Marketplace Rules.

In making this determination, the

Board has considered her 30 years’ extensive financial experience and business background.

Both our independent registered public

accounting firm and management periodically meet privately with our Audit Committee.

Trading Policy

January 1, 2024, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities

by directors, officers, and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations,

and applicable Nasdaq listing standards (the “Insider Trading Policy”).

foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

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

presented to Dr.

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

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

Balo – Director

Balo has served as a director of the Company since June 2024.

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.

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

to serve on the Board of Directors.

Allen Danzig – Director

Danzig has served on our

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

Danzig most recently served

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

contractor, with $17 billion in annual revenue.

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

Danzig served as Vice President,

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

where he had been employed since 2006.

Prior to his employment

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

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

He received his undergraduate degree from

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

Danzig’s extensive

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

John Ballantyne – Director

Ballantyne has served on our Board since September 2024.

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

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

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

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

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

Ballantyne has developed relationships across

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

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

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

Ballantyne’s extensive

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

with Section 16(a) of the Exchange Act

16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of a registered

class of the Company’s equity securities, to file with the SEC reports of beneficial ownership and reports of changes in beneficial

ownership in the Company’s securities.

Based solely upon a review of Forms 3, 4 and 5, and amendments thereto, filed electronically

with the SEC during the year ended December 31, 2023, the Company believes that all Section 16(a) filings applicable to its directors,

officers, and 10% stockholders were filed on a timely basis during the year ended December 31, 2023, except that Erin Carter filed one

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

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

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

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

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

the following transactions on a timely basis:

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

a Form 3 filing for Andrew Balo that was due on June 14, 2024, which was filed on March 28, 2025;

a Form 3 filing for the John

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

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

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

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

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

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

a Form 4 for Paul Goode disclosing

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

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

note on July 18, 2024, was not filed;

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

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

2024, was not filed;

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

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

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

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

a Form 4 for Erin Carter

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

a Form 4 for Erin Carter reporting the acquisition

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

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

a Form 4 for John Ballantyne reporting the purchase of

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

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

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);

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

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

a Form 4 for Luis

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

a Form 4 for Luis Malave reporting the

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

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

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

(each of the aforementioned transactions by Luis

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

of Ethics and Business Conduct

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

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

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

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

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

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

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

for Stockholders to Recommend Director Nominees

have been no material changes to the procedures by which security holders may recommend nominees to our Board.

Committee Information

Company’s Board has a standing Audit Committee.

Our Audit Committee

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

Robert Fischell.

Our Board has determined that each of these directors

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

The Board has determined that Ms.

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

Trading Policy

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

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

The Company believes that its Insider Trading Policy is

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

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

Executive Compensation

following table sets forth the compensation paid to our officers for the years ended December 31, 2023 and 2022.

This information includes

the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

The compensation

discussed addresses all compensation awarded to, earned by, or paid to named executive officers.

Name and Principal Position

Equity Awards (1)

The following discussion contains

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

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

materially from currently planned programs as summarized in this discussion.

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

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, 2024 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, 2024,

whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2024.

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

area named in the “Summary Compensation Table” below.

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

Goode, the Company’s Chief Executive Officer.

No other executive officer of the Company received total compensation during

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

Summary Compensation Table

The following table sets forth

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

Name and Position

Stock Awards ($)

Option Awards ($) (1)

Non-Equity Incentive Plan Compensation ($)

Non-qualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Chief Executive Officer

James Thrower

Vice President of Engineering

Mark Tapsak, PhD

Vice President of Technology

Chief Financial Officer

accordance with SEC rules, the amounts in this column reflect the dollar amounts to be recognized for financial statement reporting

purposes with respect to the years ended December 31, 2023 and 2022 in accordance with ASC Topic 718.

Fair value is based on the

Black-Scholes option pricing model using the market price of the underlying shares at the grant date.

The Company recognized $131,237

of stock compensation expense related to Common Stock due to Paul Goode after satisfying the first performance milestone of the Intellectual

Property Purchase Agreement signed in October 2022.

This milestone was the successful completion of the Feasibility Phase for the

Glucotrack CBGM project.

Kahn received $62,500 as compensation for services during the April 2023 financing and $36,000 severance as part of her separation

agreement with the Company.

and Consulting Agreements

October 11, 2023, in connection with Mr.

Cardwell’s appointment as the Company’s Chief Financial Officer, Mr.

Cardwell entered

into a consulting agreement (the “Cardwell Consulting Agreement”) with the Company.

Pursuant to the terms of the Cardwell

Consulting Agreement, Mr.

Cardwell will perform all duties typically required of a Chief Financial Officer.

As compensation for his services,

the Company shall pay Mr.

Cardwell One Thousand Five Hundred Dollars ($1,500) per month.

The Cardwell Consulting Agreement is for a term

Either party may terminate the agreement upon thirty (30) day written notice.

July 21, 2023, entered into an employment agreement with Drinda Benjamin as its Vice President of Marketing.

Under the terms of the agreement,

the Company agrees to pay base salary of $215,000 per annum and subject to annual increases or 3%.

The Company also granted 222,016 options

to purchase Common Stock at $1.36 per share which vests monthly over three years.

Drinda Benjamin is eligible to receive an annual bonus

of up to 15% of the base salary, to be paid in cash, as reasonably determined by the Compensation Committee.

There was no accrued bonus

Equity Awards at Fiscal Year-End Table

Option Awards

Number of securities underlying outstanding options (#) exercisable

Number of securities underlying outstanding options (#) unexercisable

Option exercise price ($)

Option expiration date

Mark Tapsak, PhD

Drinda Benjamin

Fees earned and paid in cash ($)

Fees earned and paid Stock awards ($)

Narrative to the Summary Compensation Table

Annual Base Salary

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

The base salary payable to our named

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

and responsibilities.

Equity Compensation

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

their interests with the interests of our shareholders.

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

years subject to continued service.

Executive Compensation Arrangements

Employment Agreement

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

19, 2021, Paul V.

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

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

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

to build the U.S.

infrastructure in preparation for the U.S.

clinical trials of the Company.

He devotes such time as necessary to perform

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

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

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

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

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

Goode Effective Date.

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

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

Outstanding Equity Awards as of December 31, 2024

The following

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

Number of Securities Underlying Unexercised Options

(#) Exercisable

(#) Unexercisable

Director Compensation

Decisions regarding the compensation

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

the Compensation Committee.

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

Fees Earned or Paid in Cash

Stock Awards ($)

All Other Compensation ($)

Robert Fischell

John Ballantyne

Shimon Rapps (1)

Andrew Sycoff (1)

pay each of our non-employee directors an annual retainer either in cash or stock, at the director’s election, for service on the

All retainers are payable in arrears in four equal quarterly installments.

The retainers paid to non-employee directors for service

on the Board is $70,000 per year in 2023 and there is no additional fee for committee service.

Beginning in 2024, compensation to Board

members increased to $100,000 and the Chairman increased to $120,000.

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

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

table below sets forth information regarding the beneficial ownership of our Common Stock by (i) our directors and named executive officers

(including persons who served as principal executive officer and principal financial officer during a portion of the fiscal year ended

December 31, 2023) and all the named executives and directors as a group and (ii) any other person or group that to our knowledge beneficially

owns more than five percent of our outstanding shares of Common Stock.

information contained in this table is as of March 4, 2024.

At that date, we had 26,756,369 shares of Common Stock outstanding.

person is deemed to be a beneficial owner of shares if he has the power to vote or dispose of the shares.

This power can be exclusive

or shared, direct or indirect.

In addition, a person is considered by SEC rules to beneficially own shares underlying options or warrants

that are presently exercisable or that will become exercisable within sixty (60) days.

Authorized for Issuance under Share-Based Compensation Plans

Equity Compensation Plan Information

The following

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

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

Plan Category

Number of Securities

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

Weighted-Average

Exercise Price of Outstanding Options, Warrants or Rights

Number of Securities

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

Equity compensation plans approved by shareholders

Equity compensation plans not approved by

Summary of Material Terms

of the 2024 Equity Incentive Plan

The following

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

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

by the stockholders on April 26, 2024.

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

filed as an exhibit to this Annual Report.

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

monetary payments based on the value of such shares.

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

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

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

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 13 individuals are eligible to participate in the 2024 Plan.

Administration

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

pursuant to the terms of the 2024 Plan.

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

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

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

of the 2024 Plan.

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

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

Share Reserve

to 26,756 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.

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

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

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.

Upon exercise

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

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

were purchased in the open market.

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

by means of a broker-assisted cashless exercise.

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

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

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

Stock Appreciation Rights.

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

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.

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

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

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

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

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

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

dividends, if applicable.

Restricted Stock Units .

Restricted stock units are the

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

specified by the plan administrator.

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

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

The plan administrator

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

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

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

The value of the restricted stock units may be paid in

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

of restricted stock units will have no voting rights.

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

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

Such right entitles the holder to

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

equivalents may be converted into additional restricted stock units.

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

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

Prior to distribution, any dividend equivalents

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

Other Stock-Based Awards .

Other stock-based

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

outside of the 2024 Plan.

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

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

voting rights.

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

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

Equitable Adjustments

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

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

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.

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

of ten (10) years.

Amendment and Termination

may amend or terminate the 2024 Plan at any time.

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

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

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

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

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

Material United States Federal Income Tax Considerations

The following

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

federal income tax considerations related to awards and certain transactions

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

This summary deals with the

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

It does not describe all federal tax consequences

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

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

in nature and is not complete.

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

may vary in individual circumstances.

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

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

Income Security Act of 1974, as amended.

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

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

tax reporting obligations.

Incentive Stock Options .

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

If shares of Common Stock issued

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

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

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

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

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

The exercise of an incentive

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

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

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

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

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

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

Nonqualified Options .

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

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

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

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

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

how long the shares of Common Stock have been held.

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

option is paid by tendering shares of Common Stock.

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

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

Stock Appreciation Rights,

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

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

(i) stock appreciation

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

(ii) nontransferable restricted stock subject

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

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

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

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

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

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

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

The participant’s

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

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

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

on the day after they are transferred to the participant.

Parachute Payments .

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

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

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

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

Section 409A .

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

apply to an award under the 2024 Plan.

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

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

right was granted.

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

Restricted stock units are subject to Section 409A

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

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

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

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

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

This amount would also be subject

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

Ownership of Certain Beneficial Owners and Management

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

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

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

The table is based upon information

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

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

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

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

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

with respect to those securities.

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

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

of the Evaluation Date.

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

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

percentage ownership of any other person.

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

17 North, Ste.

800, Rutherford, NJ 07070.

Name of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Ownership

Named Executives and Directors

Drinda Benjamin

Named Executive Officers and Directors

Robert Fischell

James Cardwell

Andrew Sycoff

James Thrower

All directors and Named Executive Officers as a group (11 persons)

Over 5% Shareholders

John A Ballentyne Rev Trust 08/01/2017

Alma Diversified Holdings LLC

Over 5% Shareholders

* Less than 1%.

61,680 options deemed vested within 60 days of March 4, 2024.

Ownership includes (i) 31,734 shares of Common Stock owned individually, (ii) 3,316 owned jointly by Dr.

Fischell and his wife;

3,197 Options deemed vested within 60 days of March 4, 2024.

Ownership includes (i) 101,950 shares of Common Stock owned individually and (ii) 273,060 Options deemed vested within 60 days of March

Ownership includes only 10,598 shares of Common Stock owned individually.

SDR Diversified Holdings, LLC, an entity owned by Leah Rapps,

the wife of Shimon Rapps, owns 1,009,354 shares of common stock.

Leah Rapps has voting control and investment power over SDR Diversified

Holdings, LLC.

Rapps also owns 10,598 shares in her personal name.

Rapps disclaims beneficial ownership in the shares and warrants

held by his wife and by SDR Diversified Holdings, LLC.

Ownership includes:

(i) 76,279 shares of common stock owned by Mr.

and (ii) 116,501 common stock owned by Andrew Garrett, Inc.

Sycoff has voting power and investment control over the shares of common stock held by Andrew Garrett, Inc.

Alma Diversified Holdings

LLC, an entity owned by Sharon Sycoff, the wife of Mr.

Sycoff owns 2,575,938 shares of common stock.

Sharon Sycoff has voting power and

investment control over the shares held by Alma Diversified Holdings LLC and Mr.

Sycoff disclaims beneficial ownership in the shares

held by Alma Diversified Holdings LLC.

Ownership includes:

(i) 50,000 shares of common stock owned by Tapsak Enterprises LLC (ii) 1,500 shares of common stock owned by Stephen

Tapsak, son of Mark Tapsak, and iii) 91,860 Options deemed vested within 60 days of March 4, 2024.

Tapsak Enterprises LLC is jointly

owned by Mark Tapsak and his wife, Karena Tapsak.

211,294 Options deemed vested within 60 days of March 4, 2024.

Ownership includes:

(i) 1,396 shares of common stock owned individually and (ii) 5,098,770 owned by John A.

3,121,871 (7)

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

3,356,234 (8)

5% or Greater Stockholders

Ballantyne Rev Trust 08/01/2017

3,117,745 (9)

Indicates less than one

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

Includes (i) 3,277 shares

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

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

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

Includes (i) 6,886 warrants

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

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

Includes (i) 2,078 warrants

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

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

Includes (i) 32 shares

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

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

stock held directly by Dr.

Includes 4,490 unissued

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

Includes (i) 1,498 unissued

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

held directly by Mr.

Includes (i) 4,126 unissued

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

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

Revocable Trust 08/01/2017.

Includes (i) an aggregate

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

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

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

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

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

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

owned by John A.

Ballantyne Revocable Trust 08/01/2017.

The address of John A.

Ballantyne Rev Trust 08/01/2017 is 7410 Claire Drive South, Fargo ND 58104.

Ballantyne has

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

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

South, Fargo ND 58104.

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

Ballantyne Rev Trust

Ownership includes 2,087,130 shares of common stock held by Sabby Volatility Warrant Master Fund, Ltd.

Hal Mintz has control over Sabby

Management LLC that has voting and control over the shares held by Sabby Volatility Warrant Master Fund, Ltd.

The address of Sabby Volatility

Warrant Master Fund, Ltd.

is c/o Ogier Fiduciary Services (Cayman) Limited 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007 Cayman Islands.

Ownership includes 2,575,938 directly by Alma Diversified Holdings LLC.

The address of Alma Diversified Holdings LLC is 1294 Albany Post

Rd, Gardiner NY 12525.

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.

Certain Relationships and Related Transactions, and Director Independence

February 13, 2024, the Company entered into an Exchange Agreement with Andrew Garrett Inc and affiliates (the “Holders”),

pursuant to which the Company and the Holders agreed to replace 4,381,953 warrants exercisable to common shares owned by the Holders

in exchange for 3,593,203 shares of Common Stock to be issued by the Company.

October 7, 2022, the Company announced that it has acquired certain intellectual property related to a long-term implantable continuous

blood glucose monitor (“CBGM”) from Paul V.

Goode, the Chief Executive Officer and that it intends to develop the technology

to address the growing Type 1 and insulin-dependent Type 2 diabetes market.

Tapsak, Officer was also providing services including the laboratory and consultants via Tapsak Enterprises, LLC to the Company.

the consultants have become employees of the Company, and the laboratory has been leased directly by the Company and Tapsak Enterprises

will have limited, or no related party transactions in 2024.

Cardwell, an officer and CFO is also the COO of CFO Squad LLC providing financial reporting services to the Company.

Board has evaluated each of its directors’ independence from the Company based on the definition of “independence”

established by Nasdaq and has determined that e ach of the current members of GlucoTrack’s

Board of Directors is independent directors.

The Board has further determined that each member of our Audit Committee, Compensation

Committee and Nominating and Corporate Governance Committee is “independent” under applicable Nasdaq rules.

Board has also determined that each member of our audit committee is “independent” for purposes the Exchange Act.

its evaluation of each director’s or nominee’s independence from the Company, the Board reviewed whether any transactions

or relationships currently exist or existed during the past year between each director or nominee and the Company and its subsidiaries,

affiliates, equity investors, or independent registered public accounting firm, and whether there were any transactions or relationships

between each director or nominee and members of the senior management of the Company or their affiliates.

than as listed below, during 2024 and 2023, 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 2024 and 2023 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 50

and “ Director Compensation ” on page 51.

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.

Under IP Purchase Agreement

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

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

Goode sold, assigned, transferred, conveyed and

delivered to the Company the

Purchased Assets:

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

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.

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.

Goode on 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.

Private Placement

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 $126.0 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.

June 27 Private Placement

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 $100,000 (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 June 27, 2024.

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:

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.

18 Private Placement

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

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

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

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”).

30 Private Placement

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

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

amount of 4,000,000.

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

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

30 Maturity Date.

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

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.

Private Offering

In the Concurrent Private Offering,

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

under the July 30 Note.

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

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

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

the Nasdaq Capital Market on November 12, 2024.

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 of $304,494.

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”).

Principal Accountant Fees and Services

Kanne served as the independent registered public accounting firm to audit our books and accounts for the fiscal years ended December

31, 2022 and 2023.

table below presents the aggregate fees billed for professional services rendered by Fahn Kanne for the year ended December 31, 2023

Grant Thornton Israel has served as the independent registered public accounting firm for the Company for 2024 and 2023.

following table sets forth the fees billed to the Company by Fahn Kanne & Co.

Grant Thornton Israel for 2024 and 2023.

(in thousands)

Audit Fees (1)

Audit-Related Fees

All Other Fees

the above table, “audit fees” are fees billed for services provided related to the audit of our annual financial statements,

quarterly reviews of our interim condensed financial statements, and services normally provided by Fahn Kanne in connection with regulatory

filings or engagements for those fiscal periods.

“Tax fees” consist of amounts billed by an associated entity of Fahn Kanne

for services in connection with the preparation of our federal and state tax returns.

Exhibits, Financial Statement Schedules.

financial statements of the Company filed herewith are set forth in Part II, Item 8 of this report.

(1) Represents,

for each year, fees for services related to the Company’s annual financial statement audit and quarterly reviews.

Under its charter, the Company’s Audit Committee must review and

pre-approve both audit and permitted non-audit services provided by the Company’s independent registered public accounting firm

and shall not engage the independent registered public accounting firm to perform any non-audit services prohibited by law or regulation.

The independent registered public accounting firm’s retention to audit the Company’s financial statements, including the associated

fee, is subject to approval each year by the Audit Committee.

The Audit Committee does not regularly evaluate potential engagements of

the independent registered public accounting firm and approve or reject such potential engagements.

At each Audit Committee meeting, the

Audit Committee receives updates on the services actually provided by the independent registered public accounting firm, and management

may present additional services for pre-approval.

Exhibits and Financial Statement Schedules

Documents filed as part of this Annual Report

All financial statements

Report of Independent Registered Public Accounting Firm*

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

Notes to Consolidated Financial Statements

Fahn Kanne & Co., PCAOB Firm ID No.

Financial Statement Schedules

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.

Exhibits required by Item 601 of Regulation S-K

following documents are filed as exhibits to this registration statement:

Merger Agreement and Plan of Reorganization, dated as of May 25, 2010, by and among Integrity Applications, Inc., Integrity Acquisition Ltd.

Integrity Applications Ltd.

of Incorporation of Integrity Applications, Inc.

(incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Certificate of Incorporation of Integrity Applications, Inc.

(incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Certificate of Amendment to Certificate of Incorporation of Integrity Applications, Inc.

(incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Bylaws of Integrity Applications, Inc.

(incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Certificate of Amendment to Certificate of Incorporation of Integrity Applications, Inc.

Amendments to The Company’s Certificate of Incorporation **

Specimen Certificate Evidencing Shares of Common Stock (1)

Form of Common Stock Purchase Warrant (1)

Form of Series A Securities Purchase Agreement (2)

Form of Series A Common Stock Purchase Warrant (2)

Form of Series A Registration Rights Agreement (2)

Certificate of Designation of Preferences and Rights of Series A 5% Convertible Preferred Stock (2)

Form of Series B Securities Purchase Agreement (3)

Form of Series B-1 Common Stock Purchase Warrant (3)

Form of Series B-2 Common Stock Purchase Warrant (3)

Form of Series B Registration Rights Agreement (3)

Certificate of Designation of Preferences and Rights of Series B 5.5% Convertible Preferred Stock (3)

Form of Series C Securities Purchase Agreement (6)

Form of Series C-1 Common Stock Purchase Warrant (6)

Form of Series C-2 Common Stock Purchase Warrant (6)

Form of Series C Registration Rights Agreement (6)

Certificate of Designation of Preferences and Rights of Series C 5.5% Convertible Preferred Stock (6)

Form of Series D Securities Purchase Agreement (10)

Form of Series D-1 Common Stock Purchase Warrant (10)

Form of Series D-2 Common Stock Purchase Warrant (10)

Form of Series D-3 Common Stock Purchase Warrant (10)

Form of Series D Registration Rights Agreement (10)

Form of Prefunded Warrant (12)

(incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Integrity Applications, Inc.

on April 23, 2020)

Amendments to The Company’s Certificate of Incorporation (incorporated by reference to Exhibit 3.5 to the Annual Report on Form 10-K filed by Glucotrack, Inc.

on March 28, 2024)

First Amendment to Bylaws dated June 14, 2024 (incorporated by reference to Exhibit 3.01 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on June 20, 2024)

Certificate of Amendment to Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on May 17, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on May 20, 2024)

Certificate of Amendment of Certificate of Incorporation of Glucotrack, Inc., dated January 3, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on January 7, 2025)

Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on February 3, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on February 4, 2025)

Description of Registrant’s Securities

Specimen Certificate Evidencing Shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on July 1, 2024)

Form of Warrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on July 31, 2024)

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Form of Series A Common Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Form of Series B Common Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Integrity Applications, Inc.

2010 Incentive Compensation Plan (1)

2010 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Amendment No.

1 to Integrity Applications, Inc.

2010 Incentive Compensation Plan (11)

2010 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Integrity Applications, Inc.

on March 23, 2016)

Amendment No.

2 to Integrity Applications, Inc.

2010 Incentive Compensation Plan (9)

Form of Director and Officer Indemnification Agreement (1)

Personal Employment Agreement, dated as of October 19, 2010, between A.D.

Integrity Applications Ltd.

and Avner Gal (1)

Letter Agreement, effective as of April 7, 2017, among Integrity Applications, Inc., A.D.

Integrity Applications Ltd., and Avner Gal (9)

Amended and Restated Personal Employment Agreement, effective as of April 7, 2017, between A.D.

Integrity Applications Ltd.

and David Malka (9)

Irrevocable Undertaking of Indemnification, dated as of July 26, 2010, by and among Integrity Applications, Inc., Avner Gal, Zvi Cohen, Ilana Freger, David Malka and Alexander Raykhman (1)

Investment Agreement, dated February 18, 2003, between A.D.

Integrity Applications Ltd., Avner Gal, Zvi Cohen, David Freger and David Malka and Yigal Dimri (1)

Form of Stock Option Agreement (1)

Form of Stock Option Agreement (ESOP) (1)

2010 Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Integrity Applications, Inc.

on April 13, 2017)

Form of Stock Option Agreement (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Form of Stock Option Agreement (ESOP) (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on August 22, 2011)

Letter of Approval, addressed to Integrity Applications Ltd.

from the Ministry of Industry, Trade and Employment of the State of Israel (5)

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)

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.

Investment Agreement, dated March 16, 2004, by and among A.D.

Integrity Applications Ltd., Yitzhak Fisher, Asher Kugler and Nir Tarlovsky.

Form of Underwriting Agreement, dated April 13, 2023, between GlucoTrack, Inc.

and Aegis Capital Corp.

(incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 filed by Integrity Applications, Inc.

on November 10, 2011)

Consulting Agreement, dated October 11, 2023, by and between GlucoTrack, Inc.

Cardwell (13)

Cardwell (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on October 12, 2024)

Form of Exchange Agreement, dated February 13, 2024, by and among GlucoTrack, Inc.

and certain holders thereof (14)

Consulting Agreement, dated August 1, 2019, by and between Integrity Applications, Inc.

and Jolie Kahn (15)

and certain holders thereof (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on February 16, 2024)

Employment Agreement, dated October 19, 2021, by and between Integrity Applications, Inc.

Code of Ethics (7)

Insider Trading Policies and Procedures, adopted March 22, 2024.***

Subsidiaries of Integrity Applications, Inc.

Consent of Grant Thornton Israel

Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 ***

Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 ***

Goode (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Integrity Applications, Inc.

on October 25, 2021)

Employment Agreement, dated January 29, 2025, by and between Glucotrack, Inc.

and Peter Wulff (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on January 29, 2025)

Form of Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on July 1, 2024)

Form of Promissory Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on July 1, 2024)

Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on July 22, 2024)

Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on July 31, 2024)

Placement Agent Agreement, dated November 13, 2024, between the Company and Dawson James Securities, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Glucotrack, Inc.

2024 Equity Incentive Plan (incorporated by reference to Appendix A of Glucotrack, Inc.’s DEF 14A filed with the Commission on April 1, 2024)

Form of Lock-up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Securities Purchase Agreement, dated November 13, 2024, by and between the Company and John A.

Ballantyne Revocable Trust DTD 8/1/2017 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 14, 2024)

Form of Support Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on November 18, 2024)

At-the-Market Sales Agreement, dated December 17, 2024, by and between Glucotrack, Inc.

and Dawson James Securities, Inc.

(incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by Glucotrack, Inc.

on December 17, 2024)

Insider Trading Policies and Procedures, adopted March 22, 2024 (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K filed by Glucotrack, Inc.

on March 28, 2024)

Subsidiaries of the Registrant

Consent of Fahn Kanne & Co., an Independent Public Accounting Firm

Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023 (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by Glucotrack, Inc.

on March 28, 2024)

Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 ***

Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer, pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 ***

Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023.***

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Page Interactive Data File (embedded within the Inline XBRL document)

filed as an exhibit to the Company’s Registration Statement on Form S-1, as filed with the SEC on August 22, 2011.

filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on March 18, 2013.

filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on September 5, 2014.

filed as an exhibit to Amendment No.

1 to the Company’s Registration Statement on Form S-1, as filed with the SEC on October

filed as an exhibit to Amendment No.

3 to the Company’s Registration Statement on Form S-1, as filed with the SEC on November

Previously filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on April

filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with

the SEC on March 31, 2017.

Previously filed as an exhibit to the Company’s Registration Statement on Form S-1, as filed with the SEC

on November 7, 2017.

filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on April 15, 2017

filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with

the SEC on March 7, 2018.

filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on March 23, 2016.

filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on April 17, 2023.

filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on October 12, 2023.

filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on February 16, 2024.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on August

Previously filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on April

Previously filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on October

Plan or Arrangement or Management Contract.

to the requirements of Section 13 or 15(d) 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 as of March 28, 2024.

Executive Officer (Principal Executive Officer)

James Cardwell

Financial Officer (Principal Financial Officer)

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.

James Cardwell

Financial Officer

Executive and Financial Officer and Principal Accounting Officer)

Robert Fischell

Financial Statements

of December 31, 2023

Report of Independent Registered Public Accounting Firm – PCAOB ID NUMBER 1375

Financial Statements

Balance Sheets

Statements of Operations and Comprehensive Loss

Statements of Changes in Stockholders’ Equity

Statements of Cash Flows

Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

Code of Ethics

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

XBRL Taxonomy Extension Schema Document

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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.

Form 10-K Summary

TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Fahn Kanne & Co., PCAOB Firm ID No.

Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Hamasger Street

8 unchanged sentences

have audited the accompanying consolidated balance sheets of Glucotrack Inc.

(the “Company”) as of December 31, 2023 and

2022, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows

for each of the two years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period

ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

a Delaware corporation (the “Company”) as

of December 31, 2024, and 2023, the related consolidated statements of operations and comprehensive loss, changes in

stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes

(collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and

the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with

accounting principles generally accepted in the United States of America .

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1B to the financial statements, the Company has incurred net losses and negative cash flows from its operations and comprehensive

loss since its inception and as of December 31, 2023, there is an accumulated deficit of $109,853.

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.

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.

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 audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with

respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

14 unchanged sentences

provide a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that

was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that

were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material

to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

1 unchanged sentence

of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are

not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or

disclosures to which it relates.

described further in Note 1B, the Company has not yet generated significant revenues from its previous product and the development and

commercialization of its current product is expected to require substantial additional expenditures.

Thus, the Company is dependent upon

external sources for financing its operations.

As of December 31, 2023, the Company has incurred accumulated deficit of $109,853.

the Company has generated recurring operating losses and negative operating cash flow.

As of December 31, 2023, the remaining balance

of cash and cash equivalents was determined by the Company’s management as insufficient for the Company to realize its business

not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or

disclosures to which they relate.

The accounting and valuation of warrant derivative

As described further in Notes 4F, 4G and 4J to the

consolidated financial statements, the Series A warrants, and Series B warrants issued by the Company in November 2024, as part of a package

issuance (hereinafter – “the Warrants”), include certain features that management has determined to preclude such financial

instruments from being considered as indexed to the company’s own stock and accordingly, the Warrants are accounted for as warrant

derivative liability.

In evaluating whether the Warrants are deemed indexed to the company’s own equity, the management used the

assistance of a third-party accounting expert.

The Warrants were recognized upon initial recognition and on each reporting date at fair

value with changes in fair value reported in earnings.

As the Warrants are not traded on a public exchange, the Company is required to

estimate their fair value based on a valuation technique.

Upon initial recognition and at each reporting date,

management, with the assistance of a third-party appraiser, performs a fair value measurement using option pricing model with inputs that

include the exercise price, share prices risk-free interest rates, term to expiration and volatility.

Because certain inputs used to determine

the fair value of option contracts are unobservable (principally implied volatility) and require the management to use Judgments and assumptions,

the Company has categorized the warrant derivative liability as Level 3 fair value measure.

On December 31, 2024, the fair value of the Company’s warrant derivative liability was $17,421 thousands and, in the year, ended

December 31, 2024, the company recognized loss from changes in fair value in earnings in the amount of $798 thousands.

We identified the accounting and the valuation of the Warrants as a critical audit matter.

The principal considerations for our determination

that the accounting and the valuation of the Warrants is a critical audit matter are due to the high degree of auditor judgment, effort

and subjectivity in performing procedures and evaluating management’s accounting analysis and the estimates and assumptions.

the complexity of the accounting of financial instruments involved, the subjective nature and judgment applied by management, auditing

these accounting treatment and estimates required a high degree of auditor judgment and an increased extent of effort including the use

of specialists.

Our audit procedures related to the accounting

and the valuation of the warrant derivative liability included the following, among others.

We evaluated the appropriateness of the option

pricing model;

tested the completeness, accuracy and relevance of underlying data used in the model;

and evaluated the reasonableness

of significant assumptions used by management, including mainly implied volatility.

Our evaluation involved evaluating whether the assumptions

used by management were reasonable.

We utilized a valuation specialist and an accounting expert to assess the accounting analysis and

the appropriateness of the option pricing model used by the company and to assist us with testing the assumptions in the model.

described further in Note 1B to the consolidated financial statements, the Company has not yet generated significant revenues from

its previous product and the development and commercialization of its current product is expected to require substantial additional

expenditures.

Thus, it was determined by Company’s management that the Company is dependent upon external sources for

financing its operations.

As of December 31, 2024, the Company has incurred an accumulated deficit of $132,450.

Furthermore, the

Company has generated recurring operating losses and negative operating cash flow.

As of December 31, 2024, the remaining balance of

cash was determined by the Company’s management as insufficient for the Company to realize its business

plans for the twelve-month period subsequent to the reporting period.

Accordingly, the Company’s management has determined that

these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Accordingly, the Company’s management has determined

that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Company plans to finance its operations through the sale of equity and/or debt securities.

9 unchanged sentences

audit procedures related to this matter included the following, among others.

We reviewed and evaluated management’s plans for dealing

with the adverse effect of these conditions and events.

We inquired Company management and reviewed the company records to assess whether

there are additional factors that might contribute to the uncertainties disclosed.

We evaluated the reasonableness of significant assumptions

used by management in its determination.

We assessed whether the Company’s determination that there is substantial doubt about

its ability to continue as a going concern was adequately disclosed.

We reviewed and evaluated management’s plans for

dealing with the adverse effect of these conditions and events.

We inquired Company management and reviewed the company records to assess

whether there are additional factors that might contribute to the uncertainties disclosed.

We evaluated the reasonableness of significant

assumptions used by management in its determination.

We assessed whether the Company’s determination that there is substantial

doubt about its ability to continue as a going concern was adequately disclosed.

FAHN KANNE & CO.

3 unchanged sentences

BALANCE SHEETS

In thousands of US dollars

(except stock data)

thousands of US dollars

Current Assets

Cash and cash equivalents (Note 2D)

Other current assets

Total current assets

Cash and cash

equivalents (Note 2D)

current assets

Operating lease right-of-use asset, net (Note

Property and equipment, net

Restricted cash (Note 2D)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Restricted cash (Note

LIABILITIES AND STOCKHOLDERS’

(DEFICIT) EQUITY

Current Liabilities

Accounts payable

Other current liabilities

Operating lease liability,

current (Note 6)

Convertible promissory

notes (Note 4E)

current liabilities

Total current liabilities

Non-Current Liabilities

Loans from stockholders (Note 3)

Derivative financial liabilities

(Note 4F, 4G and Note 4J)

Operating lease liability,

non-current (Note 6)

from stockholders (Note 3)

Total liabilities

Commitments and contingent liabilities (Note

Stockholders’ Equity (Note 5)

Common Stock of $ 0.001 par value (“Common Stock”):

shares authorized as of December 31, 2023 and 2022;

and 15,500,730 shares issued and outstanding

as of December 31, 2023 and 2022, respectively

Stock of $ 0.001

par value (“Common Stock”):

500,000,000 shares authorized as of December 31, 2023 and 2022;

Stockholders’ (Deficit) Equity (Note

Common Stock of $ 0.001 par value (“Common

100,000,000 shares authorized as of December

31, 2024 and 2023;

shares issued and outstanding as of December 31, 2023 and 2022, respectively

791,609 and 208,914 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Common Stock of $0.001 par value (“Common

100,000,000 shares authorized as of December

31, 2024 and 2023;

802,609 and 208,914 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Additional paid-in capital

Receipts on account of shares

Accumulated other comprehensive income

Accumulated deficit

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

Accumulated other comprehensive

stockholders’ (deficit) equity

TOTAL LIABILITIES AND

STOCKHOLDERS’ (DEFICIT) EQUITY

accompanying notes are an integral part of these consolidated financial statements

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

In thousands of US dollars

(except stock and per stock amounts)

Research and development expenses (Note 6)

thousands of US dollars

stock and per stock amounts)

Research and development expenses

Marketing expenses

General and administrative expenses (Note 7)

General and administrative

expenses (Note 10)

Total operating expenses

Operating loss

Other expense

Finance income, net

Other (income) expense

Change in fair value of derivative liability

Loss on equity issuance

Loss on settlement of liabilities

Finance expense (income), net (Note

Loss for the year

Other comprehensive loss (income):

Foreign currency translation adjustment

Comprehensive loss for the year

Basic and diluted loss per share (Note 2J)

Weighted average number of Common Stock outstanding used in computing basic and diluted net loss per share

accompanying notes are an integral part of the consolidated financial statements.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Other comprehensive loss:

Foreign currency translation

Comprehensive

Stockholders’

In thousands of US Dollars (except share data)

loss for the year

Basic and diluted loss per

share (Note 2O)

Weighted average number

of Common Stock outstanding used in computing basic and diluted net loss per share

accompanying notes are an integral part of the consolidated financial statements.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

thousands of US Dollars (except share data)

Comprehensive

Stockholders’

(Deficit) Equity

Balance as of January 1, 2023

Loss for the year

Other comprehensive income

Other comprehensive loss

Net proceeds received from underwritten U.S.

public offering

Deemed dividend resulted from trigger of down

round protection feature of certain warrants granted

Stock-based compensation

Issuance of restricted shares as compensation towards directors

Issuance of restricted

shares as compensation to directors

Balance as of December

Balance as of January 1, 2023

Loss for the year

Other comprehensive loss

Net proceeds received from underwritten U.S.

public offering

Deemed dividend resulted from trigger of down round protection feature of certain warrants granted

Stock-based compensation

Issuance of restricted shares as compensation towards directors

Issuance of restricted shares as compensation

Restricted shares to be issued as compensation

towards directors

Issuance of restricted shares as payment for

achievement of milestone pursuant to purchase agreement (Note 5B)

Issuance of Common Stock upon private placement

transaction (Note 4C)

Exercise of prefunded warrants into shares

Issuance of Ordinary Shares upon completion

of public offering, net of offering expenses

Issuance of detachable warrants through private

placement transactions

Exchange of warrants into shares

Issuance of shares and warrants as settlement

of financial liabilities

Issuance of detachable

warrants through private placement transactions

Balance as of December

(*) Less than 1.

accompanying notes are an integral part of the consolidated financial statements.

STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

Loss for the year

Adjustments to reconcile loss for the year to net cash used in operating activities:

Capital loss from sale of property and equipment

Cash flows from operating

Adjustments to reconcile

loss for the year to net cash used in operating activities:

Equity issuance costs

Stock-based compensation

Issuance of restricted shares as compensation to directors

Linkage difference on principal of loans from stockholders

Changes in assets and liabilities:

Increase in other current assets

Issuance of restricted

shares as compensation to directors

Shares issued to CEO for

achieving of IP Agreement milestones

Loss on settlement of liabilities

Loss on equity issuance

Change in fair value of

derivative liability

Discount amortization and interest expenses related to promissory notes

Linkage difference on principal

of loans from stockholders

in assets and liabilities:

Decrease (increase) in other current

Increase in accounts payable

Increase (Decrease) in other current liabilities

Net cash used in operating activities

Cash flows from investment activities:

Proceeds from sale of property and equipment

Purchase of property and equipment

Net cash provided by investment activities

Cash flows from financing activities

Net proceeds received from underwritten U.S.

public offering (Note 5B)

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Change in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of the year

Cash, cash equivalents, and restricted cash at end of the year

(decrease) in other current liabilities

Net cash used in operating

Cash flows from investment

of property and equipment

Net cash used in investment

Cash flows from financing

Issuance of promissory

notes and detachable warrants through private placement Transaction (Note 4E)

Net proceeds received from

underwritten U.S.

public offering (Note 4J)

Issuance of convertible

promissory notes - related parties (Note 4G)

Issuance of convertible

promissory notes and bifurcated conversion feature through

private placement transaction (Note 4F)

proceeds received from underwritten U.S.

public offering (Note 4C)

Net cash provided by financing

Effect of exchange rate

changes on cash and cash equivalents

Change in cash, cash equivalents, and restricted

Cash, cash equivalents,

and restricted cash at beginning of the year

Cash, cash equivalents,

and restricted cash at end of the year

disclosure of cash flow activities:

(a) Net cash (received) paid during the year

(b) Non-cash investment and financing activities:

Deemed dividend upon

trigger of down round protection

Recognition of right

for use asset against a lease liability (Note 6)

Settlement of liabilities

with equity (Note 4H and 4I)

Derivative liability

Conversion of debt into

equity (Note 4F and 4G)

accompanying notes are an integral part of the consolidated financial statements.

TO CONSOLIDATED FINANCIAL STATEMENTS

(the “Company”) was incorporated on May 18, 2010 under the laws of the State of Delaware.

The Company is a medical

device company, focuses on the design, development and commercialization of diabetes technology devices for use by people with diabetes.

October 07, 2022, the Company entered into an agreement with its Chief Executive Officer under which intellectual property was purchased

to be used for newly acquired continuous glucose monitoring (“CGM”) technology which is a multi-year implantable CGM targeting Type

1 patients and Type 2 patients on insulin therapy.

The technology is in a feasibility assessment phase using bench testing and simulated

Upon success, the project will migrate into development of a prototype implantable system for evaluation in animal studies.

The goal of the implantable CGM technology is to provide a minimum of two years of CGM data without requiring the patient to have

a wearable device, unlike current technology available in the market (see also Note 4B below).

On November 13, 2023, the Company shifted its strategic focus from

non-invasive point-in-time glucose monitoring to CGM technology.

Company and Integrity Israel are considered collectively as the “Company.”

concern uncertainty

date, the Company had not yet commercialized the Glucotrack CBGM product.

Further development and commercialization efforts are expected

to require substantial additional expenditures.

Company was incorporated on May 18, 2010 under the laws of the State of Delaware.

The Company is currently developing an implantable

CBGM, the Glucotrack CBGM, for persons with Type 1 diabetes and insulin-dependent Type 2 diabetes.

Glucotrack CBGM is being developed for use by Type 1 diabetes patients as

well as insulin-dependent Type 2 patients.

Implant longevity is key to the success of such

The Company has continued to evolve its sensor chemistry following the successful

in-vitro feasibility study demonstrating that a minimum two-year implant life is highly probable

with the current sensor design.

Recently the Company announced that a 3-year longevity is

feasible leveraging both in-vitro and in-silico test results.

The Company has also completed

multiple animal studies with initial prototype systems which demonstrated a simple implant

procedure with good safety and functionality.

The results of both were presented in poster

form at the 2024 American Diabetes Association annual conference.

to the above progress on the Glucotrack CBGM, the Company has also successfully demonstrated continuous glucose sensing in the epidural

This latter approach is of importance for patients with diabetes already contemplating spinal cord stimulation therapy for their

regulatory submission has been made for a first in human study outside of the United States.

This will be an acute study intended to

demonstrate device performance and safety.

All preparatory clinical activities and applicable regulatory approvals are complete.

the Company is also preparing for a long-term clinical trial outside the United States that is expected to begin in the second quarter

Company believes its technology, if successful, has the potential to be more accurate, more convenient and have a longer duration than

other implantable glucose monitors that are either in the market or currently under development.

and capital resources

date, the Company has not yet commercialized the Glucotrack CBGM Product.

Further development

and commercialization efforts are expected to require substantial additional expenditure.

Therefore, the Company is dependent upon external sources for financing its operations.

As of December 31, 2023, the Company has incurred accumulated deficit of $ 109,853 .

Furthermore, the Company has generated operating

losses and negative operating cash flow for all reported periods.

As of December 31, 2023, the balance of cash and cash equivalents

amounted to $ 4,492 is insufficient for the Company to realize its business plans for the twelve-month period subsequent to the reporting

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

the year ended December 31, 2023, the Company raised net proceeds of $ 8,730 through completion of underwritten public offering (see

also Note 5B).

Company plans to finance its operations through the sale of equity and/or debt securities (including shelf registration statement

on Form S-3 that was declared effective on September 27, 2021 by the Securities and Exchange Commission (SEC) and which allows the

Company to register up to $ 90,000 of certain equity and/or debt securities of the Company through prospectus supplement).

be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenues from sales of

its GlucoTrack CBGM product in order to continue its operations as a going concern.

of December 31, 2024, the Company has incurred an accumulated deficit of $ 132,450 .

the Company has generated operating losses and negative cash flow from operations since inception.

As of December 31, 2024, the balance of cash and cash equivalents amounted to $ 5,617 .

the year ended December 31, 2024, the Company raised approximately $ 15 million through public offerings and debt issuances which

were subsequently converted to equity.

In addition, subsequent to the balance sheet date, the Company raised $ 6.3 million through the

sale of shares of Common Stock.

See Note 4 and 14.

The Company plans to finance its operations through the sale of equity

securities (and/or debt securities).

There can be no assurance that the Company will succeed in obtaining the necessary financing

or generating sufficient revenue from sale of its Glucotrack CBGM Product in order to continue its operations as a going concern.

has considered the significance of such conditions in relation to the Company’s ability to meet its current obligations and

to achieve its business targets and determined that these conditions raise substantial doubt about the Company’s ability to

continue as a going concern.

consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Actual results could differ from those

Management believes that there are no critical accounting estimates in

these financial statements.

As applicable to these financial statements, the most significant estimates and assumptions relate to evaluation of going

concern, the classification of financial instruments as equity or liability, share based compensation and the determination of the fair value of derivative

functional currency of the Company is the US dollar, which is the currency of the primary economic environment in which it operates.

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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 Integrity Israel is the New Israeli Shekel (“NIS”) and its financial statements are included

in consolidation, based on translation into US dollars.

Accordingly, assets and liabilities were translated from NIS to US dollars

using year-end exchange rates, and expense items were translated at average exchange rates during the year.

Gains or losses resulting

from translation adjustments are reflected in stockholders’ equity, under “accumulated other comprehensive income”.

OF OFFICIAL EXCHANGE RATE

Official exchange rate of NIS 1 to US dollar

Decrease of the official exchange rate of NIS 1 to US dollar during the year:

The functional currency of the Israeli subsidiary is the New Israeli Shekel (“NIS”) and its financial statements are

included in consolidation, based on translation into US dollars.

Accordingly, assets and liabilities were translated from NIS to

US dollars using year-end exchange rates, and expense items were translated at average exchange rates during the year.

Gains or losses

resulting from translation adjustments are reflected in stockholders’ equity, under “accumulated other comprehensive

SCHEDULE OF OFFICIAL EXCHANGE RATE

Official exchange rate of NIS

1 to US dollar

Increase (Decrease) of the official exchange

rate of NIS 1 to US dollar during the year:

of consolidation

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cash is invested in certificates of deposit, which are used to secure Integrity Israel’s obligations in respect of its credit

presentation of statement of cash flows purposes, restrict cash balances are included with cash and cash equivalents, when reconciling

presentation of statement of cash flows purposes, restricted cash balances are included with cash and cash equivalents, when reconciling

the reported period total amounts.

OF RESTRICT CASH BALANCES ARE INCLUDED WITH CASH AND CASH EQUIVALENTS

In thousands of US dollars

Company’s cash is held with financial institutions in the United States and Israel.

Management believes that the financial

institutions that hold the Company’s cash are financially sound and, accordingly, minimal credit risk exists with respect to

these investments.

Account balances held in the Unites States may, at times, exceed the Federal Deposit Insurance Corporation (FDIC)

insurance limit.

As of December 31, 2024 and 2023, the Company had $ 4,968 and $ 3,942 , respectively, in excess of the FDIC insurance

SCHEDULE OF RESTRICT CASH BALANCES ARE INCLUDED WITH CASH AND CASH EQUIVALENTS

thousands of US dollars

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows

Total cash, cash equivalents,

and restricted cash shown in the statement of cash flows

and equipment, net

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of depreciation:

OF PROPERTY AND EQUIPMENT, RATES OF DEPRECIATION

SCHEDULE OF PROPERTY AND EQUIPMENT, RATES OF DEPRECIATION

Computers and equipment

Furniture and office equipment

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losses related to long lived assets.

of equity-classified contracts

modification or exchange of equity-classified contracts, such as warrants that were classified as equity before the modification or

exchange and remained eligible for equity classification after the modification, was accounted for in a similar manner to a

modification of stock-based compensation.

Accordingly, the incremental fair value from the modification or exchange (the change in

the fair value of the instrument before and after the modification or exchange), due to the characteristics of the modification, was recognized as a reduction of retained earnings (or an increase of

accumulated deficit) as a deemed dividend.

Modifications or exchanges that result in a decrease in the fair value of an

equity-classified share-based payment awards are not recognized.

In addition, the amount of the deemed dividend is also recognized

as an adjustment to earnings available to common shareholders for purposes of calculating earnings per share.

Promissory Notes

initial recognition of convertible promissory notes and similar instruments, the Company considers the provisions of ASC 815-40,

“Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”) in order to determine whether

the conversion features embedded within the convertible instrument should be separated from the host instrument.

it is determined that an embedded derivative required to be bifurcated (such as embedded

conversion feature that does not qualify for equity classification), the Company recognizes

the embedded derivative bifurcated as a separate derivative liability upon initial recognition

and on subsequent periods at fair value.

The remaining consideration amount received or allocated

to the entire convertible instrument is allocated to the host debt instrument.

The difference

between the face value of the host and the allocated amount represents a discount which is

amortized as finance expense to profit or loss using the effective interest method over the

term of the note until its stated maturity.

it is determined that the embedded conversion feature qualifies for equity classification (such when the embedded conversion option,

if it were freestanding, is not qualified as a derivative in accordance with the provisions of ASC 815-10, “Derivatives and

Hedging” since its terms did not require or permit net settlement or when the embedded conversion option is indexed to the

entity’s own stock), the conversion option is not bifurcated.

When bifurcation is not required, the Company considers whether

the debt instrument involves a significant premium (i.e.

when the proceeds received or allocated upon issuance exceed the principal

amount that will be paid at maturity).

When it is determined that a substantial premium exists, the entire premium is allocated to

paid-in capital and when it is determined, otherwise no additional accounting is required and the convertible promissory note is

accounted for at amortized cost using the effective interest method over the term of the note until its stated maturity.

of proceeds and related issuance costs

multiple instruments are issued in a single transaction (package issuance), the total gross

proceeds from the transaction are allocated among the individual freestanding instruments

The allocation occurs after identifying all freestanding instruments and the

subsequent measurement basis for those instruments.

instruments that are required to be subsequently measured at fair value (such as derivative liabilities) are measured at fair value

and the remaining consideration is allocated to other financial instruments that are not required to be subsequently measured at

fair value (such as liabilities measured at amortized cost, common shares and warrants eligible for equity classification), based

on the relative fair value basis for such instruments.

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.

classified warrants

warrants that were determined to be freestanding financial instruments that are legally detachable and separately exercisable, do

not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of Ordinary

Shares upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own shares, were classified

as equity instruments.

As such warrants were issued together with financial instruments that are not subsequently measured at fair

value, the warrants were measured based on allocation of the proceeds received by the Company in accordance with the relative fair

Direct issuance expenses that were allocated to such warrants were deducted from additional paid-in capital.

classified as derivative liabilities

initial recognition of Series A Warrants and Series B Warrants that were issued in November 2024 as part of an equity issuance and

debt conversions, management considered the provisions of ASC 815-40, Derivatives and Hedging — Contracts in Entity’s

Own Equity and determined that the settlement amount of Series A Warrants and Series B Warrants might not be based on an exchange

of a fixed number of shares for a fixed amount of consideration and thus such Warrants are not eligible to be considered as indexed

to the Company’s own shares.

Accordingly, the Series A Warrants and Series B Warrants were accounted for as warrant derivative

liability at fair value and the changes in fair values are carried to profit or loss.

In accordance with ASC 210-10-20, the warrant

derivative liability is presented as a noncurrent liability since its settlement will require the issuance of shares and not the

use of any resources that are properly classified as current assets.

Company applies ASC Topic 842, “Leases” (“ASC 842”) under which the

Company determines if an arrangement is a lease at inception.

are classified as either finance leases or operating leases.

A lease is classified as a finance lease if any one of the following

criteria are met:

(i) the lease transfers ownership of the asset by the end of the lease term, (ii) the lease contains an option

to purchase the asset that is reasonably certain to be exercised, (iii) the lease term is for a major part of the remaining useful

life of the asset, (iv) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset,

or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end

of lease term.

A lease is classified as an operating lease if it does not meet any one of these criteria.

Since all the Company’s

lease contracts for premises do not meet any of the criteria above, the Company concluded that all its lease contracts should be

classified as operating leases.

of Use (“ROU”) assets and liabilities are recognized on the commencement date based on the present value of remaining

lease payments over the lease term.

For this purpose, the Company considers only payments that are fixed and determinable at the

time of commencement.

As most of the Company’s leases do not provide an implicit rate, the Company uses its Incremental Borrowing

Rate (“IBR”) based on the information available on the commencement date in determining the present value of lease payments.

The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments

and in economic environments where the leased asset is located.

The ROU asset also includes any lease payments made prior to commencement

and is recorded net of any lease incentives received.

Moreover, the ROU asset may also include initial direct costs, which are incremental

costs of a lease that would not have been incurred if the lease had not been obtained.

The Company uses the long-lived assets impairment

guidance in ASC 360-10, “Property, Plant, and Equipment - Overall”, to determine whether a ROU asset is impaired, and

if so, the amount of the impairment loss to recognize.

Certain leases include options to extend or terminate the lease.

to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain

that the Company will exercise that option.

An option to terminate is considered unless it is reasonably certain that the Company

will not exercise the option.

Company accounts for income taxes in accordance with ASC 740, “Income Taxes”.

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and diluted loss per share

Basic loss per share is computed by dividing the loss for the period applicable (after considering the effect of deemed dividend

related to trigger of down round protection feature) for Common Stockholders and the holders of the pre-funded warrants dividend by the

weighted average number of shares of Common Stock outstanding and shares of Common Stock to be issued upon achievement of first performance milestone (see

Note 4A below) and upon exercise of pre-funded warrants

(see Note 5B below) during the period.

In computing, diluted loss per share, basic earnings per share are adjusted to reflect the potential dilution that could occur upon the

exercise of options or warrants issued or granted using the “treasury stock method”, if the effect of each of such financial

instruments is dilutive.

In computing diluted loss per share, the average stock price for the period is used in determining the number of Common Stock assumed

to be purchased from the proceeds to be received from the exercise of stock options or stock warrants.

Shares that will be issued upon exercise of all stock options and stock warrants, have been excluded from the calculation of the

diluted net loss per share for all the reported periods for which net loss was reported because the effect of the common shares issuable

as a result of the exercise or conversion of these instruments was anti-dilutive

OF ANTIDILUTIVE NET LOSS AND WEIGHTED AVERAGE

In thousands of US dollars

(except share data)

Deemed dividend related to trigger of down round protection feature (see Note 5C3 below)

Net loss attributable to common stockholders

Shares of Common Stock used in computing basic and diluted net loss per common stock

Shares of Common Stock to be issued upon exercise of pre-funded warrants (see

Note 5B below)

Shares of Common Stock to be issued upon achievement of

first performance milestone (see Note 4B below)

Weighted average number of Common Stock outstanding used in computing basic and diluted net loss per share

Basic and diluted net loss per common stock

loss per share for the year ended December 31, 2024 is computed by dividing the loss for the period applicable for Common Stockholders

and the holders of the pre-funded warrants divided by the weighted average number of shares of Common Stock outstanding and shares of

Common Stock to be issued upon the exercise of prefunded warrants during the period.

Basic loss per share for December 31, 2023 is computed

by dividing the loss for the period applicable (after considering the effect of deemed dividend related to trigger of down round protection

feature) for Common Stockholders and the holders of the pre-funded warrants divided by the weighted average number of shares of Common

Stock outstanding and shares of Common Stock to be issued upon achievement of first performance milestone (see

Note 5B below) and upon exercise of pre-funded warrants (see Note 8B below) during

computing, diluted loss per share, basic earnings per share are adjusted to reflect the potential dilution that could occur upon the

exercise of options or warrants issued or granted using the “treasury stock method”, and using the if-converted method for

other financial instruments such as convertible liabilities and other share settled derivative liabilities, if the effect of each of

such financial instruments is dilutive.

computing diluted loss per share, the average stock price for the period is used in determining the number of Common Stock assumed to

be purchased from the proceeds to be received from the exercise of stock options or stock warrants.

that will be issued upon exercise of all stock options and stock warrants, have been excluded from the calculation of the diluted net

loss per share for all the reported periods for which net loss was reported because the effect of the common shares issuable as a result

of the exercise or conversion of these instruments was anti-dilutive

SCHEDULE OF ANTIDILUTIVE NET LOSS AND WEIGHTED AVERAGE

of US dollars

dividend related to trigger of down round protection feature (see Note 8C3 below)

Net loss attributable

to common stockholders

Shares of Common Stock

used in computing basic and diluted net loss per common stock

Shares of Common Stock

to be issued upon exercise of pre-funded warrants (see Note 8B1 below)

of Common Stock to be issued upon achievement of first performance milestone (see Note 5B below)

Weighted average number

of Common Stock outstanding used in computing basic and diluted net loss per share

Basic and diluted net loss

per common stock

Note 14 regarding a significant issuance of shares as part of the exercise of the Series B Warrants subsequent to the balance sheet date.

Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair

7 unchanged sentences

probable that the performance condition will be achieved.

January 1, 2019, share-based payments to non-employees are accounted in accordance with ASC 718.

Share-based payments to non-employees are accounted for in accordance with

value of financial instruments

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Company did not estimate the fair value of the loans received from stockholders since their repayment schedule has not yet been determined.

were no Level 3 assets or liabilities for the year ended December 31, 2023.

The following table presents changes in Level 3 assets and

liabilities measured at fair value for the year ended December 31, 2024:

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE

Balance – November 14, 2024

– Warrant issuance date

value adjustments – Derivative financial liability

Balance – December 31, 2024

following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level

within the fair value hierarchy:

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

Value Measurements as of December 31, 2024

Warrant derivative

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.

Concentrations

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with down-round protection

Company disregard the down round feature when assessing whether the instrument is indexed

to its own stock, for purposes of determining liability or equity classification in accordance

with the provisions of ASU 2017-11, “Earnings Per Share” (ASU 2017-11).

on its evaluation, management has determined that such warrants with down-round protection

feature are eligible for equity classification.

Company disregards the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining

liability or equity classification in accordance with the provisions of ASU 2017-11, “Earnings Per Share” (ASU 2017-11).

Based on its evaluation, management has determined that such warrants with down-round protection feature are eligible for equity

classification.

upon the occurrence of an event that triggers a down round protection feature (i.e., when the exercise price of the warrants is adjusted

1 unchanged sentence

to common shareholders for purposes of basic earnings per share calculation.

What changed 10-K

Item 9A. Controls and Procedures