GlucoTrack, Inc. Common Stock AGM 2026
Review the key takeaways and the transcript of this earnings call.
- The special meeting of stockholders of GlucoTrack, Inc. was held virtually on August 10, 2026, with approximately 34.61% of shares entitled to vote represented.
- Two proposals were presented for approval related to NASDAQ Listing Rule 5635 compliance: the issuance of shares of common stock to White Lion Capital LLC under the ELOC purchase agreement, and the issuance of shares upon conversion of senior secured convertible promissory notes and exercise of warrants to bridge investors.
- Both proposals received the requisite number of votes for approval as reported by the Inspector of Elections, Kathryn Simons.
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Transcript
Preview the first fifteen paragraphs, organized by speaker.
Hi, good morning. Welcome to the virtual 2026 special meeting of stockholders of GlucoTrack, Inc. It is now 12:00 P.M. Eastern Time, and the meeting will please come to order. My name is Eric Emerson, and as Chief Executive Officer, I will preside over this meeting. I would like to introduce our other directors who are present today through our virtual meeting. Andrew Balo, Victoria Carr-Brendel, Aaron Carter, Paul Goode, and Luis J. Malavé. Also present is Kathryn Simons from Nelson Mullins Riley & Scarborough LLP, the company's outside counsel, who will act as Inspector of Elections for this meeting. We have adopted an agenda for our program this afternoon. In accordance with the agenda, we will proceed as follows. I will conduct the official business of the special meeting.
During this portion of the meeting, all discussion will be limited to the official business at hand, and participation will be limited to stockholders of record and their proxies. If you wish to participate in this meeting, please follow the instructions on your screen. We will now proceed to the business portion of this meeting. We have an affidavit from Broadridge Financial Solutions, Inc., certifying that on or about August 10, 2026, each stockholder of record was mailed an official notice of this meeting, together with a proxy statement, proxy card, and any other materials necessary to vote at this meeting. A list of the stockholders entitled to vote at this meeting has been available at company headquarters for the past 10 days for the inspection of any stockholder entitled to vote. Broadridge Financial Solutions, Inc. has examined the proxies received and reports that shares entitled to 3,661,960 votes, or approximately 34.61% of the total votes of holders of shares of our common stock entitled to be cast at this meeting, are present or represented by proxies held by myself.
The company has appointed Kathryn Simons to serve as Inspector of Elections on behalf of the company for this meeting, and she will tabulate the results of the voting. Her oath as inspector has been submitted and will also be appended to the minutes of this meeting. A quorum is present, and this meeting may now proceed with its business. To expedite the flow of business at this meeting, we intend to adhere to the following order of business.
Each of the matters to be discussed and acted upon by the stockholders today will be moved and discussed in the order set forth in the proxy statement. The actual vote on each item will be deferred until all of the matters to be acted upon have been discussed. Proposal one, the NASDAQ stock issuance ELOC proposal. The first matter to be voted upon is the approval for purposes of complying with NASDAQ Listing Rule 5635 of the full issuance of shares of common stock, including the shares issuable under the ELOC purchase agreement. The commitment shares issuable thereunder, and the shares issuable upon exercise of the current warrant issued in connection therewith to White Lion Capital LLC. Pursuant to that certain common stock purchase agreement dated July 14, 2026, by and between the company and White Lion Capital LLC, I hereby move that the proposal to be approved.
Is there any discussion regarding this proposal? Please note that participation in this discussion is limited to stockholders of record and their proxies. Proposal two, NASDAQ stock issuance bridge financing proposal. The second matter to be voted upon is the approval for purposes of complying with NASDAQ Listing Rule 5635 of the full issuance of shares of common stock issuable upon conversion of the senior secured convertible promissory notes and exercise of the common stock purchase warrants issued to certain investors pursuant to that certain securities purchase agreement dated July 14, 2026, by and between the company and the bridge investors, as supplemented by a joinder dated August 4, 2026. I hereby move that this proposal be approved. Is there any discussion of this proposal? Please note that participation in this discussion is limited to stockholders of record and their proxies. Results of voting. Since no other proposals for business to be transacted at this meeting were received in a timely manner pursuant to the company's bylaws, we will now proceed to vote on the previously discussed motions.
The polls for voting on each matter to be voted on at this time are now open. It is not necessary for stockholders to vote by ballot if they have already sent in their proxy cards unless they wish to change their vote. If you wish to change your vote, please follow the instructions on your screen in order to change your vote at this time. Since the holder of the management proxy has delivered the ballot to the Inspector of Elections, I now declare the polls are closed and ask the Inspector of Elections, Kathryn Simons, to provide her preliminary report.
Mr. Chairman, as Inspector of Elections, I have reviewed the proxies received and the votes cast at this meeting. I am pleased to report that proposals one and two, as set forth in the proxy statement, have each received the requisite number of votes for approval.
Thank you, Ms. Simons. According to the preliminary report of the Inspector of Elections based upon the proxy holders and stockholders' ballot, the proposal to approve, for purposes of complying with NASDAQ Listing Rule 5635, the full issuance shares of common stock to White Lion Capital LLC pursuant to the ELOC purchase agreement, has been approved. The proposal to approve, for purposes of complying with NASDAQ Listing Rule 5635, the full issuance of shares of common stock issuable upon conversion of the bridge notes and exercise of the bridge warrants issued to the bridge investors, has been approved. We intend to file with the SEC within four business days a current report on Form 8-K to report the final voting results of this meeting. Thank you all for joining us. This concludes our 2026 special meeting of stockholders.
The conference is now concluded. Thank you for attending today's presentation.
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3 people spoke on this call — only 2 are shown here.
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