Glucotrack, Inc. (Nasdaq: GCTK) (“Glucotrack” or the “Company”), a
medical device company focused on the design, development, and
commercialization of novel technologies for people with diabetes,
today announced that it will effect a 1-for-5 reverse stock split
(the “Reverse Stock Split”) of its issued and outstanding common
stock (the “Common Stock”), effective with the opening of trading
on Monday, May 20, 2024.
Glucotrack’s Common Stock will continue to trade
on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GCTK”.
The new CUSIP number for the Common Stock following the Reverse
Stock Split will be 45824Q606.
The material effects of the Reverse Stock Split
are:
-
Every five (5) shares of Glucotrack’s issued and outstanding Common
Stock has been combined into one (1) share of Common Stock.
-
The number of outstanding shares of Common Stock has been
proportionally reduced from 27,392,996 shares to approximately
5,478,599 shares.
-
The Reverse Stock Split will proportionally reduce the total number
of Glucotrack’s authorized shares of Common Stock from 500,000,000
shares to 100,000,000 shares.
-
The ownership percentage of each Glucotrack stockholder will remain
unchanged, other than as a result of fractional shares. No
fractional shares of Common Stock will be issued in connection with
the Reverse Stock Split. In lieu of any fractional shares to which
a stockholder would otherwise be entitled as a result of the
Reverse Stock Split, Glucotrack will pay cash (without interest)
equal to such fraction multiplied by the average of the closing
sales prices of its Common Stock on Nasdaq during regular trading
hours for the five consecutive trading days immediately preceding
the effective date of the Reverse Stock Split (with such average
closing sales prices being adjusted to give effect to the Reverse
Stock Split). After the Reverse Stock Split, a stockholder
otherwise entitled to a fractional interest will not have any
voting, dividend or other rights with respect to such fractional
interest except to receive payment as described above.
At the annual meeting of stockholders held on
April 26, 2024, the stockholders of the Company approved a proposal
to authorize the Company’s Board of Directors (the “Board”) to file
a Certificate of Amendment to effect the Reverse Stock Split at a
ratio between 1-for-5 and 1-for-30, as determined by the Board in
its sole discretion. On April 30, 2024, the Board approved the
Reverse Stock Split.
Among other considerations, the Reverse Stock
Split is intended to assist in bringing Glucotrack into compliance
with the $1.00 minimum bid price requirement for maintaining
the listing of its Common Stock on the Nasdaq Capital Market, and
to make the prevailing prices of its Common Stock more attractive
to a broader group of institutional investors.
The combination of, and reduction in, the number
of issued shares of Common Stock as a result of the Reverse Stock
Split occurred automatically on May 20, 2024 without any additional
action on the part of Glucotrack’s stockholders. Glucotrack’s
transfer agent, Equiniti Trust Company LLC, is acting as the
exchange agent for the Reverse Stock Split and will send each
stockholder a transaction statement indicating the number of shares
of Common Stock the stockholder holds after the Reverse Stock
Split. Stockholders owning shares via a broker, bank, trust or
other nominee will have their positions automatically adjusted to
reflect the Reverse Stock Split, subject to such broker’s
particular processes. Such stockholders will not be required to
take any action in connection with the Reverse Stock Split.
Additional information regarding the Reverse
Stock Split can be found in the Company’s Definitive Proxy
Statement on Schedule 14A, filed with the U.S. Securities and
Exchange Commission on April 1, 2024. A link to this document is
available at https://www.sec.gov and on Glucotrack’s website at
https://glucotrack.com/investor-relations.
For more information about Glucotrack, visit glucotrack.com.
Information on the Company’s website does not constitute a part of
and is not incorporated by reference into this press release.
# # #
About Glucotrack, Inc.
Glucotrack, Inc. (NASDAQ: GCTK) is focused on
the design, development, and commercialization of novel
technologies for people with diabetes. The Company is currently
developing a long-term implantable continuous blood glucose
monitoring system for people living with diabetes.
Glucotrack’s CBGM is a long-term, implantable
system that continually measures blood glucose levels with a sensor
longevity of 2+ years, no on-body wearable component and with
minimal calibration. For more information, please
visit http://www.glucotrack.com.
Forward-Looking Statements
This news release and any statements of the
Company’s management and partners related to the subject matter
hereof includes statements that constitute “forward-looking
statements” (as defined in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended), which are statements other than historical
facts. You can identify forward-looking statements by words such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“forecast,” “intend,” “may,” “plan,” “position,” “should,”
“strategy,” “target,” “will,” and similar words. All
forward-looking statements in this press release speak only as of
the date hereof. Although the Company believes that the plans,
intentions, and expectations reflected in or suggested by the
forward-looking statements are reasonable, there is no assurance
that these plans, intentions, or expectations will be achieved.
Therefore, actual outcomes and results could materially and
adversely differ from what is expressed, implied, or forecasted in
such statements. The Company’s business may be influenced by many
factors that are difficult to predict, involve uncertainties that
may materially affect results, and are often beyond our control.
Actual results (including, without limitation, the anticipated
benefits of the Reverse Stock Split, including the effect the
Reverse Stock Split will have on the Company’s ability to regain
compliance with the Nasdaq Listing standards) may differ materially
and adversely from those expressed or implied by such
forward-looking statements. Factors that could cause or contribute
to such differences include, but are not limited to: (i)
uncertainties relating to the Company’s ability to stay compliant
with Nasdaq continuing listing requirements, (ii) circumstances or
developments that may make the Company unable to implement or
realize anticipated benefits, or that may increase the costs, of
the Company’s current and planned business initiatives, and (iii)
other factors detailed by us in the Company’s public filings with
the Securities and Exchange Commission, including the disclosures
under the heading “Risk Factors” in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2023, filed with
the Securities and Exchange Commission (“SEC”) on March 28, 2024,
and the Company’s Quarterly Report on Form 10-Q for the first
quarter of 2024, filed with the SEC on May 15, 2024, accessible
at www.sec.gov. All forward-looking statements included in
this press release are expressly qualified in their entirety by
such cautionary statements. Except as required under the federal
securities laws and the SECs rules and regulations, the Company
does not have any intention or obligation to update any
forward-looking statements publicly, whether as a result of new
information, future events, or otherwise.
Contacts:
Investor Relations:investors@glucotrack.com
Media:GlucotrackPR@icrinc.com
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