John Ballantyne - 30 Jul 2024 Form 4 Insider Report for Glucotrack, Inc. (GCTK)

Footnote F1

On July 30, 2024, the issuer entered into a convertible promissory note and three warrant agreements (the "Warrants") with the John A. Ballantyne Rev Trust 08/01/2017 (the "Ballantyne Trust"), providing for the private placement of a secured convertible promissory note in the aggregate principal amount of $4,000,000 (the "Note"). The Note did not have a fixed conversion price, and the conversion price was dependent on the market price of the issuer's common stock, par value $0.001 per share (the "Common Stock").

Footnote F2

On November 14, 2024, the issuer completed a public offering (the "Offering"). In connection with the Offering, the Ballantyne Trust agreed to convert approximately $4,093,112 of debt, which represented the outstanding principal and accrued interest under the Note, on substantially the same terms as the Offering, resulting in the issuance of 132,036 shares of Common Stock (plus 132,036 accompanying Series A common warrants (the "Series A Common Warrants") and 132,036 accompanying Series B common warrants (the "Series B Common Warrants")), based on a conversion price of $31.00 per share (the "Conversion"), which is equal to the consolidated closing bid price of the Common Stock on the Nasdaq Capital Market on November 12, 2024, the day prior to the date the securities purchase agreement governing the Conversion was executed.

Footnote F3

John A. Ballantyne is the trustee of the Ballantyne Trust and has sole voting and investment power over all securities owned by the Ballantyne Trust.

Footnote F4

On November 14, 2024, in connection with the Conversion, the Ballantyne Trust was issued Series A Common Warrants to purchase Common Stock and Series B Common Warrants to purchase Common Stock, each at an exercise price of $5.60 per share; provided that, at any time while the Series B Common Warrants are outstanding, the holder could exercise the Series B Common Warrants on a cashless basis pursuant to an alternate cashless exercise option, pursuant to which the holder of the Series B Common Warrant had the right to receive an aggregate number of shares of Common Stock equal to the product of (i) the aggregate number of shares of Common Stock that would be issuable upon a cash exercise rather than a cashless exercise of the Series B Common Warrant and (ii) 3.0 (the "Alternative Cashless Exercise").

Footnote F5

On March 12, 2025, the Ballantyne Trust effected an Alternative Cashless Exercise of the Series B Common Warrants and exercised the warrants on a cashless basis via warrant exchange for 2,560,553 shares of Common Stock.