Item 1.01 Entry into a Material Definitive Agreement
GlucoTrack, Inc. a medical device and digital health platform company focused on
diabetes and prediabetes, announced the closing of a firm commitment
underwritten public offering of shares of its common stock with gross proceeds
to the Company expected to be approximately $10.0 million, before deducting
underwriting discounts and other estimated expenses payable by the Company. The
offering consisted of 7,352,942 shares of common stock and pre-funded warrants
to purchase shares of common stock at a price to the public of $1.36 per share
(less $0.001 in exercise price per pre-funded warrant).
The Company entered into an underwriting agreement with Aegis Capital Corp. on
April 13, 2023.
The Company intends to use the net proceeds from this offering primarily for
working capital and general corporate purposes, which may include, without
limitation, engaging in acquisitions or other business combinations or
investments, sales and marketing activities, general and administrative matters
and capital expenditures.
Aegis Capital Corp. acted as the sole book-running manager for the offering.
The offering was made pursuant to an effective shelf registration statement on
Form S-3 (No. 333- 259664) previously filed with the U.S. Securities and
Exchange Commission (the "SEC") and declared effective by the SEC on September
27, 2021. A final prospectus supplement and accompanying prospectus
(collectively, the "Prospectus") describing the terms of the proposed offering
was filed with the SEC and is available on the SEC's website located at
http://www.sec.gov. Electronic copies of the Prospectus may be obtained by
contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of
the Americas, 27th floor, New York, NY 10105, by email at
syndicate@aegiscap.com, or by telephone at (212) 813-1010.
ITEM 9.01 Exhibit
5.1 Opinion of Jolie Kahn
23.1 Consent of Jolie Kahn, Esq. (included in Exhibit 5.1)
99.1 Form of Underwriting Agreement
99.2 Form of Prefunded Warrant
99.3 Press Release dated April 17, 2023
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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