Sec Form 4 Filing - BALLANTYNE JOHN @ Glucotrack, Inc. - 2024-07-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BALLANTYNE JOHN 2. Issuer Name and Ticker or Trading Symbol Glucotrack, Inc. [ GCTK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GLUCOTRACK, INC., 301 RTE. 17 NORTH, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2024 (Street) RUTHERFORD, NJ07070 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 per share 11/14/2024 J( 1 )( 2 ) 132,036 A $ 31 183,039 I ( 3 ) John A. Ballantyne Rev Trust 08/01/2017 Common Stock, par value $0.001 per share 03/12/2025 X( 5 ) 2,560,553 A $ 0 2,743,591 I ( 3 ) John A. Ballantyne Rev Trust 08/01/2017 Common Stock, par value $0.001 per share 03/26/2025 A 4,126 A $ 0 4,126 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants to Purchase Common Stock $ 37.5 07/30/2024 P( 1 )( 2 ) 106,667 07/30/2025 07/30/2034 Common Stock, par value $0.001 per share 106,667 ( 1 ) ( 2 ) 106,667 I ( 3 ) John A. Ballantyne Rev Trust 08/01/2017 Warrants to Purchase Common Stock $ 52.5 07/30/2024 P( 1 )( 2 ) 76,191 07/30/2025 07/30/2034 Common Stock, par value $0.001 per share 76,191 ( 1 ) ( 2 ) 76,191 I ( 3 ) John A. Ballantyne Rev Trust 08/01/2017 Warrants to Purchase Common Stock $ 67.5 07/30/2024 P( 1 )( 2 ) 59,260 07/30/2025 07/30/2034 Common Stock, par value $0.001 per share 59,260 ( 1 ) ( 2 ) 59,260 I ( 3 ) John A. Ballantyne Rev Trust 08/01/2017 Series A Common Warrant $ 5.6 11/14/2024 A 132,036 01/03/2025 01/03/2030 Common Stock, par value $0.001 per share 132,036 ( 4 ) 132,036 I ( 3 ) John A. Ballantyne Rev Trust 08/01/2017 Series B Common Warrant $ 5.6 ( 4 ) 11/14/2024 A 132,036 01/03/2025 07/03/2027 Common Stock, par value $0.001 per share 2,560,553 ( 4 ) 132,036 I ( 3 ) John A. Ballantyne Rev Trust 08/01/2017 Series B Common Warrant ( 4 ) ( 5 ) 03/12/2025 X( 5 ) 132,036 01/03/2025 07/03/2027 Common Stock, par value $0.001 per share 2,560,553 $ 0 0 I ( 3 ) John A. Ballantyne Rev Trust 08/01/2017

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BALLANTYNE JOHN C/O GLUCOTRACK, INC. 301 RTE. 17 NORTH, SUITE 800 RUTHERFORD, NJ07070 X X Signatures /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact 03/31/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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. ( 3 )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. ( 4 )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"). ( 5 )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.

Remarks: Note: On May 17, 2024, a 1-for-5 reverse stock split of the Issuer's common stock, par value $0.001 per share (the "Common Stock") was implemented (the "2024 Reverse Split"). On Februar y 25, 2025, a 1-for-20 reverse stock split of the Common Stock was implemented (the "2025 Reverse Split," and together with the 2024 Reverse Split, the "Reverse Stock Splits"). All figures presented in this Form 4 reflect the Reverse Stock Splits.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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