{"url_path":"/sec/gctk/8-k/2026-07-15/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1506983/0001493152-26-033393-index.html","accession_number":"0001493152-26-033393","cik":"0001506983","ticker":"GCTK","issuer_name":"Glucotrack, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1506983/0001493152-26-033393-index.html","primary_entity_key":"0001506983","primary_entity_name":"Glucotrack, Inc."},"word_count":832,"has_tables":true,"body_markdown":"** **\n\n****\n\n \n\n \n\n** **\n\n**Item\n5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n** **\n\nOn\nJuly 9, 2026, the Acquiror filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred\nStock with the Secretary of State of the State of Delaware (the “**DE SOS**”). On July 14, 2026, the Acquiror filed an\nAmended and Restated Certificate of Designation (the “**Certificate of Designation**”) with the DE SOS, which sets forth\nthe final preferences, rights and limitations of the Acquiror Preferred Stock.\n\n \n\nThe\nmaterial terms of the Acquiror Preferred Stock are set forth below:\n\n* *\n\n*Designation;\nAmount; Par Value; Rank*. There are 1,000,000 shares of Acquiror Preferred Stock designated as “Series A Convertible Preferred\nStock.” Each share of Series A Convertible Preferred Stock shall have a par value of $0.001 and a stated value of $40.30 (the “**Stated\nValue**”). The Series A Convertible Preferred Stock shall rank (i) senior to the Acquiror Common Stock and any other class or\nseries of Preferred Stock of the Acquiror hereafter created, the terms of which specifically provide that such class or series shall\nrank junior to the Series A Convertible Preferred Stock, (ii) pari passu with any class or series of Preferred Stock of the Acquiror\nhereafter created, the terms of which specifically provide that such class or series shall rank pari passu to the Series A Convertible\nPreferred Stock, and (iii) junior to any other class or series of Preferred Stock of the Acquiror hereafter created, the terms of which\nspecifically provide that such class or series shall rank senior to the Series A Convertible Preferred Stock.\n\n \n\n*Voting*.\nThe Acquiror Preferred Stock shall have no voting rights, except with respect to certain protective provisions set forth in the Certificate\nof Designation.\n\n \n\n*Dividends*.\nThe Acquiror Preferred Stock shall be entitled to receive the same dividend or distribution as if the shares of Acquiror Preferred Stock\nhad been converted into Acquiror Common Stock immediately prior to the record date for such dividend or distribution.\n\n \n\n*Liquidation*.\nUpon any liquidation, dissolution or winding-up of the Acquiror, the holders of Series A Convertible Preferred Stock shall be entitled\nto receive an amount equal to the greater of (X) 100% of the Stated Value or (Y) such amount per share as would have been payable had\nall shares of Series A Convertible Preferred Stock been converted into Acquiror Common Stock (without regards to any limitations on conversion)\nimmediately prior to such liquidation.\n\n \n\n*Redemption*.\nThe Acquiror Preferred Stock shall have no redemption rights.\n\n \n\n*Conversion*.\n\n \n\nConversions\nat Option of Holder. The Acquiror Preferred Stock is not convertible at the election of the holder.\n\n \n\nAutomatic\nConversion. Effective as of 5:00 p.m. Eastern time on the date that is the second business day following the later\nof (i) the date on which the Acquiror Stockholder Approval has been obtained, and (ii) the date on which Nasdaq has approved any\nrequired new listing application, including any resulting from a change in control (as contemplated in Nasdaq Listing Rule 5110(a)),\nsuch that (A) the Acquiror satisfies all applicable initial and continuing listing requirements of Nasdaq (or has been granted a grace\nperiod therefrom), (B) the Acquiror has not received any notice of non-compliance from Nasdaq, and (C) the shares of Acquiror Common\nStock issuable upon Conversion have been approved for listing on Nasdaq, each share of Acquiror Preferred Stock then outstanding shall\nautomatically, and without any action required by the holder thereof, convert into a number of shares of Acquiror Common Stock equal\nto the Conversion Ratio (as defined below).\n\n \n\n \n\n \n\n \n\n*Conversion\nRatio*. The “**Conversion Ratio**” for each share of Acquiror Preferred Stock shall be One Hundred (100) shares of\nAcquiror Common Stock issuable upon the Conversion of each share of Acquiror Preferred Stock, subject to adjustment as provided in the\nCertificate of Designation.\n\n* *\n\n*Protective\nProvisions*. For so long as any Acquiror Preferred Stock is outstanding, the Acquiror shall not, without first obtaining the approval\nof a majority of the holders of the then issued and outstanding Acquiror Preferred Stock: (a) amend any provision of the Certificate\nof Designation; (b) increase or decrease (other than by redemption or conversion) the total number of authorized Preferred Stock of the\nAcquiror; (c) amend the Certificate of Incorporation (including by designating additional series of Preferred Stock) in a manner which\nadversely affects the rights, preferences and privileges of the Series A Convertible Preferred Stock; (d) effect an exchange, or create\na right of exchange, cancel, or create a right to cancel, of all or any part of the shares of another class of shares into Series A Convertible\nPreferred Stock; or (e) alter or change the rights, preferences or privileges of the Series A Convertible Preferred Stock so as to affect\nadversely the shares of such series.\n\n* *\n\n*A\ncopy of the Certificate of Designation is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference,\nand the foregoing description of the Certificate of Designation is qualified in its entirety by reference thereto.*"}