SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of November 13, 2024, between Glucotrack, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GLUCOTRACK, INC.Pre-Funded Common Stock Purchase Warrant • November 14th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth at any time on or after the date hereof (such date, the “Initial Exercise Date”) until the date this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Glucotrack, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”), subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole regist
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 14th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus • New York
This letter (this “Agreement”) constitutes the agreement between Glucotrack, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the placement agent (the “Placement Agent”) (the “Services”), for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 13, 2024, is entered into between Glucotrack, Inc., a Delaware corporation (the “Seller” or the “Company”), and John A. Ballantyne Revocable Trust DTD 8/1/2017 (the “Buyer”).
Lock-Up AgreementLock-Up Agreement • November 14th, 2024 • Glucotrack, Inc. • Surgical & medical instruments & apparatus
