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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 6, 2023
GLUCOTRACK,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41141 |
|
98-0668934 |
(State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
301
Rte 17 North, Ste. 800
Rutherford,
NJ |
|
07070 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (201) 842-7715
N/A
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
GCTK |
|
Nasdaq
Capital Market |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignation
of Chief Financial Officer
Effective
as of October 6, 2023, Jolie Kahn resigned as Chief Financial Officer of GlucoTrack, Inc. (the “Company”) to pursue other
career interests. Ms. Kahn’s resignation was not because of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices, including accounting principles and practices.
Appointment
of Chief Financial Officer
On
October 11, 2023, the Company appointed James S Cardwell, 63, as Chief Financial Officer of the Company, effective immediately.
James
Cardwell has over 16 years of experience as a Chief Financial Officer and Chief Operating Officer with a concentration in both SEC financial
reporting and tax compliance. He has served as the Chief Operating Officer of the CFO Squad LLC, an accounting firm, since July 2015.
In connection with his role at the CFO Squad LLC, he also served as interim Chief Financial Officer at several entities, including Cerro
de Pasco Resources, Inc. (CSE:CDPR), a Canadian mining company since April 2022; NanoVibronix, Inc. (NASDAQ: NAOV), a medical device
company, from June 2019 to October 2020; Esports Entertainment Group (NASDAQ: GMBL), an esports and online gambling company, from February
2020 to June 2020; Stemtech Corporation (OTC:GNTW) , a nutrition supplement company, since May 2020; Artemis Acquisition Corporation,
a SPAC in the Healthcare Industry since June 2021; Ehave, Inc. (EHVVF), a health data platform company since October 2020; NewGioco Group
Inc., a gaming technology company, from August 2018 to December 2018; and VerifyMe Inc., a company that provides comprehensive brand
protection and customer engagement solutions, from January 2018 to May 2018. Mr. Cardwell served as the Chief Financial Officer of S2BN
Entertainment Corporation, a New York-based entertainment producer and promoter, from 2011 to 2015. He served as the Chief Financial
Officer and Chief Operating Officer of Sibling Entertainment, Inc. (OTCQB: SIBE), an innovative education company, from 2002 to 2010.
Mr. Cardwell started his public accounting career at Arthur Andersen & Co. (St. Louis) and worked as a Tax Accountant from 1981 to
1985, with clients including General Dynamics, Anheuser-Bush, May Department Stores and others. Mr. Cardwell has extensive experience
in corporate structure, financial reporting and modelling, mergers and acquisition, quality of earnings and business analysis, SEC reporting,
tax and compliance. He currently serves as the Trustee of John Street United Methodist Church and John Street Trust Fund Society. He
is also the Treasurer and Director of Southold Historical Museum.
Mr.
Cardwell has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and does
not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.
On
October 11, 2023, in connection with Mr. Cardwell’s appointment as the Company’s Chief Financial Officer, Mr. Cardwell entered
into a consulting agreement (the “Cardwell Consulting Agreement”) with the Company. Pursuant to the terms of the Cardwell
Consulting Agreement, Mr. Cardwell will perform all duties typically required of a Chief Financial Officer. As compensation for his services,
the Company shall pay Mr. Cardwell a minimum of One Thousand Five Hundred Dollars ($1,500) per month. The Cardwell Consulting Agreement
is for a term of one year. Either party may terminate the agreement upon thirty (30) day written notice.
The
foregoing description of the Cardwell Consulting Agreement does not purport to be complete and is qualified in its entirety by its full
text which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item
9.01 Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
October 12, 2023
|
GLUCOTRACK,
INC. |
|
|
|
|
By: |
/s/
Paul Goode |
|
Name: |
Paul
Goode |
|
Title: |
Chief
Executive Officer and President |
Exhibit
10.1
CFO
CONSULTING AGREEMENT
CFO
CONSULTING AGREEMENT dated as of October 11, 2023 (this “Agreement”), between GLUCOTRACK, INC., a Delaware Corporation, (the
“Company”), and James S. Cardwell (the “Consultant”).
WHEREAS,
the Board of Directors of the Company desires and has authorized the Company to engage Consultant to provide consulting services, upon
the terms and subject to the conditions hereinafter set forth; and
WHEREAS,
the Consultant has agreed to provide such consulting services, upon the terms and subject to the conditions hereinafter set forth;
WHEREAS,
the Company agreed to enter into a separate consulting service agreement for pre-audit services and SEC compliance services with The
CFO Squad LLC (the “CFO Squad Agreement”);
NOW,
THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties hereto agree as follows:
1. | Independent
Consultant. The Company, through the action of its Board of Directors (the “Board”),
hereby engages the Consultant, and the Consultant will serve the Company, as a consultant.
During the term of this Agreement, the Consultant will serve as the non-employee chief financial
officer (“CFO”) of the Company on a part-time basis. The Company confirms that
the Consultant has been duly appointed as the CFO of the Company and will remain as an executive
officer of the Company during the term of this Agreement. |
| |
2. | Duties,
Term, and Compensation. The Consultant’s duties, term of engagement, compensation
and provisions for payment thereof are detailed in the attached Exhibit A, which may be amended
in writing from time to time by the Consultant and agreed to by the Company, and which collectively
are hereby incorporated by reference. |
| |
3. | Expenses.
During the term of this Agreement, the Consultant shall bill and the Company shall reimburse
the Consultant for all reasonable and approved out-of-pocket expenses which are incurred
in connection with the performance of the duties hereunder. |
| |
4. | Confidentiality.
The Consultant acknowledges that during the engagement he will have access to and become
acquainted with various trade secrets, inventions, innovations, processes, information, records
and specifications owned or licensed by the Company and/or used by the Company in connection
with the operation of its business including, without limitation, the Company’s business
and product processes, methods, customer lists, accounts and procedures. The Consultant agrees
that he will not disclose any of the aforesaid, directly or indirectly, or use any of them
in any manner, either during the term of this Agreement or at any time thereafter, except
as required in the course of this engagement with the Company. All files, records, documents,
blueprints, specifications, information, letters, notes, media lists, original artwork/creative,
notebooks, and similar items relating to the business of the Company, whether prepared by
the Consultant or otherwise coming into his possession, shall remain the exclusive property
of the Company. The Consultant shall not retain any copies of the foregoing without the Company’s
prior written permission. Upon the expiration or earlier termination of this Agreement, or
whenever requested by the Company, the Consultant shall immediately deliver to the Company
all such files, records, documents, specifications, information, and other similar items
in his possession or under his control. |
| |
5. | Conflicts
of Interest; Non-hire Provision. The Consultant represents that he is free to enter into
this Agreement, and that this engagement does not violate the terms of any agreement between
the Consultant and any third party. Further, the Consultant, in rendering his duties shall
not utilize any invention, discovery, development, improvement, innovation, or trade secret
in which he does not have a proprietary interest. During the term of this agreement, the
Consultant shall devote as much of his productive time, energy and abilities to the performance
of his duties hereunder as is necessary to perform the required duties in a timely and productive
manner. The Company acknowledges that this Agreement only obligates the Consultant to serve
a limited percent of his working time with the Company, that the Consultant has numerous
other commitments. The Consultant is expressly free to perform services for other parties
while performing services for the Company and is permitted to be employed by The CFO Squad
LLC. |
GLUCOTRACK,
INC. and James S. Cardwell Consulting Agreement – October_11, 2023
6. | Indemnification
and D&O Insurance: The Company agrees to defend, indemnify (including, without limitation,
by providing for the advancement of expenses and reasonable attorneys’ fees) and hold
harmless the Consultant for any and all acts taken or omitted to be taken by the Consultant
hereunder (except for bad faith, gross negligence or willful misconduct) as if the Consultant
was an officer of the Company as provided in the charter and bylaws of the Company in accordance
with the same terms, conditions, limitations, standards, duties, rights and obligations as
an officer. The provisions of this Section shall survive any termination of this Agreement. |
In
addition, the Company has to obtain within thirty (30) days of the date of this agreement and maintain without lapse until the five (5)
year anniversary of the termination or expiration of this Agreement a D&O liability insurance policy. The Company shall maintain
in effect D&O liability insurance coverage for the Consultant (as an insured person) with respect to his service under this Agreement,
on the same or more favorable terms and conditions (from the perspective of the Consultant) as under the liability insurance policies
of the Company in effect as of the date of this Agreement (“D&O Insurance”). Any failure by the Company to obtain D&O
Insurance within the prescribed time set forth above shall cause the immediate termination of this Agreement.
7. | Termination.
Either party may terminate this Agreement at any time by thirty (30) days written notice
by either party, but shall automatically terminate after thirty (30) days if for any reason
the Company has executed CFO Squad Agreement or at any time in the future, the Company has
terminated its CFO Squad Agreement for Pre-Audit Services and SEC Compliance Services. |
| |
8. | Independent
Consultant. This Agreement shall not render the Consultant an employee, partner, agent
of, or joint venturer with the Company for any purpose. The Consultant is and will remain
an independent Consultant in his relationship to the Company. The Company shall not be responsible
for withholding taxes with respect to the Consultant’s compensation hereunder. The
Consultant shall have no claim against the Company hereunder or otherwise for vacation pay,
sick leave, retirement benefits, social security, worker’s compensation, health or
disability benefits, unemployment insurance benefits, or employee benefits of any kind. |
| |
9. | Successors
and Assigns. All of the provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, if any, successors, and
assigns. |
| |
10. | Choice
of Law. The laws of the state of New York shall govern the validity of this Agreement,
the construction of its terms and the interpretation of the rights and duties of the parties
hereto. |
| |
11. | Arbitration.
Any controversies arising out of the terms of this Agreement or its interpretation shall
be settled in New York, New York in accordance with the rules of the American Arbitration
Association, and the judgment upon award may be entered in any court having jurisdiction
thereof. |
| |
12. | Headings.
Section headings are not to be considered a part of this Agreement and are not intended
to be a full and accurate description of the contents hereof. |
| |
13. | Waiver.
Waiver by one party hereto of breach of any provision of this Agreement by the other
shall not operate or be construed as a continuing waiver. |
| |
14. | Assignment. The
Consultant shall not assign any of his rights under this Agreement, or delegate the performance of any of his duties hereunder,
without the prior written consent of the Company. |
GLUCOTRACK,
INC. and James S. Cardwell Consulting Agreement – October_11, 2023
15. | Notices.
Any and all notices, demands, or other communications required or desired to be given
hereunder by any party shall be in writing and shall be validly given or made to another
party if personally served, or if deposited in the United States mail, certified or registered,
postage prepaid, return receipt requested. If such notice or demand is served personally,
notice shall be deemed constructively made at the time of such personal service. If such
notice, demand or other communication is given by mail, such notice shall be conclusively
deemed given five (5) days after deposit thereof in the United States mail addressed to the
party to whom such notice, demand or other communication is to be given as follows: |
If
to the Consultant: |
James
S. Cardwell |
|
3105
Peconic Lane, POB 312 |
|
Peconic,
NY 11958 |
|
JCardwell@CFOSquad.com |
|
|
With
a courtesy Copy to: |
The
CFO Squad LLP |
|
c/o
Joseph Himy, Managing Member |
|
46
Main Street, Suite 119 |
|
Monsey,
NY 10952 |
|
jhimy@cfosquad.com |
|
|
If
to the Company: |
GlucoTrack,
Inc. |
|
c/o
Paul V. Goode |
|
301
Rte 17 North, Ste. 800 |
|
Rutherford,
NJ 07070 |
|
pvgoode@glucotrack.com |
|
|
|
|
With
a courtesy Copy to: |
Ellenoff
Grossman & Schole LLP |
|
c/o
Barry I Grossman |
|
c/o
Sarah Williams |
|
1345
Avenue of the Americas, |
|
New
York, NY 10105 |
|
bgrossman@egsllp.com |
|
swilliams@egsllp.com |
Any
party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
17. | Modification
or Amendment. No amendment, change or modification of this Agreement shall be valid unless
in writing signed by the parties hereto. |
| |
18. | Entire
Understanding. This document and any exhibit attached constitute the entire understanding
and agreement of the parties, and any and all prior agreements, understandings, and representations
are hereby terminated and canceled in their entirety and are of no further force and effect. |
| |
19. | Unenforceability
of Provisions. If any provision of this Agreement, or any portion thereof, is held to
be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain
in full force and effect. |
IN
WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that
facsimile signatures shall be as effective as if originals.
GLUCOTRACK,
INC. |
|
James
S. Cardwell |
|
|
|
By: |
|
|
By: |
|
Name: |
|
|
|
|
Title: |
|
|
|
|
|
|
|
|
|
Date: |
|
|
Date: |
|
GLUCOTRACK,
INC. and James S. Cardwell Consulting Agreement – October_11, 2023
EXHIBIT
A
DUTIES,
TERM, AND COMPENSATION
DUTIES: | James
S. Cardwell (the “Consultant”) will perform all duties typically required of
a Chief Financial Officer for GLUCOTRACK, INC, (“GCTK”) (a Delaware Corporation)
(the “Company”), including, but not limited to accounting oversight for the preparation
of quarterly and annual financial statements to be filed with the SEC, filings required on
Forms 8-K, 10-Q and 10-K and such other filings as may be required that are prepared primarily
by The CFO Squad LLC pursuant to CFO Squad Agreement with the Company. |
He
will report directly to ____________________, __________________of the Company upon his appointment to this role and to any other party
designated by ___________________ in connection with the performance of the duties under this Agreement and shall fulfill any other duties
reasonably requested by the Company and agreed to by the Consultant.
The
Company will accept and maintain all responsibility for its day-to-day accounting and bookkeeping functions and the Company and its subsidiaries
and further warrants that it is in full compliance with any and all its corporate income taxes and/or payroll tax requirement and/or
filings and will continue to provide for and will timely make any and all future tax payments required by the Company and/or its subsidiaries.
TERM: | This
engagement shall commence upon execution of this Agreement and shall continue in full force
and effect for a period of one (1) year. The agreement may only be extended thereafter by
mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement. |
COMPENSATION:
As
compensation for the services rendered pursuant to this Agreement, the Company shall pay the Consultant a minimum of one five hundred
($1,500) dollars upon signing and for each every per month for up to four (4) hours thereafter payable on the first business
day of each month provided the Company has engaged and continues to engage The CFO Squad LLC under the CFO Squad Agreement to provide
Pre-Audit Services and SEC Compliance services. Any additional hours in excess of four (4) hours per month, if any, shall
be included in, billed and paid pursuant to the CFO Squad Agreement.
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GlucoTrack (NASDAQ:GCTK)
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