Glucotrack, Inc. Commitments Disclosure

5. Commitments and Contingent Liabilities

 

On March 4, 2004, the Israeli Innovation Authority (the “IIA”) provided Integrity Israel with a grant of approximately $93 (NIS 420,000), for its plan to develop a non-invasive blood glucose monitor (the “Development Plan”). Integrity Israel is required to pay royalties to the IIA at a rate ranging between 3-5% of the proceeds from the sale of the Company’s products arising from the Development Plan up to an amount equal to $93 plus interest at LIBOR from the date of grant. As to the replacement of the LIBOR benchmark rate, even though the IIA has not declared the alternative benchmark rate to replace the LIBOR, the Company does not believe it will have a significant impact. As of December 31, 2025, the remaining contingent liability with respect to royalty payment on future sales equals approximately $93 excluding interest. Such contingent obligation has no expiration date.

 

Intellectual Property Purchase Agreement

 

On October 7, 2022, the Company entered into an Intellectual Property Purchase Agreement, (the “IP Agreement”) with its CEO, Paul V. Goode, under which he assigned to the Company all rights, title, and interest in certain intellectual property related to an implantable continuous glucose sensor, including patents, trademarks, trade secrets, know-how, and associated goodwill. In exchange, the Company paid one dollar in cash and agreed to issue up to 167 shares of common stock upon achievement of specified performance milestones. If those shares represent less than 1.5% of the Company’s outstanding common stock at the time of final issuance, additional “true-up” shares will be issued to reach that threshold. All shares issued under the agreement are subject to restrictions and lockup provisions.

 

Because the acquired assets did not constitute a business under applicable accounting guidance, the transaction was treated as an asset acquisition, with no goodwill recognized. The acquired in-process research and development (IPR&D) had no alternative future use and was expensed immediately. Milestone-based share issuances are treated as contingent consideration and recognized as stock-based compensation when achievement becomes probable. On December 29, 2023, 17 shares of Common Stock were earned under the terms of the IP Agreement and were issued to Dr. Goode on February 6, 2024. On May 1, 2024, 25 shares of Common Stock were earned under the terms of the IP Agreement. On March 26, 2025, the Board determined that the third milestone was met and that an additional 42 shares of Common Stock have been earned under the terms of the IP Agreement. Stock-based compensation expense recognized during the fiscal year ended December 31, 2025 for the third milestone was de minimus. As of December 31, 2025, the remaining milestones were not considered probable, and no additional compensation expense had been recorded.