IGAP Integrity Applications Inc

Item 1.01 Entry into a Material Definitive Agreement

GlucoTrack, Inc. a medical device and digital health platform company focused on diabetes and prediabetes, announced the closing of a firm commitment underwritten public offering of shares of its common stock with gross proceeds to the Company expected to be approximately $10.0 million, before deducting underwriting discounts and other estimated expenses payable by the Company. The offering consisted of 7,352,942 shares of common stock and pre-funded warrants to purchase shares of common stock at a price to the public of $1.36 per share (less $0.001 in exercise price per pre-funded warrant).

The Company entered into an underwriting agreement with Aegis Capital Corp. on April 13, 2023.

The Company intends to use the net proceeds from this offering primarily for working capital and general corporate purposes, which may include, without limitation, engaging in acquisitions or other business combinations or investments, sales and marketing activities, general and administrative matters and capital expenditures.

Aegis Capital Corp. acted as the sole book-running manager for the offering.

The offering was made pursuant to an effective shelf registration statement on Form S-3 (No. 333- 259664) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on September 27, 2021. A final prospectus supplement and accompanying prospectus (collectively, the “Prospectus”) describing the terms of the proposed offering was filed with the SEC and is available on the SEC’s website located at http://www.sec.gov. Electronic copies of the Prospectus may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010.

ITEM 9.01 Exhibit