UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
On July 25, 2025, Grant Thornton furnished the Company with the Auditor Letter. The Company is filing this Amendment No. 1 to the Original 8-K (the “Amendment”) solely to amend Item 4.01 and provide the Auditor Letter as an exhibit to this filing.
Except as expressly noted above, this Amendment does not modify or update in any way disclosures made in the Original 8-K. Accordingly, this Amendment should be read in conjunction with the Original 8-K.
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm.
On July 18, the Audit Committee (the “Audit Committee”) of the board of directors (the “Board”) of the Company approved the engagement of CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2025, effective July 18, 2025. On July 18, 2025, the Company dismissed Grant Thornton as the Company’s independent registered public accounting firm, effective immediately.
The reports of Grant Thornton on the Company’s financial statements for either of the past two years did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, other than including an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through July 18, 2025, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Grant Thornton would have caused Grant Thornton to make reference thereto in its reports on the consolidated financial statements for such years.
As disclosed in the Form 10-K for the year ended December 31, 2024, the management identified material weaknesses in internal control over financial reporting related to general IT controls, lack of sufficient accounting personnel, and inadequate segregation of duties, Other than these internal control matters, there were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K and related instructions) during the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through July 18, 2025. The Audit Committee discussed the Company’s material weaknesses in internal control over financial reporting with Grant Thornton and the Company has authorized Grant Thornton to respond fully to any inquiries of the Company’s new independent registered public accounting firm, CBIZ concerning the subject matter of these material weaknesses.
The Company provided Grant Thornton with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that Grant Thornton furnish the Company with a letter addressed to the Securities and Exchange Commission, pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Grant Thornton agrees with the statements related to them made by the Company in this report. A copy of Grant Thornton’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm.
As disclosed above, on July 18, 2025, the Audit Committee of the Board approved the engagement of CBIZ as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2025, effective July 18, 2025.
During the fiscal years ended December 31, 2024 and 2023 and through July 18, 2025, neither the Company, nor anyone on its behalf, consulted CBIZ regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by CBIZ that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter from Fahn Kanne & Co. Grant Thornton Israel, dated July 25, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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: July 25, 2025 | ||
| GLUCOTRACK, INC. | ||
| By: | /s/ Paul Goode | |
| Name: | Paul Goode | |
| Title: | Chief Executive Officer | |