Glucotrack, Inc.

false 0001506983 0001506983 2026-08-04 2026-08-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): August 4, 2026 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) 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)) 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 The Nasdaq Stock Market LLC 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 1.01. Entry Into a Material Definitive Agreement. On August 4, 2026, Glucotrack, Inc. (the “Company”) entered into a series of definitive agreements providing for (i) a follow-on investment in the Company’s existing bridge financing (the “Bridge Follow-On”) and (ii) an interim private placement (the “Interim PIPE” and, together with the Bridge Follow-On, the “Follow-On Financing”). This section describes the material provisions of the Follow-On Financing but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the agreements, copies of which are filed as exhibits to this Current Report on Form 8-K. Unless otherwise defined herein, capitalized terms used below have the meanings ascribed to them in the applicable Follow-On Financing agreements. As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2026, on July 14, 2026, the Company entered into a Securities Purchase Agreement (the “Existing SPA”) with certain investors (the “Existing Bridge Investors”) pursuant to which the Company issued to the Existing Bridge Investors senior secured convertible promissory notes (the “Bridge Notes”) and common stock purchase warrants (the “Bridge Warrants”) for gross proceeds of approximately $4.45 million (such transactions, the “Bridge Financing”). In connection with the Bridge Financing, the Company also entered into a related Security Agreement (the “Security Agreement,” and together with the Existing SPA, the Bridge Notes, the Bridge Warrants and any other documents or agreements executed or delivered in connection therewith, the “Bridge Documents”). Bridge Follow-On On August 4, 2026, certain investors (collectively, the “New Investors”) entered into a joinder to participate in the Bridge Financing. Pursuant to the joinder, the New Investors joined the Existing SPA and the Security Agreement and agreed to invest an aggregate of $3,500,000 in the Bridge Follow-On, in exchange for the issuance of Follow-On Bridge Notes and Follow-On Bridge Warrants (each as defined below). The Existing Bridge Investors constituting the Requisite Holders (as defined in the Existing SPA) consented to the Bridge Follow-On and the Interim PIPE, and waived all applicable provisions of the Bridge Documents (and any other documents to which they and the Company are party) otherwise triggered or affected by the Follow-On Financing. Follow-On Bridge Notes On August 4, 2026, the Company issued to the New Investors senior secured convertible promissory notes in substantially identical form to the Bridge Notes (the “Follow-On Bridge Notes”) in the aggregate principal amount of $3,500,000, with an aggregate face amount of $4,487,179, reflecting a 22% original issue discount. The Follow-On Bridge Notes bear interest at the rate of 8% per annum on the outstanding principal amount and mature nine (9) months from July 14, 2026. Following the occurrence of any Event of Default (as defined in the Follow-On Bridge Notes), the outstanding principal amount, together with any past due and unpaid interest, will bear interest at a rate of 18% per annum until paid in full. The Follow-On Bridge Notes are secured by a first-priority security interest in the assets of the Company and its subsidiaries (excluding the Operating Sub Assets (as defined in the Existing SPA)) on the same basis as the Bridge Notes under the Security Agreement. The Follow-On Bridge Notes are not convertible until the Company obtains stockholder approval of the issuance of the underlying common stock, par value $0.001 per share (“Common Stock”), in accordance with Nasdaq Listing Rule 5635(d) (the “Stockholder Approval”). Following Stockholder Approval, the Follow-On Bridge Notes are convertible, in whole or in part, at any time on or after the issuance date, at a conversion price equal to the lower of (i) the Nasdaq Minimum Price (as defined in the Existing SPA) and (ii) 80% of the lowest daily volume weighted average price of the Common Stock during the fifteen (15) trading days immediately preceding the applicable conversion notice, subject in each case to a floor price equal to 20% of the Nasdaq Minimum Price. The conversion price and floor price are subject to customary adjustment for stock splits, stock dividends, reclassifications, dilutive issuances, share combination events, and reorganization or change of control transactions. Follow-On Bridge Warrants On August 4, 2026, the Company also issued to the New Investors Common Stock purchase warrants in substantially identical form to the Bridge Warrants (the “Follow-On Bridge Warrants”) exercisable for a number of shares of Common Stock equal to 125% of the aggregate principal amount of the Follow-On Bridge Notes divided by the exercise price (i.e., $4,375,000 divided by the exercise price). The Follow-On Bridge Warrants are not exercisable until the Company obtains the Stockholder Approval. Following the Stockholder Approval, the Follow-On Bridge Warrants are exercisable for a period of five (5) years from the date of issuance and have an exercise price per share equal to $35,000,000 divided by the number of outstanding shares of Common Stock, subject to a floor price equal to 20% of the Nasdaq Minimum Price. Subject to the Stockholder Approval, the floor price is subject to reset if the volume-weighted average price of the Common Stock is below the floor price for ten (10) consecutive trading days. The Bridge Financing Documents (as defined in the Company’s Current Report on Form 8-K filed with the SEC on July 15, 2026), including the Existing SPA, the Bridge Notes, the Bridge Warrants and the Security Agreement, otherwise continue in full force and effect, as amended and supplemented by the Follow-On Bridge Notes and the Follow-On Bridge Warrants. Copies of the form of Fol