Glucotrack, Inc.

false 0001506983 0001506983 2026-08-18 2026-08-18 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 18, 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 5.07. Submission of Matters to a Vote of Security Holders. Summary of Proposals Submitted to Stockholders On August 18, 2026, Glucotrack, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 17, 2026: Proposal 1: The election of six directors, each to serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified. Proposal 2: The approval, on an advisory basis, of the 2025 executive compensation of the Company’s named executive officers (“Say-on-Pay”). Proposal 3: The ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Proposal 4: The approval of one or more amendments to the Company’s certificate of incorporation (as amended, the “Certificate of Incorporation”) to effect one or more reverse stock splits of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an aggregate ratio not to exceed one-for-thirty (the “Reverse Stock Split”). Proposal 5: The approval of a proposed warrant inducement, including the repricing of certain existing warrants and the issuance of new inducement warrants to the holders of such existing warrants and the issuance of shares of Common Stock upon exercise thereof, for purposes of complying with Nasdaq Listing Rule 5635(d) (the “Warrant Inducement”). Voting Results On the record date, there were 7,719,121 shares of Common Stock issued and outstanding. Of the 7,719,121 votes that were eligible to be cast by the holders of the Common Stock at the Annual Meeting, 2,786,974 votes, or approximately 36.10% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below: Proposal 1: Election of Directors. The Company’s stockholders elected the following directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The votes regarding the election of these directors were as follows: Director Nominee Votes For Votes Against Abstentions Broker Non-Votes Andrew K. Balo 960,882 75,038 83,448 1,667,606 Victoria Carr-Brendel 960,826 75,088 83,454 1,667,606 Erin Carter 960,573 75,278 83,517 1,667,606 Erik Emerson 961,363 74,550 83,455 1,667,606 Paul V. Goode 934,050 134,410 50,908 1,667,606 Luis Malavé 960,650 75,211 83,507 1,667,606 Proposal 2: Advisory Vote on Executive Compensation (Say-on-Pay). The Company’s stockholders approved, on an advisory basis, the 2025 executive compensation of the Company’s named executive officers. The votes regarding this proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 962,623 122,785 33,960 1,667,606 Proposal 3: Ratification of the Appointment of CBIZ CPAs P.C. The Company’s stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes regarding this proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 2,621,952 134,874 30,148 — Proposal 4: Approval of the Reverse Stock Split. The Company’s stockholders approved the proposal to amend Article IV of the Certificate of Incorporation to effect one or more Reverse Stock Splits at an aggregate ratio not to exceed one-for-thirty. The votes regarding this proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 2,099,338 674,484 13,152 — Proposal 5: Approval of the Warrant Inducement. The Company’s stockholders approved the Warrant Inducement, including the repricing of certain existing warrants and the issuance of new inducement warrants to the holders of such existing warrants and the issuance of shares of Common Stock upon exercise thereof, for purposes of complying with Nasdaq Listing Rule 5635(d). The votes regarding this proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 895,306 138,265 85,797 1,667,606 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: August 19, 2026 GLUCOTRACK, INC. By: /s/ Erik Emerson Name: Erik Emerson Title: Chief Executive Officer