Glucotrack, Inc.

false 0001506983 0001506983 2026-09-10 2026-09-10 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): September 10, 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. Private Placement On September 10, 2026, Glucotrack, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company issued senior secured convertible promissory notes (the “Notes”) in the aggregate principal amount of $11,596,172.68, in exchange for (i) aggregate cash consideration of $4,500,000 and (ii) the surrender and exchange of $4,545,014.69 in aggregate principal amount of certain outstanding senior secured convertible promissory notes held by certain Investors, reflecting an aggregate purchase price of $9,045,014.69 and a 22% original issue discount. The Notes bear interest at the rate of 8% per annum on the outstanding principal amount and mature nine (9) months from September 10, 2026. Following the occurrence of any Event of Default (as defined in the 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 Notes are secured by a security interest in substantially all of the assets of the Company and its subsidiaries pursuant to the Company’s existing security agreement, and share in the collateral on an equal and ratable basis with the Company’s other outstanding obligations secured thereunder. The 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) $3.12, representing the Nasdaq Minimum Price (as defined in the Note) and (ii) 80% of the lowest daily volume weighted average price of the common stock, par value $0.001 per share, of the Company (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”). The total cumulative number of shares of Common Stock issued upon conversion of the Notes and exercise of the Warrants, in the aggregate, may not exceed 19.99% of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless and until the Company obtains stockholder approval of the issuance of the underlying Common Stock in accordance with Nasdaq Listing Rule 5635(d) (the “Stockholder Approval”). If the volume weighted average price of the Common Stock is less than the Floor Price (as defined in the Purchase Agreement) then in effect on each of any ten (10) consecutive trading days, the Floor Price shall, subject to the Company’s receipt of the Stockholder Approval, automatically reset to, and thereafter equal, the lowest volume weighted average price during such ten (10) trading day period. The Conversion Price and Floor Price are subject to adjustment for stock splits, stock combinations, stock dividends, reclassifications, dilutive issuances, share combination events, and reorganization or change of control transactions. The sale of the Notes and Warrants (as described below) is referred to herein as the “Financing.” The Financing closed on September 10, 2026 (the “Closing”), resulting in gross proceeds to the Company of $4,500,000, before deducting the Placement Agent’s fees and other offering expenses. The Purchase Agreement, the Notes and the Warrants are collectively referred to herein as the “Transaction Documents.” Warrants On September 10, 2026, the Company also issued to the Investors warrants (the “Warrants” and, together with the Notes, the “Securities”) to purchase 4,831,739 shares of Common Stock, representing a number of shares equal to 125% of each Investor’s principal amount under its Note divided by $3.00. The Warrants are exercisable for a period of five (5) years from the date of issuance at an exercise price of $7.50 per share; provided that, in each case, the shares of Common Stock issuable upon exercise of the Warrants are subject to the Exchange Cap and may not be issued in excess thereof unless and until the Company obtains the Stockholder Approval. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. Other Terms of Purchase Agreement Registration Rights The Company is required to file a registration statement (or add the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants (the “Registrable Securities”) to an existing registration statement on file with the SEC that has not yet been declared effective) within ten (10) days after the Closing (the “Required Filing Registration Date”) covering the resale of Registrable Securities. The Company is required to use commercially reasonable efforts to cause such registration statement to be declared effective within forty-five (45) days of the Closing Date (the “Required Effective Registration Date”). If the registration statement is not filed by the Required Filing Registration Date, the Company shall issue and deliver to the Investors a number of shares of Common Stock equal to $250,000 divided by the lowest traded price of the Common Stock between the Closing Date and the Required Filing Registration Date, and for every thirty (30) days thereafter that the registration statement is not filed, the Company shall issue and deliver to the Investors a number of additional shares of Common Stock equal to $250,000 divided by the lowest traded price of the Common Stock during such thirty (30) day period, subject to an aggregate cap of $1,500,000 in shares (collectively with any shares issuable pursuant to a failure to achieve effectiveness of the registration statement by the Required Effective Registration Date or a failure to ob