Glucotrack, Inc.

false --12-31 0001506983 0001506983 2026-07-09 2026-07-09 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): July 9, 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, par value $0.001 per share 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. Merger Agreement This section describes the material provisions of the Merger Agreement (as defined herein) but does not purport to describe all of the terms thereof. Glucotrack, Inc.’s stockholders and other interested parties are urged to read such agreement in its entirety. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement. General Description of the Merger Agreement On July 14, 2026 (the “ Closing Date ”), Glucotrack, Inc., a Delaware corporation (the “ Acquiror ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Glucotrack Merger Sub, Inc., a Nevada corporation (“ Merger Sub ”), Lokahi Therapeutics, Inc., a Nevada corporation (the “ Company ”), Glucotrack Technologies Inc. (“ Operating Sub ”), and Paul V. Goode, solely in his capacity as representative for the Operating Sub (the “ Operating Sub Representative ”). The transactions contemplated by the Merger Agreement are referred to herein as the “ Transactions ” and the closing of the Transactions is referred to herein as the “ Closing ”. Pursuant to the terms and conditions of the Merger Agreement, immediately prior to the Closing, articles of merger (the “ Articles of Merger ”) were filed with the Secretary of State of the State of Nevada (such time of the filing of the Articles of Merger, the “ Effective Time ”), in accordance with the Nevada Revised Statutes (the “ NRS ”). Pursuant to the Articles of Merger, Merger Sub was merged with and into the Company (the “ Merger ”), with the Company surviving the Merger (the resulting entity, the “ Surviving Corporation ”). As a result of the Merger, the Company became a direct wholly owned subsidiary of Acquiror. At the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub vested in the Surviving Corporation and all of the debts, liabilities and duties of the Company and Merger Sub became the debts, liabilities and duties of the Surviving Corporation. The Closing occurred simultaneously with the execution and delivery of the Merger Agreement on the Closing Date. Transaction Consideration At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Merger Sub or the holder of any existing common stock of the Company (the “ Existing Company Common Stock ”): (i) each share of common stock of Merger Sub, issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and nonassessable share of common stock of the Company (the “ Company Common Stock ”); and (ii) each share of Existing Company Common Stock issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive a portion of the Merger Consideration (as defined below), consisting of (A) shares of common stock, par value $0.001 per share, of the Acquiror (the “ Acquiror Common Stock ”), such that the aggregate number of shares of Acquiror Common Stock issued to all holders of Existing Company Common Stock equals 19.99% of the total number of shares of Acquiror Common Stock issued and outstanding as of the date of the Merger Agreement, and (B) shares of Series A convertible preferred stock, par value $0.001 per share of the Acquiror (the “ Acquiror Preferred Stock ”), with each holder of such shares receiving, for each share of Existing Company Common Stock held immediately prior to the Effective Time, a pro rata portion of the Merger Consideration, such that, immediately following the Effective Time, the holders of Existing Company Common Stock collectively hold, on a fully-diluted and as-converted to Acquiror Common Stock basis, 90.0% of the total issued and outstanding equity securities of the Acquiror calculated on a fully diluted basis (the “ Company Allocation ”); provided, however, that any dilution attributable to Bridge Shares (as defined in the Merger Agreement) and PIPE Shares (as defined in the Merger Agreement) shall be borne solely by the Company Allocation, such that Acquiror’s existing stockholders shall, in no event, hold less than 10.0% of the total issued and outstanding equity securities of the Acquiror on a fully diluted basis immediately following the Effective Time (the “ Acquiror Stockholder Floor ”). The shares of Acquiror Common Stock, Acquiror Preferred Stock, and Company Common Stock issued pursuant to the terms of the Merger Agreement are collectively referred to as the “ Merger Consideration .” Proxy Statement and Stockholder Meeting Following the Closing, the Acquiror shall prepare and file with the Securities and Exchange Commission (the “ SEC ”) a proxy statement on Schedule 14A under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) in connection with the solicitation of proxies from the Acquiror Stockholders for the approval of the following matters (collectively, the “ Proposals ”): (i) the approval, for purposes of Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d), of the issuance of (a) shares of Acquiror Common Stock issuable upon conversion of the Acquiror Preferred Stock pursuant to the Conversion (as defined below), and (b) the Floor True-Up Shares (as defined below), and (ii) such other proposals as are required by applicable Law, the Acquiror Organizational Documents (as defined in the Merger Agreement”), and the applicable rules of The Nasdaq Stock Market LLC (“ Nasdaq ”) (as amended or supplemented from time to time, the “ Proxy Statement ”). The Acquiror shall use its reasonable best efforts to (i) respond to any comments of the SEC with respect to the preliminary Proxy Statement, (ii) ca