Glucotrack, Inc. Announces Pricing of $4.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules with a Single Institutional Investor

Rhea-AI Summary

Glucotrack (Nasdaq: GCTK) entered a securities purchase agreement dated Dec 30, 2025, with a single institutional investor to sell 1,033,591 common shares (or equivalents) plus warrants to buy up to 2,067,182 shares at a combined effective price of $3.87 per share, for aggregate gross proceeds of approximately $4.0 million before fees.

The warrants carry a $3.87 exercise price, expire five years from initial exercise, and are not exercisable until shareholder approval. Closing is expected on or about Dec 31, 2025. Proceeds are planned for working capital and general corporate purposes. Curvature Securities is sole placement agent. The company agreed to file resale registration within 15 days of closing and use efforts to have it effective within 45 days.

Positive

• Gross proceeds of approximately $4.0 million
• Committed registration filing within 15 calendar days after closing
• Placement agent engaged: Curvature Securities

Negative

• Potential dilution of up to 3,100,773 shares including warrants
• Warrants not exercisable until shareholder approval, creating timing risk
• Securities initially unregistered and sold under Section 4(a)(2)/Reg D

News Market Reaction – GCTK

-10.85%

15 alerts

-10.85% News Effect

+22.8% Peak Tracked

-20.3% Trough Tracked

-$454K Valuation Impact

$4M Market Cap

1.0x Rel. Volume

On the day this news was published, GCTK declined 10.85%, reflecting a significant negative market reaction. Argus tracked a peak move of +22.8% during that session. Argus tracked a trough of -20.3% from its starting point during tracking. Our momentum scanner triggered 15 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $454K from the company's valuation, bringing the market cap to $4M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Private placement proceeds: $4.0 million Shares issued: 1,033,591 shares Warrants issued: 2,067,182 warrants +5 more

8 metrics

Private placement proceeds $4.0 million Aggregate gross proceeds before fees for the offering

Shares issued 1,033,591 shares Common stock (or equivalents) sold in the private placement

Warrants issued 2,067,182 warrants Common stock warrants issued alongside shares

Offering price $3.87 per share Effective combined price per share and common warrant

Warrant exercise price $3.87 per share Exercise price for common stock warrants

Warrant term 5 years Expiration from initial exercise date

Registration filing deadline 15 calendar days Deadline after closing to file resale registration statement

Effectiveness target 45 days Target after closing to have registration statement declared effective

Market Reality Check

Price: $1.54 Vol: Volume 47,596 is below th...

normal vol

$1.54 Last Close

Volume Volume 47,596 is below the 20-day average of 68,433, suggesting limited pre-news activity. normal

Technical Shares at $3.87 are trading below the 200-day MA of $7.59, reflecting a weak longer-term trend.

Peers on Argus

While GCTK was down 7.86%, peers appearing on the momentum scanner like EKSO and...

2 Up

While GCTK was down 7.86%, peers appearing on the momentum scanner like EKSO and HBIO were up 44.32% and 6.72%, respectively, indicating stock-specific pressure rather than a sector-wide move.

Historical Context

5 past events · Latest: Nov 13 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 13	Earnings and update	Negative	-4.3%	Q3 2025 losses, going-concern language, financing and clinical updates.
Nov 03	Shareholder vote call	Neutral	-0.1%	Reminder to vote on $20M purchase agreement exceeding 20% issuance cap.
Oct 29	Clinical advisor hire	Positive	-0.3%	Addition of PDN neuromodulation expert and CBGM development update.
Oct 28	Shareholder vote reminder	Neutral	+9.9%	Reminder of special meeting on equity purchase agreement with Sixth Borough.
Sep 11	Conference participation	Neutral	+5.2%	Announcement of Q3 Virtual Investor Summit presentation and meetings.

Pattern Detected

Recent news often showed price moves diverging from headline tone, with only the earnings/governance update aligning clearly negative.

Recent Company History

This announcement follows a series of capital-structure and financing-related developments. In Q3 2025, Glucotrack reported a net loss of $15.8 million over nine months and highlighted financing needs, with shares falling 4.3% after earnings. Multiple special-meeting reminders in October–November 2025 focused on an equity purchase agreement with Sixth Borough Capital, and one reminder saw a 9.94% gain despite the dilutive context. A clinical advisory appointment and conference participation had modest, mixed reactions, underscoring inconsistent trading around corporate updates.

Market Pulse Summary

The stock dropped -10.8% in the session following this news. A negative reaction despite the at-the-...

Analysis

The stock dropped -10.8% in the session following this news. A negative reaction despite the at-the-market pricing fits concerns about dilution and a fragile balance sheet. Prior filings highlighted net losses of $15.8 million over nine months and a need for additional funding, so new equity-linked capital can pressure existing holders. Historical news often produced divergent price moves, but earnings-related updates saw a -4.3% reaction, suggesting that funding tied to ongoing losses has previously weighed on sentiment.

Key Terms

private placement, warrants, placement agent, Regulation D, +3 more

7 terms

private placement financial

"announced that it has entered into a securities purchase agreement..."

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"and warrants to purchase up to 2,067,182 shares of common stock..."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

placement agent financial

"Curvature Securities LLC is acting as the sole placement agent..."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

Regulation D regulatory

"and/or Regulation D promulgated thereunder, and applicable state securities laws..."

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission..."

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Nasdaq rules regulatory

"Private Placement Priced At-the-Market Under Nasdaq Rules..."

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

Securities Act regulatory

"under the Securities Act of 1933, as amended (the "Securities Act")..."

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

AI-generated analysis. Not financial advice.

Rutherford, NJ., Dec. 30, 2025 (GLOBE NEWSWIRE) -- Glucotrack, Inc. (Nasdaq: GCTK) (the “Company”), a medical technology company focused on the design, development, and commercialization of novel technologies for people with diabetes, today announced that it has entered into a securities purchase agreement with a single institutional investor for the purchase and sale of 1,033,591 shares of common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 2,067,182 shares of common stock at an effective combined price of $3.87 per share and common warrant for aggregate gross proceeds of approximately $4.0 million, before deducting placement agent fees and other offering expenses. The warrants will have an exercise price of $3.87 per share, will not be exercisable until receipt of shareholder approval and will expire five years from the initial exercise date.

The closing of the offering is expected to occur on or about December 31, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering for working capital and general corporate purposes.

Curvature Securities LLC is acting as the sole placement agent in connection with the offering.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of a registration rights agreement entered into with the investor, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") covering the resale of the shares of common stock issued or underlying pre-funded or common warrants issued to the institutional investor no later than 15 calendar days after the closing of the offering and to use commercially reasonable efforts to have the registration statement declared effective within 45 days following the closing of the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Glucotrack, Inc.

Glucotrack, Inc. (NASDAQ: GCTK) is focused on the design, development, and commercialization of novel technologies for people with diabetes. The Company is currently developing a long-term implantable continuous blood glucose monitoring system for people living with diabetes.

Glucotrack's Continuous Blood Glucose Monitor (CBGM) is a long-term, implantable system that continually measures blood glucose levels with a sensor longevity of 3 years, no on-body wearable component and with minimal calibration. The Glucotrack CBGM is an Investigational Device and is limited by federal (or United States) law to investigational use.

For more information, please visit http://www.glucotrack.com. Information on the Company’s website does not constitute a part of and is not incorporated by reference into this press release.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “anticipate”, “believe”, “expect”, “plan” and “will” are intended to identify forward-looking statements, including, without limitation, statements relating to: the Company’s ability to consummate the closing of the offering when intended and the intended use of proceeds, the Company’s ability to satisfy closing conditions for the offering, the filing of a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issued or underlying pre-funded or common warrants issued to the institutional investor in connection with the offering. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. These statements relate only to events as of the date on which the statements are made, and Glucotrack undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. All of the forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated by Glucotrack will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Readers are cautioned that certain important factors may affect Glucotrack’s actual results and could cause such results to differ materially from any forward-looking statements that may be made in this news release. Factors that may affect Glucotrack’s results include, but are not limited to, the ability of Glucotrack to raise additional capital to finance its operations (whether through public or private equity offerings, debt financings, strategic collaborations or otherwise); risks relating to the receipt (and timing) of regulatory approvals (including U.S. Food and Drug Administration approval); risks relating to enrollment of patients in, and the conduct of, clinical trials; risks relating to Glucotrack’s future distribution agreements; risks relating to its ability to hire and retain qualified personnel, including sales and distribution personnel; and the additional risk factors described in Glucotrack’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 31, 2025.

Investor Relations:
investors@glucotrack.com

Media:
GlucotrackPR@icrinc.com

FAQ

How many shares did Glucotrack (GCTK) sell in the Dec 30, 2025 private placement?

Glucotrack agreed to sell 1,033,591 common shares (or equivalents) plus warrants.

What is the total potential dilution from Glucotrack's Dec 2025 offering (GCTK)?

The placement plus warrants could dilute up to 3,100,773 shares in total.

At what price were Glucotrack (GCTK) securities sold and what is the warrant exercise price?

The effective combined price and warrant exercise price are both $3.87 per share.

When can the warrants from Glucotrack's (GCTK) offering be exercised?

Warrants are not exercisable until the company obtains shareholder approval.

When is Glucotrack (GCTK) expected to close the private placement?

The company expects closing on or about December 31, 2025, subject to conditions.

How will Glucotrack (GCTK) use proceeds from the $4.0 million private placement?

The company expects to use net proceeds for working capital and general corporate purposes.

Will Glucotrack (GCTK) register the resale of shares sold in the private placement?

Yes; a registration statement will be filed within 15 calendar days after closing and efforts made to declare effective within 45 days.