Glucotrack, Inc. SEC Filings

Glucotrack, Inc. amended its July 14, 2026 Common Stock Purchase Agreement with White Lion Capital, LLC. The amendment sets a commitment fee of $1,000,000, to be paid in 2,505,513 shares of common stock issued within one business day after the related resale registration statement becomes effective. A new true-up mechanism requires Glucotrack to pay a cash True-Up Amount if the Commitment Fee Price is below the Minimum Price, equal to $1,000,000 minus 2,505,513 multiplied by the Commitment Fee Price, within 120 days after the Measurement Date. No true-up is owed if the Commitment Fee Price equals or exceeds the Minimum Price. All other terms of the equity line of credit agreement remain in effect, and the commitment share issuance relies on private offering exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D.

Glucotrack, Inc. arranged approximately $5.5 million of new capital with institutional investors, consisting of a $3.5 million follow-on senior secured convertible note financing and a $2.0 million equity-linked private placement. The company stated the $0.75-per-unit equity financing was priced at a premium to market.

The Follow-On Bridge Notes have an aggregate face amount of $4,487,179 (22% original issue discount), bear 8% annual interest, mature nine months from July 14, 2026, carry an 18% default rate, and are secured by a first-priority lien on most company assets. After stockholder approval under Nasdaq Listing Rule 5635(d), they become convertible at the lower of the Nasdaq Minimum Price or 80% of the lowest daily VWAP over 15 trading days, subject to a 20% floor. Follow-On Bridge Warrants become exercisable for five years after approval, with a formula-based exercise price and similar floor protections. In the Interim PIPE, Glucotrack issued 2,666,667 pre-funded warrants and 2,666,667 common warrants (exercise price $1.50) for $2,000,000 in gross proceeds, with a 4.99% (or 9.99%) beneficial ownership cap and resale registration rights under a Registration Rights Agreement.

Glucotrack, Inc. is calling a virtual special stockholder meeting in 2026 to seek approval under Nasdaq Listing Rule 5635(d) for two significant stock issuance arrangements and an adjournment authority.

Proposal 1 asks approval for the full issuance of common shares to White Lion Capital, LLC under a three-year equity line of credit, including up to $50,000,000 of purchase shares, $1,000,000 in commitment shares, and shares underlying a commitment warrant with up to $10,000,000 in value. Nasdaq rules currently cap these issuances at 19.99% of shares outstanding as of July 14, 2026 unless either pricing stays at or above the $0.39912 Minimum Price or stockholders approve larger issuances; failure to obtain approval within 60 days triggers $50,000 liquidated damages per 30-day period.

Proposal 2 seeks approval for full issuance of shares upon conversion of senior secured convertible Bridge Notes and exercise of Bridge Warrants issued for about $4.45 million of bridge financing tied to a merger with Lokahi Therapeutics. The notes carry a 22% original issue discount, 8% interest, and a nine-month maturity, with conversion and warrant exercise terms based on discounts to VWAP and subject to a Floor Price at 20% of the Minimum Price. Without approval, these securities remain outstanding but unconvertible or unexercisable and the company owes additional cash or share-based consideration.

Proposal 3 would allow adjournment of the meeting to solicit more proxies if needed. As of July 30, 2026, Glucotrack had 9,004,121 common shares outstanding, and major holders include RXRR Capital Partners and Apimeds Pharmaceuticals US, Inc., each above 6% ownership. The board unanimously recommends voting FOR all three proposals, while acknowledging that approvals would dilute existing stockholders and could affect control dynamics and market price.

Glucotrack, Inc., through its wholly owned subsidiary Lōkahi Therapeutics, reported progress on the development strategy for LT-100, aiming to simplify dosing from a historical regimen of up to 15 intradermal injections per treatment visit to a single subcutaneous injection per visit.

In a Type C meeting with the U.S. Food and Drug Administration in May 2026, the company discussed its proposed clinical strategy. A subsequent nonclinical minipig study comparing systemic exposure for subcutaneous versus intradermal administration provided information supporting planned clinical evaluation of the single-injection approach. Subject to ongoing development activities and regulatory review, clinical evaluation of single-injection LT-100 is anticipated as early as the fourth quarter of 2026, with a potential initial readout during the first half of 2027.

Glucotrack, Inc. amended an earlier current report to replace a prior exchange agreement with a new Exchange Agreement dated July 24, 2026, and to file the updated agreement as an exhibit. The new agreement relates to an existing promissory note originally issued on September 12, 2025, with an initial principal of $3,600,000 that has been partially reduced through two prior exchange agreements.

Under the revised terms, the company and an investor partitioned a new $900,000 promissory note (the “Partitioned Note”) from the original note. The investor may exchange all or part of this Partitioned Note into common stock, with the number of shares based on the lower of the last Nasdaq closing price or the five-day average before signing. Exchanges are non-cash and subject to a 9.99% beneficial ownership cap, and the exchange shares are to be delivered on or before August 31, 2026 under exemptions in Sections 4(a)(2) and 3(a)(9) of the Securities Act.

Glucotrack, Inc. entered into an Exchange Agreement on July 22, 2026 with an investor holding a promissory note originally issued on September 12, 2025 in a principal amount of $3,600,000. That note had previously been reduced by $600,000 under an April 13, 2026 exchange agreement and by a further $988,000 under an April 29, 2026 exchange agreement. Under the new agreement, the parties partitioned a new promissory note in the original principal amount of $900,000, referred to as the Partitioned Note, from the existing note.

The outstanding balance of the original note was reduced by the amount of the Partitioned Note, while the original note otherwise remains in effect. The investor may periodically exchange all or part of the Partitioned Note for shares of Glucotrack common stock, with the number of shares determined by dividing the exchanged amount by a “Minimum Price” based on recent Nasdaq Official Closing Prices. Each exchange is a surrender of note principal for shares, with no cash consideration from the investor. Issuances are subject to a 9.99% beneficial ownership limitation, so exchanges may occur in tranches. The Partitioned Note was issued under Section 4(a)(2) of the Securities Act, and the exchange shares rely on the exemption in Section 3(a)(9), with no commissions or other remuneration paid.

Glucotrack, Inc. is convening a virtual 2026 annual stockholder meeting to elect six directors, hold an advisory “say-on-pay” vote on 2025 executive compensation, ratify CBIZ CPAs P.C. as independent auditor for 2026, and consider capital-structure and warrant-related actions.

Stockholders are asked to authorize one or more reverse stock splits of common stock at an aggregate ratio of up to one-for-thirty, intended to help maintain compliance with Nasdaq’s minimum bid price requirements and potentially broaden institutional and analyst interest. They will also vote on a warrant inducement framework that would permit repricing existing private-placement warrants and issuing new inducement warrants in connection with cash exercises, structured to comply with Nasdaq Listing Rule 5635(d) and support financing flexibility following Glucotrack’s business combination with Lokahi Therapeutics. The proxy also details board independence, committee responsibilities, cybersecurity oversight and director compensation.

Glucotrack, Inc. completed a merger in which Lokahi Therapeutics became a wholly owned subsidiary and Lokahi’s stockholders received common and Series A preferred shares that will give them 90.0% of Glucotrack’s fully diluted equity after automatic preferred conversion, while pre‑merger holders retain at least 10.0% through a floor true‑up mechanism.

The legacy diabetes‑device business is being ring‑fenced into an operating subsidiary funded with a dedicated $7.0 million contribution plus all Glucotrack cash on hand. To support the transaction, Glucotrack raised about $4.45 million via senior secured convertible notes with a 22% original issue discount and accompanying warrants providing 125% coverage.

Separately, the company entered into a three‑year equity line with White Lion Capital for up to $50 million of stock sales, plus a $1.0 million share fee and a warrant of up to $10 million, all subject to Nasdaq’s 19.99% issuance cap and stockholder approvals. Erik Emerson became chief executive officer and a director, and the company believes its stockholders’ equity now exceeds Nasdaq’s $2.5 million minimum for continued listing, pending formal confirmation.