Glucotrack, Inc. (GCTK) SEC Filings

Glucotrack, Inc. is offering 169,388 common shares and 1,350,220 pre-funded warrants, each exercisable for one common share, in a registered direct offering; the supplement also covers 1,350,220 shares issuable upon exercise. Reported share counts reflect a 1-for-15 reverse split effective August 28, 2026. The offering price is $2.04 per share and $2.039 per warrant; warrants are immediately exercisable at $0.001 per share, subject to a 4.99% beneficial-ownership limit that holders may elect to increase to 9.99%.

Glucotrack estimates net proceeds of approximately $2.85 million, intended to repay existing debt, with the remainder for general corporate and working-capital purposes. It estimates an immediate $16.52 decrease in net tangible book value per common share for purchasers, with as-adjusted net tangible book value of $(14.48) per share. As of June 30, 2026, it had approximately $1.12 million in cash and a $159 million accumulated deficit; it said recurring losses and projected cash needs raise substantial doubt about its ability to continue as a going concern. A U.S. study of its continuous glucose monitor depends on FDA approval of a resubmitted IDE after agency feedback.

Glucotrack, Inc. (GCTK) priced a registered direct offering of 169,388 common shares at $2.04 each and pre-funded warrants to purchase up to 1,350,220 shares at $2.039 each. The warrants are immediately exercisable at $0.001 per share and expire when exercised in full. The company expects approximately $3.1 million in gross proceeds before placement-agent fees and other offering expenses; it expects to use net proceeds to pay off existing debt, with the remainder for working capital and general corporate purposes.

The offering was priced at-the-market under Nasdaq rules and is being conducted on a “best efforts” basis through Dawson James Securities, Inc. The closing is expected on September 25, 2026, subject to customary closing conditions. Glucotrack agreed, subject to exceptions, to restrictions for six months following closing on certain share issuances, registration filings, and Variable Rate Transactions. Its directors and executive officers agreed to 90-day lock-ups after filing of the final prospectus, subject to limited exceptions. Glucotrack agreed to pay Dawson James a cash fee of 8.0% of gross proceeds from sales it arranged.

Glucotrack, Inc. (GCTK) outlined Lōkahi Therapeutics’ clinical priorities, ai² platform and post-combination structure. Glucotrack Technologies remains a wholly owned subsidiary focused on continuous blood glucose monitoring, while Lōkahi focuses on therapeutic asset development and its ai² platform. Glucotrack Technologies is funded under the resource allocation defined in the merger agreement, while the parent company’s core business and financing allocations are directed to Lōkahi. Conversion of Series A convertible preferred stock remains subject to applicable Nasdaq requirements and other conditions.

LT-100, a biologic program for osteoarthritis knee pain, is the immediate priority. Its clinical protocol has been submitted for regulatory review, and study initiation is targeted in the near term, subject to regulatory feedback and standard development requirements. The planned study will assess safety and efficacy with once-weekly subcutaneous administration compared with the historical regimen of 15 weekly intradermal injections. The ai² network applies evaluation processes across more than 12,000 decommissioned, deprioritized, or abandoned late-stage pharmaceutical programs; over 45 assets met initial screening criteria in its first year, and preliminary business development discussions are underway for certain opportunities. Qare is an early-stage initiative within ai² Accelerator.

Glucotrack, Inc. (GCTK) issued a shareholder update on its post-combination structure, LT-100 development and Lōkahi Therapeutics’ ai² platform. Glucotrack Technologies remains a wholly owned subsidiary developing continuous blood glucose monitoring technology, while Lōkahi focuses on therapeutic assets and platform growth. Conversion of the Series A convertible preferred stock remains subject to applicable Nasdaq requirements and other conditions; Glucotrack Technologies is funded under the merger agreement’s resource allocation, while the parent company’s core business and financing allocations are directed to Lōkahi.

LT-100, a biologic program for osteoarthritis knee pain, has a clinical protocol submitted for regulatory review; study initiation is targeted in the near term, subject to regulatory feedback and standard development requirements. The planned study is designed to assess once-weekly subcutaneous injections against the historical regimen of 15 weekly intradermal injections. The ai² Pipeline is supported by a network of more than 14 university partners and industry collaborators and applies due diligence across more than 12,000 decommissioned, deprioritized or abandoned late-stage programs. More than 45 assets met initial screening criteria in its first year, with preliminary business-development discussions underway for certain opportunities. Qare is an early-stage ai² Accelerator initiative.

Glucotrack, Inc. (GCTK) reported that on September 14, 2026, director Paul V. Goode resigned from the Board of Directors, effective immediately. He stated that his resignation was based on his conclusion that there is a potential for a conflict of interest between Glucotrack and its subsidiary in connection with ongoing discussions about implementing the duties, rights and obligations of the entities under the merger agreement relating to the business combination with Lokahi Therapeutics, Inc.

Glucotrack provided Goode with these disclosures in advance and invited him to submit a letter stating whether he agrees with the company’s description; any such letter will be filed as an exhibit to an amended report. His resignation notice is filed as Exhibit 17.1 and incorporated by reference.

Glucotrack, Inc. (GCTK) has filed a resale Form S-1 registering up to 43,447,017 shares of common stock for selling stockholders, largely tied to prior financings: bridge notes and warrants, an equity line of credit with White Lion Capital, an interim PIPE, and a September 2026 PIPE of secured convertible notes and warrants. Glucotrack is not selling shares in this offering but may separately sell up to $50 million of shares to the ELOC investor over three years, and could receive additional cash from warrant exercises.

The filing describes Glucotrack’s July 2026 business combination with Lokahi Therapeutics, leaving Lokahi (bee venom–based LT‑100 for inflammatory pain) and Glucotrack Technologies (implantable continuous blood glucose monitor) as operating subsidiaries. Former Lokahi holders received equity equal to 90% of fully diluted shares at closing.

The registered shares equal about 5,442% of the 798,390 shares outstanding on September 14, 2026, creating substantial potential resale overhang. The company discloses a history of net losses (accumulated deficit about $151.8 million) and a going‑concern warning, and details repeated Nasdaq compliance issues and a 1‑for‑15 reverse stock split effective August 28, 2026 to help maintain its Nasdaq Capital Market listing.

Glucotrack, Inc. (GCTK) disclosed that it amended Common Warrants issued in an August 4, 2026 private placement so that neither the holder nor the company may exercise those warrants or issue any related shares until stockholders approve the issuance in accordance with Nasdaq Listing Rule 5635(d).

On September 11, 2026, stockholders at a special meeting approved two stock-issuance proposals tied to existing financings. One covers the full issuance of common shares to White Lion Capital, LLC under a common stock purchase (ELOC) agreement, and the other covers shares issuable upon conversion of senior secured convertible Bridge Notes and exercise of Bridge Warrants, in each case where the issuances may exceed 20% of previously outstanding common stock. A quorum was reached with 3,661,960 shares represented out of 10,578,822 outstanding.

Glucotrack, Inc. (GCTK) entered into a private financing on September 10, 2026, issuing senior secured convertible notes with an aggregate principal of $11,596,172.68, consisting of $4,500,000 in new cash and $4,545,014.69 of existing notes exchanged, reflecting a 22% original issue discount. The notes bear 8% annual interest, increase to 18% upon default, mature nine months from September 10, 2026, and are secured by substantially all company and subsidiary assets on a pari passu basis with existing secured obligations.

The notes are convertible at the lower of $3.12 (the Nasdaq Minimum Price) or 80% of the lowest 15-day VWAP, subject to a floor equal to 20% of the Nasdaq Minimum Price and a 19.99% Exchange Cap unless shareholders approve more. Investors also received 4,831,739 five-year warrants at an exercise price of $7.50 per share, plus registration rights with timing-based share penalties capped at $1,500,000 in value. The company agreed to most-favored-nation protections, restrictions on additional equity issuance and variable-rate financings, and paid Dawson James Securities a 7% cash fee, placement agent warrants, and up to $50,000 in expenses. Gross cash proceeds were $4,500,000 before fees.

Glucotrack, Inc. (GCTK) entered into a Settlement and Release Agreement with Alto Opportunity Master Fund and other parties to resolve disputes related to indebtedness that Alto asserted had an outstanding principal of approximately $10.9 million owed by Apimeds Pharmaceuticals US, Inc. The parties are jointly and severally obligated to pay Alto an initial $2.0 million in cash, another $2.0 million through a convertible promissory note, and up to $125,000 of Alto’s legal fees.

The convertible promissory note bears interest at 5% per annum and is payable in four quarterly installments of $500,000 in principal plus accrued interest, beginning on November 30, 2026 and ending on August 31, 2027. Alto may elect to convert the note’s outstanding principal into Glucotrack common stock at a conversion price of $2.98 per share, subject to customary adjustments, a 9.99% beneficial ownership limitation, and applicable Nasdaq limits on share issuances. The note provides for increased interest and acceleration following events of default, after a five-business-day cure period. The settlement includes customary releases and covenants not to sue, with Alto’s release becoming effective once all required amounts are paid.