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 23, 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
7.01. Regulation FD Disclosure.
On
September 23, 2026, Glucotrack, Inc., a Delaware corporation (the “Company”), issued a shareholder update. The update is
furnished as Exhibit 99.1.
The
information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the
Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates
it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Shareholder Update, dated September 23, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
September 23, 2026 |
|
| |
|
| |
GLUCOTRACK,
INC. |
| |
|
|
| |
By: |
/s/
Erik Emerson |
| |
Name:
|
Erik
Emerson |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Lōkahi
Therapeutics™ and Glucotrack CEO Erik Emerson Provides Strategic Update on LT-100, ai² Platform Growth and Clinical Development
Priorities
RUTHERFORD,
N.J., and LA JOLLA, CA: Sept. 23, 2026 — Lōkahi Therapeutics™ today issued a strategic corporate update highlighting
progress in its LT-100 development program, expansion of its ai² platform, and priorities for advancing and monetizing differentiated
therapeutic assets.
A
Clear View of Who We Are
A
Message From Our CEO, Erik Emerson
Good
morning. I’m Erik Emerson, CEO of Lōkahi Therapeutics™ and Glucotrack.
As
many of you know, we completed our strategic business combination on July 14. Since then, we have continued to work through the post-closing
matters contemplated by the transaction, including the steps required for the conversion of the Series A convertible preferred stock,
which remains subject to applicable Nasdaq requirements and other conditions. I wanted to take this opportunity to provide an update
on where we are today, what we are building, and where we are headed next.
Over
the past year, Lōkahi Therapeutics™ has sharpened its focus around a clear objective:
To
build a clinical-stage biopharmaceutical company capable of discovering, advancing, and monetizing differentiated healthcare opportunities.
The
merger advanced that objective by creating a structure that allows both businesses to move forward with clarity and purpose. Today, Glucotrack
Technologies continues to operate as a wholly owned subsidiary focused on developing its continuous blood glucose monitoring technology,
while Lōkahi Therapeutics™ remains focused on therapeutic asset development, portfolio expansion, and the continued growth
of our ai² platform. In this structure, Glucotrack Technologies is funded through the resource allocation defined in the merger
agreement, while the Glucotrack parent company’s core business and financing allocations are directed to the Lōkahi Therapeutics™
business.
The
Lōkahi Therapeutics™ strategy is straightforward: identify and acquire differentiated clinical-stage assets; apply disciplined
clinical, regulatory, and operational execution to generate meaningful value-inflection data; and pursue strategic licensing, partnership,
and royalty opportunities that maximize long-term value creation. By focusing on assets that have already completed important stages
of development, we believe we can deploy capital efficiently, reduce development risk, and maintain a diversified pipeline with multiple
potential paths to future value.
Today,
our immediate priority is LT-100.
LT-100
is a biologic development program designed for the treatment of osteoarthritis knee pain. We are advancing the regulatory, clinical,
manufacturing, and operational activities necessary to support the next stage of development. A clinical protocol has been submitted
for regulatory review, and we are targeting study initiation in the near term, subject to regulatory feedback and standard development
requirements.
The
planned study will evaluate the safety and efficacy of LT-100 administered by subcutaneous injection. Building on prior clinical experience,
the study is designed to assess the safety and efficacy of once-weekly subcutaneous administration as compared to the historical regimen
of 15 weekly intradermal injections.
Today,
we are working with regulators, preparing clinical operations, advancing manufacturing readiness, and building the infrastructure required
of a clinical-stage biopharmaceutical organization to support this trial and those that may follow.
Successful
biopharmaceutical companies create value through repeatable systems that identify, evaluate, and advance new opportunities over time.
Our
Actual Intelligence platform integrates scientific, clinical, regulatory, commercial, and financial judgment into a disciplined framework
for identifying opportunities, allocating resources, and creating value. We believe technology should enhance human judgment, not replace
it.
Across
the pharmaceutical industry, billions of dollars in prior investment remain trapped in assets that have been abandoned, deprioritized,
underfunded, or overlooked. In many cases, those programs were not stopped because the science failed. They were stopped because priorities
changed, capital disappeared, or strategic focus shifted. We believe value can be created by identifying these opportunities, evaluating
them rigorously, and advancing those that meet our scientific, regulatory, commercial, and strategic criteria.
Discover.
Advance. Monetize.
Those
three principles guide how we evaluate opportunities, allocate resources, and pursue growth.
The
first component is ai² Pipeline, our asset identification and evaluation engine. Supported by a growing network of more than
14 university partners, industry collaborators, and structured evaluation processes, the platform helps us identify opportunities that
may strengthen and expand our portfolio. Today, our network applies standard pharmaceutical due diligence processes across more than
12,000 decommissioned, deprioritized, or abandoned late-stage pharmaceutical programs. Through our ai² pipeline, university undergraduates
as well as graduate participants work alongside Lokahi leadership over an 8–10-week period to assess post Phase 1 biopharma opportunities
across business development, clinical strategy, regulatory pathways, intellectual property, market assessment, and commercialization
planning. This approach identified over 45 assets that met our initial screening criteria in its first year, and we are engaged in preliminary
business development discussions with respect to certain of these opportunities.
The
second component is ai² Talent.
We
leverage the student relationships generated through ai² Pipeline to foster emerging talent for the industry. Through ai² Talent,
participants gain exposure to real-world pharmaceutical decision-making while contributing to meaningful strategic work. At the same
time, we are building a growing ecosystem of future leaders, analysts, operators, and innovators who may contribute to Lōkahi Therapeutics™,
our partners, and the broader biopharmaceutical industry.
The
third component is ai² Accelerator, which supports emerging technology, data, and innovation initiatives that align with our long-term
strategy and have the potential to create opportunities across the broader healthcare ecosystem. One example is Qare, an emerging
initiative being developed within the Accelerator framework. While still in its early stages, Qare reflects the type of market-driven,
technology-enabled opportunity we believe can emerge from the intersection of experienced leadership, emerging talent, and disciplined
execution.
We
are intentionally combining experienced operators with emerging talent.
Experience
helps us avoid mistakes.
New
perspectives help us identify opportunities.
Together,
they create a stronger organization.
The
next chapter of Lōkahi Therapeutics™ will be defined by execution.
Executing
the planned clinical program for LT-100.
Converting
ai² Pipeline candidates into in-house programs.
Launching
Qare, our first Accelerator initiative.
Growing
the ai² university network.
As
I close this update, I want to emphasize exactly what our business model is:
| ● | Discover
near-term, value-creating therapeutics. |
| ● | Advance
them by enhancing process, indication, administration, or other elements that can generate
near-term value. |
| ● | Monetize
assets before completion of registration trials through a range of business development structures.
|
Thank
you for taking the time to learn more about Lōkahi Therapeutics™ and Glucotrack.
About
Lōkahi Therapeutics™
Lōkahi
Therapeutics™ (“Lōkahi”) is a capital-efficient biopharmaceutical platform company focused on identifying,
evaluating, acquiring, and advancing overlooked therapeutic assets. Through its ai² platform and ai² Futures Lab execution
model, Lōkahi integrates cross-functional expertise and disciplined decision-making to drive strategic development and
long-term value creation. For more information, please visit www.lokahithera.com. For more information about the ai²
Division programs, please visit www.ai2equals.com. Information on the company’s website does not constitute a part of
and is not incorporated by reference into this press release.
About
Glucotrack, Inc.
Glucotrack,
Inc. (NASDAQ: GCTK) operates Lōkahi and, through its subsidiary Glucotrack Technologies, Inc., focuses on the design, development,
and commercialization of novel technologies for people with diabetes, including a long-term implantable continuous blood glucose monitoring
system. The Glucotrack CBGM is an Investigational Device and is limited by federal (or United States) law to investigational use. For
more information, please visit 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
news 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,” “may,”
“plan,” “potential,” “targeting,” and “will” are intended to identify forward-looking
statements. 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); the ability to complete the remaining post-closing approvals and preferred stock conversion
in connection with the merger transaction, including the satisfaction of required regulatory approvals; the ability of Lōkahi to
identify, evaluate, acquire, and advance therapeutic assets; the ability to advance LT-100 through clinical development; the ability
to convert pipeline opportunities identified through the ai² platform into strategic transactions; the ability to successfully develop
and commercialize new initiatives; the ability to maintain and expand academic and institutional partnerships; the ability to successfully
integrate acquired assets into Lōkahi’s pipeline; general business and economic conditions; 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, 2025 as filed with the SEC on March 30, 2026.
Contact:
Glucotrack
GlucotrackPR@icrinc.com
Lōkahi
Therapeutics™
ir@lokahithera.com
