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Glucotrack details Lokahi reverse merger financials

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Form Type
425

Rhea-AI Filing Summary

Glucotrack, Inc. (GCTK) filed an amendment to a prior current report to add required financial information related to a previously completed reverse merger with Lokahi Therapeutics Inc. The amendment supplies historical financial statements, pro forma consolidated financial information, and a detailed management discussion and analysis for Lokahi.

The amendment attaches unaudited condensed financials for the six months ended June 30, 2026 and 2025, audited financial statements for the years ended December 31, 2025 and 2024, MD&A for Lokahi, and unaudited pro forma consolidated information. It does not report new events beyond what was described in the earlier acquisition completion report.

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reverse merger transaction financial
"in connection with the reverse merger transaction previously reported"
A reverse merger transaction is a way for a private company to become publicly traded by merging into or being acquired by an existing public company, often a dormant “shell” that already has a stock listing. It matters to investors because it can quickly create a public market for the private company’s shares and change ownership and financial transparency, similar to taking over a car that already has registration rather than going through the entire process of getting new registration.
pro forma financial information financial
"provide the financial statements and pro forma financial information required"
Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations financial
"section to be titled “Management’s Discussion and Analysis of Financial Condition and Results"
A narrative section in a company’s financial reports where executives explain recent results, financial condition, cash flow, key drivers and risks in plain language. It matters to investors because it adds context and forward-looking insight beyond raw numbers—like a tour guide pointing out causes of past performance, potential pitfalls and management’s plans—helping assess whether the company’s trends and assumptions are credible and likely to continue.
unaudited proforma consolidated financial information financial
"99.4 | | Unaudited proforma consolidated financial information"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What does Glucotrack, Inc. (GCTK) report in this Form 8-K/A amendment?

Glucotrack, Inc. provides the financial statements, pro forma consolidated financial information, and Lokahi Therapeutics Inc. MD&A required in connection with the previously completed reverse merger transaction. No new events beyond the earlier acquisition disclosure are reported.

How is the Lokahi reverse merger reflected for GCTK in this report?

The reverse merger with Lokahi Therapeutics Inc. is reflected through historical financial statements for Lokahi and unaudited pro forma consolidated financial information, showing how the combined company’s results would look after the transaction.

What financial periods for Lokahi are included in Glucotrack’s exhibits?

The exhibits include unaudited condensed financial information as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, plus audited financial statements for the years ended December 31, 2025 and 2024.

What analysis is provided about Lokahi in the Glucotrack (GCTK) report?

The amendment includes a section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lokahi Therapeutics Inc.” as an exhibit, offering narrative analysis of Lokahi’s financial condition and operating results.

Does this Glucotrack amendment change the previously reported merger terms?

No. The amendment states it is filed solely to add the required financial and pro forma information related to the reverse merger and does not amend or update other disclosures from the earlier acquisition completion report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

Amendment No. 1

 

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. ☐

 

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 (this “Amendment”) to the Current Report on Form 8-K originally filed by Glucotrack, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on July 15, 2026 (the “Original Report”), is being filed solely to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K in connection with the reverse merger transaction previously reported under Item 2.01 (Completion of Acquisition or Disposition of Assets) in the Original Report.

 

This Amendment does not reflect any events occurring after the filing of the Original Report and does not amend or update any disclosures contained therein, except as expressly provided herein.

 

 

 

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

The disclosure set forth under Item 2.01 in the Company’s Original Report is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses or Funds Acquired

 

Unaudited condensed financial information of Lokahi Therapeutics Inc. (“Lokahi”) as of June 30, 2026, and for the six months ended June 30, 2026 and 2025, and the related notes, which are included as Exhibit 99.1 hereto and incorporated herein by reference; and

 

Audited financial statements of Lokahi for the years ended December 31, 2025, and December 31, 2024, and the related notes, which are included as Exhibit 99.2 hereto and incorporated herein by reference.

 

The financial information in the section to be titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lokahi Therapeutics Inc.” is included as Exhibit 99.3 hereto and incorporated herein by reference.

 

(b) Pro Forma Financial Information

 

The unaudited pro forma combined balance sheets of the Company and Lokahi as of June 30, 2026 have been prepared to reflect the effects of the merger as if it occurred on June 30, 2026. The unaudited pro forma combined statements of operations for the Company and Lokahi for the year ended December 31, 2025, and the six months ended June 30, 2026, assume the merger closed on January 1 of the respective year, which are included as Exhibit 99.4 hereto and incorporated herein by reference.

 

(d) Exhibits

 

Exhibit No.   Description
23.1   Consent of Kreit & Chiu CPA LLP, Independent Registered Public Accounting Firm.
99.1   Unaudited condensed financial information as of June 30, 2026, and for the six months ended June 30, 2026 and 2025
99.2   Audited financial statements for the years ended December 31, 2025 and December 31, 2024
99.3   Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lokahi Therapeutics Inc. for the six months June 30, 2026
99.4   Unaudited proforma consolidated financial information
104   Cover Page Interactive Data File (embedded within the inline XBRL document)

 

 

 

 

SIGNATURE

 

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.

 

  Glucotrack, Inc.
   
Date: August 28, 2026 By: /s/ Erik Emerson
  Name: Erik Emerson
  Title: Chief Executive Officer