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 |