Glucotrack updates $19.7M illustrative merger loss

Two bridge financings provided $4,450,000 and $3,500,000 in gross proceeds; a separate agreement permits up to $50,000,000 in stock purchases over three years.

Rhea-AI Filing Summary

Glucotrack, Inc. (GCTK) completed its merger with Lokahi Therapeutics on July 14, 2026, making Lokahi a direct wholly owned subsidiary. The updated unaudited pro forma statements reflect Glucotrack’s 1-for-15 reverse stock split, effective August 28, 2026. Merger consideration totaled $33,327,384, equivalent to 5,323,013 common shares after the split; common and Series A convertible preferred shares were structured so former Lokahi holders collectively held 90% of Glucotrack’s total issued and outstanding equity.

The illustrative combined statements report net losses of $19,699,822 for the six months ended June 30, 2026 and $28,135,308 for the year ended December 31, 2025; they are not projections of future results. Financing includes bridge issuances generating $4,450,000 and $3,500,000 in gross proceeds, plus a $2,000,000 Interim PIPE issued for 177,778 pre-funded warrants at $11.25 per share. A separate three-year agreement gives Glucotrack the right, but not the obligation, to require purchases of up to $50,000,000 in common stock, subject to limitations and conditions; Glucotrack has not sold shares under it.

Filing Explained

The bridge financings were senior secured convertible notes: the July 14 issue had a face amount of $5,705,128, gross proceeds of $4,450,000, an 8% simple coupon and an April 14, 2027 maturity, while the August 4 issue had a face amount of $4,487,180, gross proceeds of $3,500,000, the same coupon, a May 4, 2027 maturity, and each financing included warrants.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate merger consideration transferred: $33,327,384 Common-equivalent shares to be issued: 5,323,013 shares Pro forma net loss: $19,699,822 +5 more

8 metrics

Aggregate merger consideration transferred $33,327,384 Merger with Lokahi

Common-equivalent shares to be issued 5,323,013 shares Merger consideration, after the 1-for-15 reverse stock split

Pro forma net loss $19,699,822 Six months ended June 30, 2026

Pro forma net loss $28,135,308 Year ended December 31, 2025

Bridge financing gross proceeds $4,450,000 July 14, 2026 issuance

Follow-on bridge financing gross proceeds $3,500,000 August 4, 2026 issuance

Interim PIPE terms $2,000,000 gross proceeds; 177,778 pre-funded warrants at $11.25 per share Interim PIPE

Equity purchase agreement Up to $50,000,000 Glucotrack may require purchases over a three-year period, subject to limitations and conditions

Key Terms

pro forma condensed combined financial information, acquisition method, purchase price allocation, fair value option, +1 more

5 terms

pro forma condensed combined financial information financial

"unaudited pro forma condensed combined financial information"

acquisition method financial

"accounted for as an acquisition of Lokahi by Glucotrack using the acquisition method"

purchase price allocation financial

"preliminary purchase price allocation for the Merger"

Purchase price allocation is the accounting process that breaks down the total amount paid for an acquired business into specific pieces—like tangible assets, identifiable intangible assets (brands, patents, customer lists) and goodwill—based on their estimated fair values. Investors care because this breakdown affects future earnings, tax costs and reported asset values: higher allocations to amortizable intangibles or goodwill can change profit volatility, depreciation and potential impairment charges, similar to splitting a restaurant bill to see what you actually bought versus what you paid extra for goodwill.

fair value option financial

"recorded at fair value using the fair value option"

An accounting election that lets a company measure eligible financial assets and liabilities at their current market price, recording gains and losses in the income statement as those prices move. For investors it matters because choosing the fair value option makes reported profits and asset values respond immediately to market swings—like revaluing a house to today’s sale price—so it can increase earnings volatility while giving a more up‑to‑date view of value.

pre-funded warrants financial

"issued 177,778 pre-funded warrants to the investor"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Lokahi shareholders receive in the GCTK merger?

Each outstanding Lokahi common share was entitled to a proportionate share of consideration comprising Glucotrack common stock equal to an aggregate 19.99% of Glucotrack common shares outstanding immediately before the merger and Series A convertible preferred stock so former Lokahi holders collectively held 90% of total issued and outstanding equity. The aggregate consideration was $33,327,384, equivalent to 5,323,013 common shares after the reverse split.

What were GCTK’s pro forma net losses?

The pro forma combined net loss was $19,699,822 for the six months ended June 30, 2026, and $28,135,308 for the year ended December 31, 2025. The statements assume the merger occurred on the first day of each respective period and are illustrative, not intended to project future results.

What were the terms of GCTK’s bridge financings?

On July 14, 2026, Glucotrack issued $5,705,128 face amount of senior secured convertible notes and warrants for $4,450,000 in gross proceeds; on August 4, it issued another $4,487,180 face amount of notes and warrants for $3,500,000 in gross proceeds. Both had a 22% original issue discount and an 8% simple coupon, with maturities on April 14 and May 4, 2027, respectively.

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

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Available on EDGAR 10/13/2026 - 04:45 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:45 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

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. 2 (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 (as amended by the Form 8-K/A filed on August 28, 2026, the “Original Report”), is being filed solely to update the unaudited pro forma financial statements provided in the Original Report to reflect the 1-for-15 reverse stock split of the Company’s issued and outstanding common stock, which became effective on August 28, 2026 at 4:30 p.m. Eastern Time.

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 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

● The unaudited pro forma combined balance sheet of the Company and Lokahi Therapeutics Inc. (“Lokahi”) as of June 30, 2026 has been prepared to reflect the effects of the merger between the Company and Lokahi (the “merger”) as if it occurred on June 30, 2026 and give effect to the 1-for-15 reverse stock split that became effective on August 28, 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 and also reflect the reverse stock split. These financial statements are included as Exhibit 99.1 hereto and incorporated herein by reference.

(d) Exhibits

Exhibit No.		Description
99.1		Unaudited pro forma condensed combined 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: October 13, 2026	By:	/s/ Erik Emerson
	Name:	Erik Emerson
	Title:	Chief Executive Officer

Exhibit 99.1

unaudited pro forma financial information

On July 14, 2026 (the “Closing Date”), Glucotrack, Inc., a Delaware corporation (“Glucotrack”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Glucotrack Merger Sub, Inc., a Nevada corporation (“Merger Sub”), Lokahi Therapeutics, Inc., a Nevada corporation (“Lokahi”), Glucotrack Technologies Inc. (“Operating Sub”), and Paul V. Goode, solely in his capacity as representative for the Operating Sub (the “Operating Sub Representative”). The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions” and the closing of the Transactions is referred to herein as the “Closing”.

Pursuant to the terms and conditions of the Merger Agreement, immediately prior to the Closing, articles of merger (the “Articles of Merger”) were filed with the Secretary of State of the State of Nevada (such time of the filing of the Articles of Merger, the “Effective Time”), in accordance with the Nevada Revised Statutes (the “NRS”). Pursuant to the Articles of Merger, Merger Sub was merged with and into Lokahi (the “Merger”), with Lokahi surviving the Merger. As a result of the Merger, Lokahi became a direct wholly owned subsidiary of Glucotrack. At the Effective Time, all of the property, rights, privileges, powers and franchises of Lokahi and Merger Sub vested in Lokahi and all of the debts, liabilities and duties of Lokahi and Merger Sub became the debts, liabilities and duties of Lokahi. The Closing occurred simultaneously with the execution and delivery of the Merger Agreement on the Closing Date.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and is presented for illustrative purposes only. The unaudited pro forma condensed combined balance sheet gives effect to the merger between Glucotrack and Lokahi as if the transaction had occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025, and for the six months ended June 30, 2026, give effect to the transaction as if it had occurred on the first day of the respective periods presented.

The unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the historical financial statements and related notes of Glucotrack and Lokahi as well as the other financial information included elsewhere in this filing. The pro forma adjustments reflected herein are based upon available information and assumptions that management believes are reasonable under the circumstances.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the combined company’s financial position or results of operations would have been had the transaction been completed on the dates assumed. In addition, the unaudited pro forma condensed combined financial information is not intended to project the future financial position or operating results of the combined company following completion of the transaction.

All references to shares of common stock and per share amounts  in these unaudited pro forma financial statements reflect a 1-for-15 reverse stock split of Glucotrack’s issued and outstanding common stock, which became effective on August 28, 2026 at 4:30 p.m. Eastern Time.

Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2026

		Glucotrack Historical				Lokahi Historical				Transaction Accounting Adjustments				Pro Forma Combined
Revenue		$	—			$	—			$	—			$	—
Operating expenses:
General and administrative			3,455,000				4,097,726				—				7,552,726
Research and development expenses			4,148,000				1,860,886				—				6,008,886
Total operating expenses			7,603,000				5,958,612				—				13,561,612
Loss from operations			(7,603,000	)			(5,958,612	)			—				(13,561,612	)
Other income (expense)
Interest expense			—				(2,161,232	)			(737,564	)(e)			(2,898,796	)
Change in fair value of derivative liabilities			1,000				—				—				1,000
Loss on issuance of convertible notes			—				—				(2,716,171	)(f)			(2,716,171	)
Other income (expense), net			(546,000	)			21,757				—				(524,243	)
Total other income (expense)			(545,000	)			(2,139,475	)			(3,453,735	)			(6,138,210	)
Net loss		$	(8,148,000	)		$	(8,098,087	)		$	(3,453,735	)		$	(19,699,822	)
Other comprehensive income:
Foreign currency translation adjustment			11,000				—				—				11,000
Comprehensive loss for the period		$	(8,137,000	)		$	(8,098,087	)		$	(3,453,735	)		$	(19,688,822	)
Net loss per share – basic and diluted												(d)(g)		$	(65.77	)
Weighted average common shares outstanding – basic and diluted												(d)(g)			299,517

(d) Pro forma weighted average shares outstanding consist of Glucotrack’s historical weighted average shares outstanding plus the common stock issued in the Merger, deemed outstanding from January 1, 2026. The Series A convertible preferred stock is excluded as its effect would be anti-dilutive. Lokahi historical shares were exchanged in the Merger and are not included.

(e) Reflects pro forma interest expense on the Bridge Notes of $737,564, comprising the 8% simple coupon as if the Bridge Notes had been outstanding for the entire period ($228,205) and issuance costs of $509,359 expensed at closing.

(f) Reflects the nonrecurring day-one loss of $2,716,171 on the Bridge Financing, representing the excess of the fair value of the Bridge Notes ($6,436,867) and Bridge Warrants ($729,304) over the gross proceeds of $4,450,000.

(g) Reflects a 1-for-15 reverse stock split of Glucotrack common stock.

Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2025

		Glucotrack Historical				Lokahi Historical				Transaction Accounting Adjustments				Pro Forma Combined
Revenue		$	—			$	—			$	—			$	—
Operating expenses:
General and administrative			6,277,000				7,173,299				—				13,450,299
Research and development expenses			9,813,000				1,632,416				—				11,445,416
Total operating expenses			16,090,000				8,805,715				—				24,895,715
Loss from operations			(16,090,000	)			(8,805,715	)			—				(24,895,715	)
Other income (expense)
Interest income (expense), net			—				36,030				—				36,030
Change in fair value of derivative and warrant liabilities			(3,267,000	)			22,377				—				(3,244,623	)
Other income (expense), net			26,000				—				—				26,000
Finance income (expense), net			(57,000	)			—				—				(57,000	)
Total other income (expense)			(3,298,000	)			58,407				—				(3,239,593	)
Net loss		$	(19,388,000	)		$	(8,747,308	)		$	—			$	(28,135,308	)
Net loss per share – basic and diluted												(d)(e)		$	(236.97	)
Weighted average common shares outstanding – basic and diluted												(d)(e)			118,729

(d) Pro forma weighted average shares outstanding consist of Glucotrack’s historical weighted average shares outstanding plus the common stock issued in the Merger, deemed outstanding from January 1, 2025. The Series A convertible preferred stock is excluded as its effect would be anti-dilutive. Lokahi historical shares were exchanged in the Merger and are not included.

(e) Reflects a 1-for-15 reverse stock split of Glucotrack common stock.

Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026

		Glucotrack Historical				Lokahi Historical				Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents		$	1,124,000			$	53,186			$	9,440,641	(e)(f)(g)		$	10,617,827
Prepaid expenses			—				2,235,997				—				2,235,997
Other current assets			257,000				—				—				257,000
Total current assets			1,381,000				2,289,183				9,440,641				13,110,824
Operating lease right-of-use asset, net			19,000				156,162				—				175,162
Property and equipment, net			95,000				51,929				—				146,929
In-process research and development and other identified intangible assets			—				—				25,400,000	(a)			25,400,000
Goodwill			—				—				14,668,103	(a)			14,668,103
Total assets		$	1,495,000			$	2,497,274			$	49,508,744			$	53,501,018
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	1,116,000			$	2,436,147			$	—			$	3,552,147
Accrued interest			—				1,140,350				—				1,140,350
Notes payable – related party			—				500,100				—				500,100
Notes payable, net			1,692,000				5,000,000				—				6,692,000
Convertible notes at fair value			—				—				11,738,734	(e)(f)			11,738,734
Operating lease liability			19,000				59,523				—				78,523
Other current liabilities			161,000				—				—				161,000
Total current liabilities			2,988,000				9,136,120				11,738,734				23,862,854
Long-term portion of operating lease liability							101,873				—				101,872
Loans from stockholders			248,000				—				—				248,000
Warrant liability			—				—				1,090,165	(e)(f)			1,090,165
Total liabilities			3,236,000				9,237,993				12,828,899				25,302,892
Stockholders’ equity:
Series A convertible preferred stock, $0.001 par value			—				—				46	(b)(h)			46
Common stock			6,000				1,000				(6,523)	(b)(c)(h)			477
Additional paid-in capital			158,187,000				2,057,513				33,275,348	(b)(c)(g)(h)			193,519,861
Accumulated other comprehensive income			52,000				—				—				52,000
Accumulated deficit			(159,986,000	)			(8,799,232	)			3,410,974	(c)(e)(f)			(165,374,258	)
Total stockholders’ equity			(1,741,000	)			(6,740,719	)			36,679,846				28,198,127
Total liabilities and stockholders’ equity		$	1,495,000			$	2,497,274			$	49,508,744			$	53,501,018

(a) Represents the preliminary purchase price allocation for the Merger, reflecting the recognition of $25,400,000 of in-process research and development and other identified intangible assets and $14,668,103 of goodwill of Lokahi. See Note 2.

(b) Represents the fair value of the common stock and Series A convertible preferred stock issued to former Lokahi stockholders as merger consideration. See Note 2.

(c) Represents the elimination of the historical equity of Lokahi (common stock, additional paid-in capital and accumulated deficit).

(d) The $5.0 million bridge loan to Lokahi, related accrued interest and associated fees are already reflected in Lokahi’s June 30, 2026 historical balances, and goodwill has been computed using Lokahi’s June 30, 2026 net book values.

(e) Represents the Bridge Financing described in Note 3: net cash proceeds of $3,940,641, with the Bridge Notes recorded at fair value of $6,436,867, the liability-classified Bridge Warrants recorded at fair value of $729,304, and the related day-one loss of $2,716,171 and issuance costs of $509,359 charged to accumulated deficit.

(f) Represents the follow-on bridge financing described in Note 3: net cash proceeds of $3,500,000, with the additional Bridge Notes recorded at fair value of $5,301,867, the liability-classified additional Bridge Warrants recorded at fair value of $360,861, and the related day-one loss of $2,162,728 charged to accumulated deficit.

(g) Represents the Interim PIPE described in Note 3. $2,000,000 gross proceeds issued in prefunded warrants at $11.25  per share.

(h) Reflects a 1-for-15 reverse stock split of Glucotrack common stock. Par value remains $0.001 per share; the resulting reduction in the aggregate par value of common and preferred stock is reclassified to additional paid-in capital. Total stockholders’ equity is unchanged.

notes to the unaudited pro forma financial information

Note 1 Basis of Presentation

The unaudited condensed combined pro forma financial information has been prepared to illustrate the effect of the merger between Glucotrack and Lokahi which closed on July 14, 2026 (the “Acquisition Date”). The merger is accounted for as an acquisition of Lokahi by Glucotrack using the acquisition method. Accordingly, the assets and liabilities of Lokahi are remeasured at fair value at the Acquisition Date. The unaudited condensed combined balance sheet assumes the merger closed on June 30, 2026. The unaudited condensed combined statements of operations 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.

This unaudited condensed combined pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X and has been condensed. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States have been condensed or omitted. This unaudited condensed combined pro forma financial information should be read in conjunction with the audited and unaudited financial statements of Glucotrack and Lokahi included elsewhere.

Note 2 Acquisition Accounting

Each share of common stock of Lokahi issued and outstanding prior to the merger was entitled to receive a proportionate share of the merger consideration consisting of (A) shares of common stock of Glucotrack equal to an aggregate of 19.99% of the total number of shares Glucotrack common stock issued and outstanding immediately prior to the merger and (B) shares of Series A convertible preferred stock, par value $0.001 per share of Glucotrack such that the holders of existing Lokahi stock collectively hold 90% of the total issued and outstanding equity of Glucotrack. The consideration was valued using the closing price of Glucotrack common stock on July 14, 2026, of $6.261 on an as-if-converted basis for the Series A preferred stock. The total equivalent number of common shares to be issued was 5,323,013, after giving effect to the 1-for-15 reverse stock split. The aggregate value of the consideration transferred was $33,327,384.

The purchase price was allocated to the fair value of the Lokahi assets acquired, including identified intangible assets, and the liabilities assumed as follows:

Current assets		$	2,289,183
Property, equipment and assets under operating leases			208,091
In-process research and development and other identified intangible assets			25,400,000
Goodwill			14,668,103
Less liabilities assumed			(9,237,993	)
Fair value of net assets acquired		$	33,327,384
Total common equivalent shares issued			5,323,013
Quoted price of Glucotrack common stock		$	6.261
Fair value of consideration transferred		$	33,327,384

Note 3 Financing transactions

In connection with the Merger, Glucotrack entered into a securities purchase agreement, dated July 14, 2026 (the “Purchase Agreement”), with certain investors (the “Bridge Investors”), pursuant to which Glucotrack agreed to issue senior secured convertible promissory notes for gross proceeds of approximately $4.45 million (the “Bridge Notes”) and common stock purchase warrants (the “Bridge Warrants” and, together with the Notes, the “Bridge Securities”) (such transactions, the “Bridge Financing”). $5,705,128 face senior secured convertible notes and freestanding warrants issued 7/14/2026 for gross proceeds of $4,450,000 (22% OID, 8% simple coupon, maturity 4/14/2027), less issuance costs of $509,359 expensed at closing (net cash $3,940,641). Notes recorded at fair value of $6,436,867 using the fair value option. Liability-classified warrants at fair value of $729,304; day-one loss of $2,716,171 plus issuance costs charged to accumulated deficit.

On August 4, 2026, Glucotrack issued additional senior secured convertible promissory notes with an aggregate face amount of $4,487,180 and additional common stock purchase warrants to select investors pursuant to the Purchase Agreement, for gross proceeds of $3,500,000 (22% OID, 8% simple coupon, maturity 5/4/2027), with no issuance costs. The additional notes were recorded at fair value of $5,301,867 using the fair value option and the liability-classified additional warrants at fair value of $360,861; the related day-one loss of $2,162,728 was charged to accumulated deficit. The senior secured convertible promissory notes were accompanied by an additional equity financing of $2,000,000 (“the Interim PIPE”). The interim PIPE consisted of $2,000,000 in proceeds received by the Company issued at the premium price of $11.25 per share. As consideration the Company issued 177,778  pre-funded warrants to the investor.

On July 14, 2026, Glucotrack entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with an investor, pursuant to which Glucotrack has the right, but not the obligation, to require the investor to purchase, from time to time over a three-year period, up to $50,000,000 of shares of Glucotrack common stock, subject to certain limitations and conditions set forth in the ELOC Purchase Agreement. Glucotrack has not sold any shares pursuant to the ELOC Purchase Agreement.

Note 4 Pro Forma Adjustments

The pro forma adjustments reflected on condensed combined balance sheet on June 30, 2026 show the elimination of Lokahi’s historical equity balances, the issuance of the merger consideration, the purchase price allocation and the bridge financings. The following pro forma adjustments to the June 30, 2026 balance sheet assume the merger transactions closed on June 30, 2026.

	A.	Preliminary purchase price allocation reflecting in-process research and development and other identified intangible assets of $25,400,000 and goodwill of $14,668,103
	B.	Fair value of common stock and Series A convertible preferred stock issued to former Lokahi stockholders.
	C.	Elimination of the historical equity of Lokahi.
	D.	The $5.0 million bridge loan to Lokahi, related accrued interest and associated fees are already reflected in Lokahi’s June 30, 2026 historical balances, and goodwill has been computed using Lokahi’s June 30, 2026 net book values.
	E.	Reflect the Bridge financing of $5,705,128 face senior secured convertible notes and freestanding warrants issued 7/14/2026 for gross proceeds of $4,450,000 (22% OID, 8% simple coupon, maturity 4/14/2027), less issuance costs of $509,359 expensed at closing (net cash $3,940,641). Notes recorded at fair value of $6,436,867 using the fair value option. Liability-classified warrants at fair value of $729,304; day-one loss of $2,716,171 plus issuance costs charged to accumulated deficit. Also reflects the follow-on bridge financing of $4,487,180 face senior secured convertible notes and freestanding warrants issued 8/4/2026 for gross proceeds of $3,500,000 (22% OID, 8% simple coupon, maturity 5/4/2027), with no issuance costs. Notes recorded at fair value of $5,301,867 using the fair value option. Liability-classified warrants at fair value of $360,861; day-one loss of $2,162,728 charged to accumulated deficit.

F. Represents the follow-on bridge financing described in Note 3: net cash proceeds of $3,500,000, with the additional Bridge Notes recorded at fair value of $5,301,867, the liability-classified additional Bridge Warrants recorded at fair value of $360,861, and the related day-one loss of $2,162,728 charged to accumulated deficit.

G. Represents the Interim PIPE described in Note 3. $2,000,000 gross proceeds issued in prefunded warrants at $11.25 per share.

H. Reflects a 1-for-15 reverse stock split of Glucotrack common stock. Par value remains $0.001 per share; the resulting reduction in the aggregate par value of common and preferred stock is reclassified to additional paid-in capital. Total stockholders’ equity is unchanged.

Note 5 Earnings Per Share (EPS)

Pro forma earnings per share is calculated using the weighted-average number of shares outstanding, giving effect to the exchange ratio established in the Merger Agreement. In accordance with reverse acquisition guidance, the number of shares used to calculate historical EPS has been retroactively recast to reflect the 90% ownership stake held by former Lokahi shareholders. This ensures that the earnings per share data is comparable across all periods presented and reflects the impact of the shares retained by Glucotrack shareholders and the shares issued in the Merger as if those shares were outstanding throughout the entire duration of the periods reported.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 284.4 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB