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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): October 13, 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 |
|
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
1.01. Entry Into a Material Definitive Agreement.
On
October 13, 2026, Glucotrack, Inc. (the “Company”)
entered into a Waiver Agreement (the “Waiver”) with certain holders (the “Holders”) of warrants to purchase shares
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued pursuant to the Securities Purchase
Agreement, dated as of July 14, 2026, by and among the Company and the Holders (such agreement, the “Purchase Agreement,”
and such warrants, the “Existing Warrants”). The Waiver was executed by holders constituting the Requisite
Holders (as defined in the Purchase Agreement), as required by Section 11.9 of the Purchase Agreement. The Waiver provides for the waiver
and termination of (i) the restriction under Section 5.10(a) of the Purchase Agreement on the Company’s issuance of, entry into
any agreement to issue, or announcement of the issuance of, shares of Common Stock or Common Stock equivalents (other than exempted securities)
until ninety (90) days following the effectiveness of the registration statement and receipt of the stockholder approval contemplated
thereby, which waiver is effective as to all Holders, and (ii) the exercise price adjustment under Section 3(e) of the Existing Warrants
in connection with any variable rate transaction, which waiver, in accordance with Section 5(m) of the Existing Warrants, is effective
only with respect to the Existing Warrants held by Holders that executed the Waiver.
In
consideration for the Waiver, the Company has become obligated to issue new warrants (the “New Warrants”) to purchase an
aggregate of 406,198 shares of Common Stock (the “Warrant Shares”) to the Holders. The New Warrants have an
exercise price of $7.50 per share, expire five (5) years from the date of issuance, and are not exercisable unless and until the
Company obtains stockholder approval for the issuance of the Warrant Shares in accordance
with Nasdaq Listing Rule 5635. Exercise of the New Warrants is subject to a 9.99% beneficial ownership limitation, and the exercise
price is subject to customary adjustments, subject to a floor price equal to 20% of the closing sale price of the Common Stock on
the date of issuance of the New Warrants. Except as expressly set forth in the Waiver, the Purchase Agreement, the Existing Warrants
and the other transaction documents remain in full force and effect. The foregoing descriptions of the Waiver and the New Warrants
do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Waiver and the form
of New Warrant, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
The
New Warrants and the Warrant Shares will be issued by the Company to the Holders in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities
Act.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of New Warrant |
| 10.1 |
|
Form of Waiver Agreement |
| 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: October 19, 2026 |
|
|
| |
|
|
| |
GLUCOTRACK, INC. |
| |
|
|
| |
By: |
/s/ Erik
Emerson |
| |
Name: |
Erik Emerson |
| |
Title: |
Chief Executive Officer |
