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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): September 24, 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
September 24, 2026, Glucotrack, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement
(the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), relating to the registered
direct offering and sale of an aggregate of (i) 169,388 shares (the “Shares”) of the Company’s common stock, par value
$0.001 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants” and, together with
the Shares, the “Securities”) to purchase up to an aggregate of 1,350,220 shares of Common Stock (the “Offering”).
The offering price per Share is $2.04, and the offering price per Pre-Funded Warrant is $2.039, which is equal to the offering price
per Share, less the $0.001 exercise price per Pre-Funded Warrant. The Pre-Funded Warrants will be immediately exercisable and will expire
when exercised in full.
The
Securities were offered by the Company pursuant to a prospectus supplement dated September 24, 2026, and accompanying prospectus dated
October 3, 2024, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (Registration No. 333-282297),
which was declared effective by the Securities and Exchange Commission (“SEC”), on October 3, 2024. A copy of the legal opinion
of Nelson Mullins Riley & Scarborough LLP relating to the validity of the Shares and the shares of Common Stock issuable upon exercise
of the Pre-Funded Warrants is filed herewith as Exhibit 5.1.
Dawson
James Securities, Inc. (the “Placement Agent”), acted as the placement agent for the Offering pursuant to a placement agency
agreement (the “Placement Agency Agreement”), dated September 24, 2026, by and between the Company and the Placement Agent.
The
gross proceeds to the Company from the Offering will be approximately $3.1 million, before deducting Placement Agent fees and other offering
expenses payable by the Company. The Company expects to use the net proceeds from the Offering to pay off existing debt, with the remainder
to be used for working capital and general corporate purposes. The closing of the Offering is expected to occur on September 25, 2026.
The
Purchase Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this
type. Under the terms of the Purchase Agreement, and subject to certain exceptions, the Company has agreed not to (i) issue, enter into
any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii)
file any registration statement or amendment or supplement thereto, other than with respect to the Registration Statement or a registration
statement on Form S-8, for a period of six (6) months following the closing of the Offering. The Company has also agreed not to effect
or enter into an agreement to effect any issuance of Common Stock or Common Stock equivalents involving a Variable Rate Transaction,
as defined in the Purchase Agreement, for a period of six (6) months following the closing of the Offering, subject to certain exceptions.
In
connection with the Offering, the Company’s directors and executive officers entered into lock-up agreements (the “Lock-Up
Agreements”) that provide that, for a period of 90 days after the filing of the final prospectus relating to the Offering, subject
to certain limited exceptions, the directors and executive officers will not, directly or indirectly, without the prior written consent
of the Placement Agent, (i) offer to sell, sell, contract to sell, pledge, grant, lend or otherwise transfer or dispose of any shares
of capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock (the “Lock-Up Securities”),
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Lock-Up Securities, (iii) establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations of the SEC promulgated thereunder with respect to any Common Stock owned directly by the director or executive officer (including
holding as a custodian) or with respect to which the director or executive officer has beneficial ownership within the rules and regulations
of the SEC, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Lock-Up Securities,
in cash or otherwise; (iv) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (v)
publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other
arrangement relating to any Lock-Up Securities.
Pursuant
to the Placement Agency Agreement, the Company has agreed to pay the Placement Agent a cash fee equal to 8.0% of the gross proceeds received
by the Company in the Offering from sales arranged for by the Placement Agent.
The
foregoing is only a summary of the material terms of the form of Securities Purchase Agreement, Placement Agency Agreement, form of Lock-Up
Agreement, and form of Pre-Funded Warrant and does not purport to be complete. It is qualified in its entirety by reference to the full
text of the form of Securities Purchase Agreement, the Placement Agency Agreement, the form of Lock-Up Agreement, and the form of Pre-Funded
Warrant, which are attached hereto as Exhibits 10.1, 10.2, 10.3, and 4.1, respectively, and incorporated by reference herein.
The
foregoing summary and the exhibits hereto also are not intended to modify or supplement any disclosures about the Company in its reports
filed with the SEC. In particular, the agreements and the related summary are not intended to be, and should not be relied upon, as disclosures
regarding any facts and circumstances relating to the Company or any of its subsidiaries or affiliates. The agreements contain representations
and warranties by the Company, which were made only for purposes of that agreement and as of specified dates. The representations, warranties
and covenants in the agreements were made solely for the benefit of the parties to the agreements; may be subject to limitations agreed
upon by the contracting parties, including being subject to confidential disclosures that may modify, qualify or create exceptions to
such representations and warranties; may be made for the purposes of allocating contractual risk between the parties to the agreements
instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Accordingly, the agreements are filed with this report only to provide investors with
information regarding the terms of the transactions contemplated thereby, and not to provide investors with any other factual information
regarding the Company. In addition, information concerning the subject matter of the representations, warranties and covenants may change
after the date of the agreements, which subsequent information may or may not be fully reflected in our public disclosures.
Item
7.01. Regulation FD Disclosure.
On
September 24, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
The
information presented in Item 7.01 of this Current Report on Form 8-K and the accompanying press release shall not be deemed to be “filed”
for purposes of Section 18 of 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 |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Nelson Mullins Riley & Scarborough LLP |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Placement Agency Agreement. |
| 10.3 |
|
Form of Lock-up Agreement |
| 23.1 |
|
Consent of Nelson Mullins Riley & Scarborough LLP (contained in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated September 24, 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 24, 2026 |
|
|
| |
|
|
| |
GLUCOTRACK,
INC. |
| |
|
|
| |
By: |
/s/
Erik Emerson |
| |
Name: |
Erik
Emerson |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Glucotrack,
Inc. Announces Pricing of $3 Million Public Offering
RUTHERFORD,
N.J. & LA JOLLA, Calif.: Sept. 24, 2026—(BUSINESS WIRE)—Glucotrack, Inc. (NASDAQ: GCTK) (“Glucotrack” or
the “Company”) today announced the pricing of a “best efforts” public offering of 169,388 shares of common stock
at a price of $2.04 per share and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase up to 1,350,220
shares of common stock at a price of $2.039 per pre-funded warrant. The Company expects to receive aggregate gross proceeds of approximately
$3,100,000, before deducting placement agent fees and offering expenses. The offering was priced at-the-market under Nasdaq rules. The
offering is expected to close on or about September 25, 2026, subject to the satisfaction of customary closing conditions.
Dawson
James Securities, Inc. is acting as the sole placement agent for the public offering.
This
public offering is being made by the Company pursuant to a registration statement on Form S-3 (File No. 333-282297), which was declared
effective by the United States Securities and Exchange Commission (“SEC”) on October 3, 2024. The securities may only be
offered by means of the final prospectus supplement and accompanying base prospectus relating to the offering. Copies of the final prospectus
supplement and accompanying base prospectus may be obtained, when available, from the SEC’s website at www.sec.gov or from Dawson
James Securities, Inc. Attention: Prospectus Department, 2700 North Military Trail, Suite 100, Boca Raton, FL 33431, investmentbanking@dawsonjames.com
or toll free at 866.928.0928.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction.
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 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
press release may contain statements that constitute “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are
statements other than historical facts and may include statements that address future operating, financial or business performance or
Glucotrack’s strategies or expectations and statements regarding the completion of the offering, and the satisfaction of customary
closing conditions related to the offering. In some cases, you can identify these statements by forward-looking words such as “may”,
“might”, “will”, “should”, “expects”, “plans”, “anticipates”,
“believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook”
or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s
current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business
decisions to differ materially from those contemplated by these statements. These risks and uncertainties include, but are not limited
to, the risk that the offering may not close when anticipated, or at all, as a result of the failure to satisfy customary closing conditions,
and market and other conditions. These risks and uncertainties also include, but are not limited to, those described under the caption
“Risk Factors” in Glucotrack’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC
on March 30, 2026, and in Glucotrack’s other filings with the SEC, which are available free of charge on the SEC’s website
at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking
statements attributable to Glucotrack or to persons acting on behalf of Glucotrack are expressly qualified in their entirety by reference
to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak
only as of the date they are made, and Glucotrack does not undertake any obligation to update them in light of new information, future
developments or otherwise, except as may be required under applicable law.
Contacts
Glucotrack
GlucotrackPR@icrinc.com
Lōkahi
Therapeutics™
ir@lokahithera.com
