Glucotrack swaps $988K note for 1.3M shares

Q: How many Glucotrack (GCTK) shares are issued in the exchange?

The Exchange Agreement provides for issuance of 1,300,000 Glucotrack common shares in exchange for the $988,000 partitioned note. The issuance can occur in tranches if needed to comply with the agreed beneficial ownership limitation.

Q: What is the 19.9% beneficial ownership limitation for Glucotrack (GCTK)?

The exchange includes a beneficial ownership limitation of 19.9%, preventing the investor and affiliates from owning more than 19.9% of Glucotrack’s outstanding common stock. If that cap is reached, remaining note principal stays outstanding and can be exchanged later.

Q: Which Securities Act exemptions does Glucotrack (GCTK) rely on for this exchange?

Glucotrack states the partitioned note was issued under Section 4(a)(2) of the Securities Act, and the exchange shares rely on the Section 3(a)(9) exemption. These provisions cover private issuer transactions and exchanges of existing securities without extra investor consideration.

Q: Did Glucotrack (GCTK) release any additional materials with this filing?

Yes. Glucotrack furnished an updated investor presentation dated April 30, 2026 as Exhibit 99.1. The company notes this presentation is furnished, not filed, meaning it is not automatically subject to certain Exchange Act liability provisions.

Glucotrack, Inc. entered into an Exchange Agreement to swap a $988,000 partitioned promissory note for 1,300,000 shares of its common stock.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Glucotrack, Inc. entered into an Exchange Agreement to swap a $988,000 partitioned promissory note for 1,300,000 shares of its common stock. This is a debt-for-equity exchange with no cash paid by the investor, which reduces note principal while increasing the share count.

The issuance is subject to a 19.9% beneficial ownership limitation, so shares may be issued in tranches and any unexchanged portion of the note will remain outstanding. The company also furnished an updated investor presentation as an exhibit.

Insights

Glucotrack exchanges $988K of debt for 1.3M shares under a 19.9% cap.

Glucotrack is converting a portion of an existing promissory note into equity by partitioning a new $988,000 note and exchanging it for 1,300,000 common shares. No cash changes hands, so this is a balance-sheet transaction rather than new financing.

The move decreases outstanding note principal but dilutes equity holders, with the net effect depending on the company’s overall share count and debt load, which are not detailed here. A 19.9% beneficial ownership cap limits how many shares this investor can hold at once, so issuance may be staged over time.

The transaction relies on Section 4(a)(2) and Section 3(a)(9) Securities Act exemptions, signalling a private, issuer-investor exchange without underwriting fees. The updated investor presentation filed the next day may provide broader strategic and financial context around this capital structure adjustment.

8-K Event Classification

5 items: 1.01, 2.03, 3.02, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Original note principal: $3,600,000 Prior principal reduction: $600,000 Partitioned Note principal: $988,000 +4 more

7 metrics

Original note principal $3,600,000 Existing promissory note principal before prior $600,000 reduction

Prior principal reduction $600,000 Reduction to original note under April 13, 2026 exchange agreement

Partitioned Note principal $988,000 New promissory note partitioned from original note on April 29, 2026

Exchange Shares 1,300,000 shares Common stock issued in exchange for the $988,000 Partitioned Note

Beneficial ownership cap 19.9% of outstanding common stock Maximum combined ownership by investor and affiliates after exchanges

Exchange Agreement date April 29, 2026 Date Glucotrack and the investor entered the Exchange Agreement

Presentation date April 30, 2026 Date of updated investor presentation furnished as Exhibit 99.1

Key Terms

Exchange Agreement, Partitioned Note, beneficial ownership limitation, Section 4(a)(2) of the Securities Act of 1933, as amended, +2 more

6 terms

Exchange Agreement financial

"On April 29, 2026, Glucotrack, Inc. entered into an Exchange Agreement with an investor"

A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

Partitioned Note financial

"partitioned a new promissory note in the original principal amount of $988,000 (the “Partitioned Note”)"

beneficial ownership limitation regulatory

"The issuance of the Exchange Shares is subject to a beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Section 4(a)(2) of the Securities Act of 1933, as amended regulatory

"The Partitioned Note was issued in a private placement ... under Section 4(a)(2) of the Securities Act of 1933, as amended"

Section 3(a)(9) of the Securities Act regulatory

"The Exchange Shares are being issued pursuant to the exemption ... provided by Section 3(a)(9) of the Securities Act"

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure On April 30, 2026, the Company released an updated investor presentation"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

FAQ

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

What did Glucotrack (GCTK) announce in this Form 8-K?

Glucotrack entered an Exchange Agreement to convert a new $988,000 partitioned promissory note into 1,300,000 shares of common stock. This restructures part of an existing note into equity, affecting both debt levels and share count.

How large is the Glucotrack (GCTK) note being exchanged for shares?

The company partitioned a new promissory note with original principal of $988,000 from an existing note. That $988,000 partitioned note is being exchanged entirely for 1,300,000 common shares, with no additional cash consideration from the investor.

How many Glucotrack (GCTK) shares are issued in the exchange?

The Exchange Agreement provides for issuance of 1,300,000 Glucotrack common shares in exchange for the $988,000 partitioned note. The issuance can occur in tranches if needed to comply with the agreed beneficial ownership limitation.

What is the 19.9% beneficial ownership limitation for Glucotrack (GCTK)?

The exchange includes a beneficial ownership limitation of 19.9%, preventing the investor and affiliates from owning more than 19.9% of Glucotrack’s outstanding common stock. If that cap is reached, remaining note principal stays outstanding and can be exchanged later.

Which Securities Act exemptions does Glucotrack (GCTK) rely on for this exchange?

Glucotrack states the partitioned note was issued under Section 4(a)(2) of the Securities Act, and the exchange shares rely on the Section 3(a)(9) exemption. These provisions cover private issuer transactions and exchanges of existing securities without extra investor consideration.

Did Glucotrack (GCTK) release any additional materials with this filing?

Yes. Glucotrack furnished an updated investor presentation dated April 30, 2026 as Exhibit 99.1. The company notes this presentation is furnished, not filed, meaning it is not automatically subject to certain Exchange Act liability provisions.

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

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Accepted by SEC EDGAR 04/30/2026 - 05:20 PM

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): April 29, 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 April 29, 2026, Glucotrack, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with an investor (the “Investor”) relating to an existing promissory note previously issued to the Investor in the principal amount of $3,600,000, with such principal subsequently reduced by $600,000 pursuant to that certain exchange agreement, dated April 13, 2026, by and between the Company and the Investor (as modified, the “Original Note”).

Pursuant to the Exchange Agreement, the Company and the Investor partitioned a new promissory note in the original principal amount of $988,000 (the “Partitioned Note”) from the Original Note. Following such partition, the outstanding balance of the Original Note was reduced by an amount equal to the initial outstanding balance of the Partitioned Note, and the Original Note otherwise remains in full force and effect in accordance with its terms.

Under the Exchange Agreement, the Company and the Investor further agreed to exchange the Partitioned Note for an aggregate of 1,300,000 shares of the Company’s common stock, no par value per share (the “Exchange Shares”). The exchange consisted solely of the surrender and cancellation of the Partitioned Note in exchange for the issuance of the Exchange Shares, with no cash or other consideration paid by the Investor.

The issuance of the Exchange Shares is subject to a beneficial ownership limitation, which generally restricts the Company from issuing shares to the Investor to the extent that such issuance would cause the Investor and its affiliates to beneficially own more than 19.9% of the Company’s outstanding common stock, calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. To the extent the limitation applies, the Exchange Shares may be issued in one or more tranches, and any portion of the Partitioned Note not exchanged as a result of the limitation will remain outstanding and exchangeable in accordance with the terms of the Exchange Agreement.

The Partitioned Note was issued in a private placement to the Investor pursuant to an exemption for transactions by an issuer not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Exchange Shares are being issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) of the Securities Act, on the basis that (a) the Exchange Shares were issued in exchange for other outstanding securities of the Company; (b) there was no additional consideration delivered by the Investor in connection with the exchange; and (c) there were no commissions or other remuneration paid by the Company in connection with the exchange.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, a form which is filed herewith as Exhibit 10.1, and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item 2.03 in its entirety.

Item 3.02. Unregistered Sales of Equity Securities

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety.

Item 7.01 Regulation FD Disclosure

On April 30, 2026, the Company released an updated investor presentation (the “Presentation”). The Presentation is furnished herewith as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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
10.1		Form of Exchange Agreement, dated April 29, 2026
99.1		Presentation, dated April 30, 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.