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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 28, 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. ☐
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, Glucotrack, Inc. (the “Company”) received a determination from The Nasdaq Stock Market LLC (“Nasdaq”)
to delist the Company’s securities for failure to comply with the $1.00 minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2)
(the “Bid Price Rule”). Following a hearing, a Nasdaq Hearings Panel (the “Panel”) granted the Company an exception
to regain compliance with the Bid Price Rule, conditioned on, among other things, the Company maintaining a closing bid price of at least
$1.00 for each trading day through November 9, 2026.
On
October 28, 2026, the Company received written notice from the Panel that it had determined to delist the Company’s securities
from Nasdaq because the Company’s closing bid price was $0.87 on October 14, 2026, and the Company therefore did not satisfy the
terms of the exception. Trading in the Company’s common stock on Nasdaq will be suspended at the open of trading on October 30,
2026. The Company expects that Nasdaq will file a Form 25 with the Securities and Exchange Commission to delist the Company’s securities
from Nasdaq and deregister them under Section 12(b) of the Securities Exchange Act of 1934, as amended.
The
Company expects and plans for its shares of common stock to be quoted by the OTC Markets Group, Inc. (“OTC”) upon being suspended
from trading on Nasdaq and intends to submit an application to have its securities traded on the OTCID Market (“OTCID”) of
OTC.
Forward-Looking Statements
This
Current Report on Form 8-K includes 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. All statements contained in this Current Report on Form 8-K that
do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, the Company’s
expectation that it will commence trading its common stock on the OTCID tier. In some cases, you can identify forward-looking statements
by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,”
“contemplate,” “continue,” “could,” “due,” “estimate,” “expect,”
“goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,”
“positioned,” “seek,” “should,” “target,” “will,” “would” and
other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other
comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and
unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied
by any forward-looking statement, including, but not limited to, the important factors outlined under the caption “Risk Factors”
in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30,
2026, as well as discussions of potential risks, uncertainties and other important factors in any subsequent Company filings with the
SEC, which are available on the SEC’s website at www.sec.gov. Although the Company believes that the expectations reflected in
its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake
any obligation, to update or revise any forward-looking statement made in this Current Report on Form 8-K to reflect changes since the
date of this Current Report on Form 8-K, except as may be required by law.
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 29, 2026 |
|
| |
|
| |
GLUCOTRACK,
INC. |
| |
|
|
| |
By: |
/s/
Erik Emerson |
| |
Name: |
Erik
Emerson |
| |
Title: |
Chief
Executive Officer |
