Glucotrack settles $10.9M Alto debt claim

Rhea-AI Filing Summary

Glucotrack, Inc. (GCTK) entered into a Settlement and Release Agreement with Alto Opportunity Master Fund and other parties to resolve disputes related to indebtedness that Alto asserted had an outstanding principal of approximately $10.9 million owed by Apimeds Pharmaceuticals US, Inc. The parties are jointly and severally obligated to pay Alto an initial $2.0 million in cash, another $2.0 million through a convertible promissory note, and up to $125,000 of Alto’s legal fees.

The convertible promissory note bears interest at 5% per annum and is payable in four quarterly installments of $500,000 in principal plus accrued interest, beginning on November 30, 2026 and ending on August 31, 2027. Alto may elect to convert the note’s outstanding principal into Glucotrack common stock at a conversion price of $2.98 per share, subject to customary adjustments, a 9.99% beneficial ownership limitation, and applicable Nasdaq limits on share issuances. The note provides for increased interest and acceleration following events of default, after a five-business-day cure period. The settlement includes customary releases and covenants not to sue, with Alto’s release becoming effective once all required amounts are paid.

Positive

• Resolves a large asserted debt claim: The agreement settles disputes tied to indebtedness with an asserted principal of approximately $10.9 million, reducing uncertainty around this obligation.
• Structured payments and equity conversion option: Part of the obligation is shifted into a $2.0 million 5% convertible note with staged repayments, potentially easing near-term cash outflows.

Negative

• New cash and debt obligations: Glucotrack and others must pay $2.0 million in cash, a $2.0 million 5% convertible note, and up to $125,000 of legal fees, creating additional financial commitments.
• Potential dilution from conversion: The note is convertible at $2.98 per share, subject to a 9.99% beneficial ownership cap and Nasdaq limits, which could increase the share count if fully or partially converted.
• Default acceleration risk: Missed payments not cured within five business days can trigger acceleration, making unpaid amounts immediately due with increased interest.

Filing Explained

As of September 4, Glucotrack has issued a $2.0 million convertible note; any holder dilution depends on Alto electing conversion.

On September 4, 2026, Glucotrack reported that it had issued the $2.0 million convertible Note as a direct financial obligation under its settlement with Alto.

The Note was issued without registration under the Securities Act, while any shares issued upon conversion remain conditional on Alto’s election. If conversion occurs and shares are issued, the additional shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

The filing says the complete settlement and Note will be filed with the next Form 10-Q; missed payments continuing beyond the five-business-day cure period could accelerate the unpaid amounts.

8-K Event Classification

3 items: 1.01, 2.03, 3.02

3 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.

Key Figures

Asserted indebtedness principal: $10.9 million Initial cash payment: $2.0 million Convertible note principal: $2.0 million +5 more

8 metrics

Asserted indebtedness principal $10.9 million Principal amount of indebtedness Alto asserted was outstanding

Initial cash payment $2.0 million Initial payment owed to Alto under the Settlement Agreement

Convertible note principal $2.0 million Principal amount of the promissory note issued to Alto

Legal fees cap $125,000 Maximum Alto legal fees payable under the settlement

Note interest rate 5% per annum Interest rate on the convertible promissory note

Quarterly principal installment $500,000 Each of four quarterly principal payments on the note

Conversion price $2.98 per share Price at which note principal can be converted into common stock

Beneficial ownership limitation 9.99% Maximum beneficial ownership Alto can hold upon conversion

Key Terms

Settlement and Release Agreement, convertible promissory note, beneficial ownership limitation, event of default, +1 more

5 terms

Settlement and Release Agreement regulatory

"entered into a Settlement and Release Agreement with Alto Opportunity"

convertible promissory note financial

"an additional $2.0 million pursuant to a convertible promissory note"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

beneficial ownership limitation financial

"subject to customary adjustments, a 9.99% 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.

event of default financial

"increased interest rate and acceleration following an event of default"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

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

"in reliance upon the exemption from registration provided by Section 4(a)(2)"

FAQ

What dispute did Glucotrack (GCTK) resolve in this 8-K filing?

Glucotrack entered a Settlement and Release Agreement resolving disputes related to indebtedness that Alto Opportunity Master Fund asserted had an outstanding principal of approximately $10.9 million owed by Apimeds Pharmaceuticals US, Inc., along with related matters.

How much is Glucotrack (GCTK) obligated to pay under the settlement?

Glucotrack and the other parties are jointly and severally obligated to pay Alto an initial $2.0 million in cash, an additional $2.0 million via a convertible promissory note, and up to $125,000 of Alto’s legal fees.

What are the key terms of Glucotrack’s convertible note to Alto?

The note has principal of $2.0 million, bears 5% annual interest, and is payable in four quarterly installments of $500,000 plus interest from November 30, 2026 through August 31, 2027. Alto may convert principal into common stock at $2.98 per share.

What is the potential dilution from Glucotrack’s (GCTK) convertible note?

Alto can elect to convert the note’s outstanding principal into Glucotrack common stock at a conversion price of $2.98 per share, subject to a 9.99% beneficial ownership limitation and applicable Nasdaq limits on share issuances.

What happens if Glucotrack (GCTK) defaults on the settlement payments?

If a required payment is not made and the failure continues beyond a five-business-day cure period, unpaid amounts under the Settlement Agreement and note may become immediately due and payable, with Alto entitled to exercise contractual remedies and an increased interest rate.

When do the releases in the Glucotrack (GCTK) settlement become effective?

The Settlement Agreement provides for customary releases and covenants not to sue. Alto’s release becomes effective only upon payment in full of all amounts required under the Settlement Agreement and the convertible note.

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

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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 4, 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 1.01 Entry Into a Material Definitive Agreement.

On September 4, 2026, Glucotrack, Inc. (the “Company”) entered into a Settlement and Release Agreement (the “Settlement Agreement”) with Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”), Erik Emerson, RXRR Capital Partners LLC and Lōkahi Therapeutics, Inc. The Settlement Agreement resolves certain disputes among the parties relating to indebtedness owed to Alto by Apimeds Pharmaceuticals US, Inc., which Alto asserted had an outstanding principal amount of approximately $10.9 million, and certain related matters.

Under the Settlement Agreement, the Company and the other settling parties are jointly and severally obligated to pay Alto (i) an initial payment of $2.0 million, (ii) an additional $2.0 million pursuant to a convertible promissory note issued by the Company to Alto (the “Note”) and (iii) up to $125,000 of Alto’s legal fees.

The Note bears interest at a rate of 5% per annum and is payable in four quarterly installments of $500,000 in principal, together with accrued and unpaid interest, beginning on November 30, 2026 and ending on August 31, 2027. At Alto’s election, the outstanding principal amount of the Note is convertible into shares of the Company’s common stock at a conversion price of $2.98 per share, subject to customary adjustments, a 9.99% beneficial ownership limitation and applicable Nasdaq limitations on share issuances. The Note also provides for an increased interest rate and acceleration following an event of default.

If any required payment is not made when due and such failure continues beyond the applicable five-business-day cure period, the unpaid amounts under the Settlement Agreement and the Note may become immediately due and payable, and Alto will be entitled to exercise the remedies provided in the Settlement Agreement and related documents. The Settlement Agreement also provides for customary releases and covenants not to sue, with Alto’s release becoming effective upon payment in full of the amounts required under the Settlement Agreement and the Note.

The foregoing descriptions of the Settlement Agreement and Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Settlement Agreement and Note, which the Company intends to file as exhibits to its next Quarterly Report on Form 10-Q.

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

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Note and the shares of the Company’s common stock issuable upon conversion of the Note is incorporated into this Item 3.02 by reference. The Note was issued, and any shares of common stock issuable upon conversion of the Note will be issued, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

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: September 9, 2026	By:	/s/ Erik Emerson
	Name:	Erik Emerson
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

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