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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): May 15, 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, on May 11, 2026, Glucotrack, Inc. (the “Company”) received a Staff Determination letter (the “Staff
Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the
Company that it no longer complied with Rule 5550(a)(2) of Nasdaq’s Listing Rules which requires listed securities to maintain
a minimum bid price of $1.00 per share (the “Bid Price Rule”), and that the Nasdaq staff (the “Nasdaq Staff”)
had determined to delist the Company’s securities from The Nasdaq Capital Market. The Company intends to timely request a hearing
before a Nasdaq Hearings Panel (the “Panel”) by May 18, 2026, to appeal Nasdaq Staff’s determination. A timely hearing
request will stay any further delisting actions through the hearing process. At the hearing, the Company expects to present its plan
to regain compliance with the Bid Price Rule.
On
May 15, 2026, the Company received a second letter from Nasdaq notifying the Company that its Form 10-Q for the period ended March
31, 2026, indicates that the Company no longer meets the $2,500,000 minimum stockholders’ equity requirement for continued
listing set forth under Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”), and the Company
does not meet the alternatives of market value of listed securities or net income from continuing operations. Accordingly, the
failure to comply with the Minimum Stockholders’ Equity Requirement has become an additional basis for delisting. The Nasdaq
Staff further notified the Company that failure to meet the Minimum Stockholders’ Equity Requirement will be considered in its
decision regarding the Company’s continued listing on The Nasdaq Capital Market. The Company intends to present its views with
respect to this additional deficiency to the Panel at its hearing. There can be no assurance that the Company will be successful in
its appeal, that the Panel will grant the Company’s request for continued listing, or that the Company will be able to regain
or maintain compliance with any applicable Nasdaq listing requirements.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by words such as “projects,” “may,” “will,”
“could,” “would,” “should,” “believes,” “expects,” “anticipates,”
“estimates,” “intends,” “plans,” “potential,” “promise” or similar references
to future periods. Examples of forward-looking statements in this Current Report on Form 8-K include, without limitation, statements
regarding the Company’s intent or ability to regain compliance with the Bid Price Rule and the Minimum Stockholders’ Equity
Requirement, the outcome of the Nasdaq hearing and appeal process, and the ability for the common stock to remain listed on Nasdaq. Any
forward-looking statements in this Current Report on Form 8-K are based on management’s current expectations of future events and
are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set
forth in or implied by such forward-looking statements. For a discussion of these and other risks and uncertainties, and other important
factors, any of which could cause the Company’s actual results to differ from those contained in or implied by the forward-looking
statements, see the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “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. All information in this
Current Report on Form 8-K is as of the date of the filing; the Company undertakes no duty to update this information unless required
by law.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 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:
May 15, 2026 |
|
| |
|
| |
GLUCOTRACK,
INC. |
| |
|
|
| |
By: |
/s/
Paul Goode |
| |
Name: |
Paul
Goode |
| |
Title: |
Chief
Executive Officer |
