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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 22, 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.
As
previously disclosed, on July 14, 2026, Glucotrack, Inc. (the “Company”) entered into a securities purchase agreement as
supplemented by a joinder dated August 4, 2026 (the “Purchase Agreement”), with certain investors (the “Bridge Investors”)
pursuant to which the Company issued to the Bridge Investors senior secured convertible promissory notes (the “Bridge Notes”)
and common stock purchase warrants (the “Bridge Warrants”). Beginning on September 22, 2026, the Company commenced the execution
of amendments to the Bridge Warrants (the “Bridge Warrant Amendment”). Execution of such amendments remains ongoing. Pursuant
to their terms, each Bridge Warrant Amendment becomes effective upon execution and delivery by the Company and the applicable holder.
On September 25, 2026, in connection with the closing of the Company’s registered direct offering, the outstanding Bridge Notes
were repaid in full.
As
previously disclosed, on August 4, 2026, the Company entered into a securities purchase agreement (the “Interim PIPE SPA”)
with an investor (the “PIPE Purchaser”) for a private placement of securities pursuant to which the Company issued pre-funded
warrants and common stock purchase warrants (the “Common Warrants”). On September 22, 2026, the Company and the PIPE Purchaser
entered into an amendment to the Common Warrants (the “Amendment No. 2 to Common Warrant”).
As
previously disclosed, on September 10, 2026, the Company entered into a securities purchase agreement (the “September Purchase
Agreement”) with certain investors (the “September Investors”) pursuant to which the Company issued to the September
Investors senior secured convertible promissory notes (the “September Notes”) and common stock purchase warrants (the “September
Warrants”). Beginning on September 22, 2026, the Company executed amendments to the September Notes (the “September
Note Amendment”) and the September Warrants (the “September Warrant Amendment”). Pursuant to their terms, each September
Warrant Amendment became effective upon execution and delivery by the Company and the applicable holder, and the September Note
Amendments became effective upon execution and delivery of amendment counterparts by the Company and all holders of September
Notes, which occurred on September 28, 2026.
The
Bridge Warrant Amendment, Amendment No. 2 to Common Warrant, and September Warrant Amendment each remove provisions permitting downward
adjustment to the Floor Price (as defined in the applicable purchase agreement). The September Note Amendment (i) removes
provisions permitting downward adjustment to the Floor Price,
(ii) revises certain
anti-dilution adjustment provisions so that the Floor Price operates as an absolute floor below which no conversion may occur and no
adjustment to the Conversion Price (as defined in the applicable purchase agreement) may reduce the Conversion Price below the Floor
Price, and (iii) revises the
make-whole payment provision so that any True-Up Amount (as defined in the applicable purchase agreement) may be satisfied only in cash.
The
form of Bridge Warrant Amendment, Amendment No. 2 to Common Warrant, September Note Amendment, and September Warrant Amendment are filed
as Exhibits 4.1, 4.2, 4.3, and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The foregoing descriptions of such amendments are qualified in their entirety by reference to the full text thereof.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Bridge Warrant Amendment |
| 4.2 |
|
Form of Amendment No. 2 to Common Warrant |
| 4.3 |
|
Form of September Note Amendment |
| 4.4 |
|
Form of September Warrant Amendment |
| 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 28, 2026 |
|
|
| |
|
|
| |
GLUCOTRACK, INC. |
| |
|
|
| |
By: |
/s/ Erik
Emerson |
| |
Name: |
Erik Emerson |
| |
Title: |
Chief Executive Officer |
