false
0001506983
0001506983
2026-08-27
2026-08-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 27, 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
7.01 Regulation FD Disclosure
On
August 27, 2026, Glucotrack, Inc., a Delaware corporation (the “Company”), issued a press release (the “Press Release”),
which announced a 1-for-15 reverse stock split of the Company’s common stock, par value $0.001 per share, effective with the opening
of trading on August 31, 2026. The Press Release is furnished as Exhibit 99.1.
The
information in this Item 7.01, including Exhibit 99.1, shall not be deemed “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 |
| 99.1 |
|
Press Release dated August 27, 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.
| Date:
August 27, 2026 |
|
| |
|
| |
GLUCOTRACK,
INC. |
| |
|
|
| |
By: |
/s/
Erik Emerson |
| |
Name:
|
Erik
Emerson |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Glucotrack,
Inc. Announces Reverse Stock Split
1-for-15
reverse stock split to become effective as of the opening of trading on August 31, 2026
RUTHERFORD,
N.J., and LA JOLLA, C.A., August 27, 2026 — Glucotrack, Inc. (Nasdaq: GCTK) (“Glucotrack” or the “Company”),
a healthcare technology and biopharmaceutical company operating Lōkahi Therapeutics™, today
announced that it will effect a 1-for-15 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common
stock par value $0.001 per share (the “Common Stock”), effective with the opening of trading on Monday, August 31, 2026.
Glucotrack’s
Common Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GCTK.” The new
CUSIP number for the Common Stock following the Reverse Stock Split will be 45824Q887.
The
material effects of the Reverse Stock Split will be:
| ● | Every
15 shares of Glucotrack’s issued and outstanding Common Stock will be combined into
one (1) share of Common Stock. |
| ● | The
number of total outstanding shares of Common Stock will be proportionally reduced from 11,972,157
shares to approximately 798,144 shares. |
| ● | The
ownership percentage of each Glucotrack stockholder will remain unchanged, other than as
a result of fractional shares. No fractional shares of Common Stock will be issued in connection
with the Reverse Stock Split. Instead, stockholders who otherwise would be entitled to receive
fractional shares because they hold a number of shares not evenly divisible by the reverse
stock split ratio will automatically be entitled to receive an additional fraction of a share
of Common Stock to round up to the next whole share. |
At
the annual meeting of stockholders held on August 18, 2026, the stockholders of the Company approved a proposal to authorize the Company’s
management to file one or more certificates of amendment to the Company’s certificate of incorporation to effect one or more reverse
stock splits at an aggregate ratio not to exceed 1-for-30, as determined by the Company’s management in its sole discretion.
Among
other considerations, the Reverse Stock Split is intended to bring Glucotrack into compliance with the $1.00 minimum bid price requirement
for maintaining the listing of its Common Stock on the Nasdaq Capital Market and to make the prevailing prices of its Common Stock more
attractive to a broader group of institutional investors. Following the Reverse Stock Split, the Company must maintain a closing bid
price of at least $1.00 for each trading day through November 9, 2026. In addition, if the Company becomes deficient with any other Nasdaq
listing requirement during the term of this exception, it will have seven (7) calendar days to present a plan to regain compliance to
the Nasdaq Hearings Panel (the “Panel”). The Panel will then determine whether to grant the Company an additional exception
period to cure the deficiency or to delist the Company. Accordingly, if the Company fails to maintain compliance with Nasdaq listing
requirements prior to November 9, 2026, its securities may be delisted at Nasdaq’s discretion.
The
combination of, and reduction in, the number of issued shares of Common Stock as a result of the Reverse Stock Split will occur automatically
at the opening of trading on August 31, 2026, without any additional action on the part of Glucotrack’s stockholders. Glucotrack’s
transfer agent, VStock Transfer, LLC, is acting as the exchange agent for the Reverse Stock Split and will send each stockholder a transaction
statement indicating the number of shares of Common Stock the stockholder holds after the Reverse Stock Split. Stockholders owning shares
via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject
to such broker’s particular processes. Such stockholders will not be required to take any action in connection with the Reverse
Stock Split.
Additional
information regarding the Reverse Stock Split can be found in the Company’s Definitive Proxy Statement on Schedule 14A, filed with
the U.S. Securities and Exchange Commission on July 17, 2026. A link to this document is available at https://www.sec.gov.
About
Glucotrack, Inc.
Glucotrack,
Inc. (NASDAQ: GCTK) operates Lōkahi Therapeutics™, a biopharmaceutical platform focused on advancing innovative therapeutic
opportunities through disciplined evaluation, strategic development, and collaborative discovery. Through its ai² platform, Lōkahi
Therapeutics™ seeks to identify, evaluate, and advance differentiated healthcare and life sciences opportunities. For more information,
please visit www.lokahithera.com. In addition, through its subsidiary Glucotrack Technologies, Inc., the Company is focused on
the design, development, and commercialization of novel technologies for people with diabetes, including a long-term implantable continuous
blood glucose monitoring system. The Glucotrack CBGM is an investigational device and is limited by federal (or United States) law to
investigational use. For more information, please visit www.glucotrack.com. Information on the Company’s website does not
constitute a part of and is not incorporated by reference into this press release.
Forward-Looking
Statements
This
news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements
contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting
the generality of the foregoing, words such as “anticipate”, “believe”, “expect”, “intend”,
“plan” and “will” are intended to identify forward-looking statements. Such forward-looking statements are based
on the beliefs of management, as well as assumptions made by, and information currently available to, management. These statements relate
only to events as of the date on which the statements are made, and Glucotrack undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law. All of the forward-looking
statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results
anticipated by Glucotrack will be realized or, even if substantially realized, that they will have the expected consequences to or effects
on us or our business or operations. Readers are cautioned that certain important factors may affect Glucotrack’s actual results
and could cause such results to differ materially from any forward-looking statements that may be made in this news release. These factors
include, but are not limited to: the anticipated benefits of the Reverse Stock Split, including the effect the Reverse Stock Split will
have on the Company’s ability to regain and maintain compliance with the Nasdaq listing standards; the Company’s ability
to maintain a closing bid price of at least $1.00 for each trading day through November 9, 2026; the risk that the Company’s securities
may be delisted from Nasdaq if it fails to maintain compliance with applicable listing requirements; the ability to make the Company’s
Common Stock more attractive to institutional investors; the ability of Glucotrack to raise additional capital to finance its operations
(whether through public or private equity offerings, debt financings, strategic collaborations or otherwise); risks relating to the receipt
(and timing) of regulatory approvals (including U.S. Food and Drug Administration approval); risks relating to enrollment of patients
in, and the conduct of, clinical trials; risks relating to Glucotrack’s future distribution agreements; risks relating to its ability
to hire and retain qualified personnel; and the additional risk factors described in Glucotrack’s filings with the U.S. Securities
and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March
30, 2026.
Contacts:
Investor Relations:
ir@lokahithera.com
