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2026-08-28
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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): August 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Glucotrack,
Inc., a Delaware corporation (the “Company”), filed with the Delaware Secretary of State a Certificate of Amendment to the
Certificate of Incorporation of the Company (the “Certificate of Amendment”), which became effective at 4:30 p.m., Eastern
Time, on August 28, 2026 (the “Effective Time”), to effect a one-for-fifteen (1-for-15) reverse stock split (the “Reverse
Stock Split”) of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The
Reverse Stock Split was approved by the Company’s stockholders at the 2026 annual meeting of the stockholders on August 18, 2026.
As
a result of the Reverse Stock Split, every 15 shares of issued and outstanding Common Stock were automatically combined into one (1)
issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result
of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares because they held
a number of shares not evenly divisible by the Reverse Stock Split ratio were entitled to receive an additional fraction of a share of
Common Stock to round up to the next whole share. The Reverse Stock Split did not change the total number of authorized shares of Common
Stock, which remains 250,000,000 shares.
Following
the Reverse Stock Split, the number of shares of Common Stock outstanding was proportionally reduced from 11,972,157 shares to approximately
798,144 shares as of immediately prior to the Effective Time. The shares of Common Stock underlying the Company’s outstanding stock
options and warrants were similarly adjusted along with corresponding adjustments to their exercise prices.
The
Company’s transfer agent, VStock Transfer, LLC, is acting as the exchange agent for the Reverse Stock Split and will send each
stockholder of record 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 or other nominee will have their positions automatically adjusted to reflect the
Reverse Stock Split.
The
Common Stock will begin trading on a reverse stock split-adjusted basis upon market open on August 31, 2026. The ticker symbol for the
Common Stock will remain “GCTK.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 45824Q887.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety
by reference to, the full text of the Certificate of Amendment which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and
is incorporated herein by reference.
Item
8.01 Other Events
The
tables below set forth the impact of the Reverse Stock Split on the Company’s net loss per common share - basic and diluted;
weighted average common shares outstanding - basic and diluted; and shares issued and outstanding, for the years ended December
31, 2025 and 2024, the three months ended March 31, 2026 and 2025, the three months ended June 30, 2026 and 2025, and the six months
ended June 30, 2026 and 2025.
| | |
In thousands of US Dollars (except share and per share amounts) | |
| | |
PRE SPLIT (1) | | |
POST SPLIT (1) | |
| | |
YEAR ENDED DECEMBER 31, | | |
YEAR ENDED DECEMBER 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Comprehensive net loss | |
$ | 19,339 | | |
$ | 22,573 | | |
$ | 19,339 | | |
$ | 22,573 | |
| Net loss per common share - basic | |
$ | 31.22 | | |
$ | 4,106 | | |
$ | 468.30 | | |
$ | 61,590 | |
| Net loss per common share - diluted | |
$ | 31.22 | | |
$ | 4,106 | | |
$ | 468.30 | | |
$ | 61,590 | |
| Weighted average common shares outstanding - basic | |
| 621,094 | | |
| 5,503 | | |
| 41,406 | | |
| 367 | |
| Weighted average common shares outstanding - diluted | |
| 621,094 | | |
| 5,503 | | |
| 41,406 | | |
| 367 | |
| Common stock outstanding at year end | |
| 910,688 | | |
| 13,409 | | |
| 60,713 | | |
| 894 | |
| | |
In thousands of US Dollars (except share and per share amounts) | |
| | |
PRE SPLIT (2) | | |
POST SPLIT (2) | |
| | |
3 MONTHS ENDED MARCH 31, | | |
3 MONTHS ENDED MARCH 31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Comprehensive net loss | |
$ | 4,331 | | |
$ | 6,797 | | |
$ | 4,331 | | |
$ | 6,797 | |
| Net loss per common share - basic | |
$ | 2.65 | | |
$ | 40.14 | | |
$ | 39.75 | | |
$ | 602.10 | |
| Net loss per common share - diluted | |
$ | 2.65 | | |
$ | 40.14 | | |
$ | 39.75 | | |
$ | 602.10 | |
| Weighted average common shares outstanding - basic | |
| 1,638,128 | | |
| 169,345 | | |
| 109,209 | | |
| 11,290 | |
| Weighted average common shares outstanding - diluted | |
| 1,638,128 | | |
| 169,345 | | |
| 109,209 | | |
| 11,290 | |
| Common stock outstanding at period end | |
| 2,524,279 | | |
| 426,431 | | |
| 168,285 | | |
| 28,429 | |
| | |
In thousands of US Dollars (except share and per share amounts) | |
| | |
PRE SPLIT (3) | | |
POST SPLIT (3) | |
| | |
3 MONTHS ENDED JUNE 30, | | |
3 MONTHS ENDED JUNE 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Comprehensive net loss | |
$ | 3,806 | | |
$ | 4,727 | | |
$ | 3,806 | | |
$ | 4,727 | |
| Net loss per common share - basic | |
$ | 0.76 | | |
$ | 9.62 | | |
$ | 11.40 | | |
$ | 144.30 | |
| Net loss per common share - diluted | |
$ | 0.76 | | |
$ | 9.62 | | |
$ | 11.40 | | |
$ | 144.30 | |
| Weighted average common shares outstanding - basic | |
| 5,009,085 | | |
| 494,504 | | |
| 333,939 | | |
| 32,967 | |
| Weighted average common shares outstanding - diluted | |
| 5,009,085 | | |
| 494,504 | | |
| 333,939 | | |
| 32,967 | |
| Common stock outstanding at period end | |
| 6,259,279 | | |
| 899,410 | | |
| 417,285 | | |
| 59,961 | |
| | |
In thousands of US Dollars (except share and per share amounts) | |
| | |
PRE SPLIT (3) | | |
POST SPLIT (3) | |
| | |
6 MONTHS ENDED JUNE 30, | | |
6 MONTHS ENDED JUNE 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Comprehensive net loss | |
$ | 8,137 | | |
$ | 11,524 | | |
$ | 8,137 | | |
$ | 11,524 | |
| Net loss per common share - basic | |
$ | 2.44 | | |
$ | 34.81 | | |
$ | 36.60 | | |
$ | 522.15 | |
| Net loss per common share - diluted | |
$ | 2.44 | | |
$ | 34.81 | | |
$ | 36.60 | | |
$ | 522.15 | |
| Weighted average common shares outstanding - basic | |
| 3,332,919 | | |
| 332,931 | | |
| 222,195 | | |
| 22,195 | |
| Weighted average common shares outstanding - diluted | |
| 3,332,919 | | |
| 332,931 | | |
| 222,195 | | |
| 22,195 | |
| Common stock outstanding at period end | |
| 6,259,279 | | |
| 899,410 | | |
| 417,285 | | |
| 59,961 | |
| (1) |
The
pre-split amounts represent the amounts reported in the Company’s Form 10-K filed on March 30, 2026. The post-split amounts
include the effects of the 1 for 15 reverse stock split completed in August 2026. |
| (2) |
The
pre-split amounts represent the amounts reported in the Company’s Form 10-Q filed on May 14, 2026. The post-split amounts include
the effects of the 1 for 15 reverse stock split completed in August 2026. |
| (3) |
The
pre-split amounts represent the amounts reported in the Company’s Form 10-Q filed on August 14, 2026. The post-split amounts
include the effects of the 1 for 15 reverse stock split completed in August 2026. |
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on August 28, 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 28, 2026 |
|
| |
|
| |
GLUCOTRACK,
INC. |
| |
|
|
| |
By: |
/s/
Erik Emerson |
| |
Name: |
Erik
Emerson |
| |
Title: |
Chief
Executive Officer |