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Glucotrack enacts 1-for-15 reverse stock split

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Glucotrack, Inc. (GCTK) implemented a 1-for-15 reverse stock split of its common stock, effective at 4:30 p.m. Eastern Time on August 28, 2026, pursuant to a Certificate of Amendment filed with the Delaware Secretary of State and previously approved by stockholders on August 18, 2026.

Every 15 issued and outstanding shares of common stock were automatically combined into one share, with no change to the par value or to the authorized 250,000,000 common shares. Outstanding shares were reduced from 11,972,157 to approximately 798,144, and related stock options and warrants and their exercise prices were adjusted proportionally. No fractional shares were issued; holdings were rounded up to the next whole share. The common stock will begin trading on a split-adjusted basis on August 31, 2026 under ticker GCTK with new CUSIP 45824Q887.

Positive

  • None.

Negative

  • None.

Filing Explained

Historical per-share figures are recast by the completed split; reported losses and the 250,000,000-share authorization are unchanged.

The reverse stock split was completed at 4:30 p.m. on August 28, 2026; this filing adds post-split historical tables that recast per-share and share-count measures without changing reported comprehensive net loss.

A reverse stock split consolidates shares and raises the per-share amount proportionally; the split itself does not change company value. Here, the authorized share count remains 250,000,000 while shares outstanding after the split are approximately 798,144, so the split changed outstanding shares but not the authorized-share count.

For the six months ended June 30, 2026, the filing shows comprehensive net loss of $8,137 thousand both before and after the split, while basic net loss per share is $36.60 and weighted-average shares change from 3,332,919 to 222,195.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Reverse stock split ratio 1-for-15 Reverse stock split of Glucotrack common stock effective August 28, 2026
Authorized common stock 250,000,000 shares Total number of authorized common shares remains unchanged after reverse split
Common stock outstanding pre-split 11,972,157 shares Issued and outstanding common shares immediately prior to the effective time
Common stock outstanding post-split approximately 798,144 shares Outstanding common shares following the 1-for-15 reverse stock split
Comprehensive net loss 2025 $19,339 Year ended December 31, 2025, pre- and post-split figures are the same
Comprehensive net loss 2024 $22,573 Year ended December 31, 2024, pre- and post-split figures are the same
Net loss per common share – basic 2025 post-split $468.30 Year ended December 31, 2025, adjusted to reflect 1-for-15 reverse stock split
Weighted average common shares – basic 2025 pre-split 621,094 Year ended December 31, 2025, before giving effect to reverse split
reverse stock split financial
"to effect a one-for-fifteen (1-for-15) reverse stock split (the “Reverse Stock Split”)"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Certificate of Amendment regulatory
"filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
weighted average common shares outstanding financial
"weighted average common shares outstanding - basic and diluted"
Weighted average common shares outstanding is the average number of a company’s common stock shares that were available during a reporting period, adjusted for share issuances, buybacks, splits or conversions that happened at different times. Investors use it to fairly calculate per‑share figures like earnings per share, because it’s like averaging how many cars were on a road over time rather than counting only a snapshot—giving a truer picture of value per share.
CUSIP number financial
"The new CUSIP number for the Common Stock following the Reverse Stock Split will be 45824Q887."
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What corporate action did Glucotrack, Inc. (GCTK) announce on August 28, 2026?

Glucotrack, Inc. announced that a 1-for-15 reverse stock split of its common stock became effective at 4:30 p.m. Eastern Time on August 28, 2026, following stockholder approval at the 2026 annual meeting held on August 18, 2026.

What is the reverse stock split ratio for GCTK and how does it affect share count?

The reverse stock split ratio is 1-for-15. Every 15 issued and outstanding shares of Glucotrack common stock were combined into one share. Outstanding common shares were reduced from 11,972,157 to approximately 798,144 as of immediately prior to the effective time.

Did Glucotrack, Inc. change its authorized shares in the reverse stock split?

No. The reverse stock split did not change the total number of authorized shares of Glucotrack common stock, which remains at 250,000,000 shares, even though the number of shares issued and outstanding was proportionally reduced.

How are fractional shares handled in Glucotrack’s 1-for-15 reverse stock split?

Glucotrack did not issue fractional shares. Stockholders who would otherwise have been entitled to a fractional share receive an additional fraction of a share of common stock to round up to the next whole share after applying the 1-for-15 reverse split ratio.

When will GCTK begin trading on a reverse stock split-adjusted basis and what is the new CUSIP?

Glucotrack common stock will begin trading on a reverse stock split-adjusted basis at market open on August 31, 2026. The ticker will remain GCTK, and the new CUSIP number for the common stock will be 45824Q887.

How did the reverse stock split affect Glucotrack’s reported net loss per share?

The company presented tables showing pre-split and post-split figures. For example, for the year ended December 31, 2025, net loss per common share – basic was $31.22 pre-split and $468.30 post-split, reflecting the 1-for-15 reverse stock split adjustment.

Who is handling the share exchange process for Glucotrack’s reverse stock split?

Glucotrack’s transfer agent, VStock Transfer, LLC, is acting as the exchange agent. It will send each stockholder of record a transaction statement showing the number of common shares held after the reverse split; broker-held positions will be adjusted automatically.

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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

 

 

 

Filing Exhibits & Attachments

4 documents