Glucotrack amends stock purchase deal with $1M fee

Q: What agreement did Glucotrack (GCTK) amend with White Lion Capital?

Glucotrack amended its Common Stock Purchase Agreement with White Lion Capital, originally dated July 14, 2026. The amendment changes how a $1,000,000 commitment fee is paid, including share issuance and a potential cash true-up obligation.

Q: How many Glucotrack (GCTK) shares are being issued as Commitment Shares?

Glucotrack will issue 2,505,513 Commitment Shares of common stock to White Lion Capital. These shares compensate a $1,000,000 commitment fee and must be issued within one business day after the resale registration statement becomes effective.

Q: What is the $1,000,000 True-Up Amount in the Glucotrack (GCTK) amendment?

The amendment creates a potential True-Up Amount of up to $1,000,000. If the Commitment Fee Price is below the Minimum Price, Glucotrack must pay $1,000,000 minus 2,505,513 times the Commitment Fee Price within 120 days after the Measurement Date.

Q: When must Glucotrack (GCTK) pay any True-Up Amount to White Lion Capital?

Glucotrack must pay any applicable True-Up Amount within 120 days after the Measurement Date defined in the original agreement. No payment is due if the Commitment Fee Price equals or exceeds the Minimum Price specified there.

Glucotrack, Inc. amended its July 14, 2026 Common Stock Purchase Agreement with White Lion Capital, LLC.

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Form Type

8-K

Rhea-AI Filing Summary

Glucotrack, Inc. amended its July 14, 2026 Common Stock Purchase Agreement with White Lion Capital, LLC. The amendment sets a commitment fee of $1,000,000, to be paid in 2,505,513 shares of common stock issued within one business day after the related resale registration statement becomes effective. A new true-up mechanism requires Glucotrack to pay a cash True-Up Amount if the Commitment Fee Price is below the Minimum Price, equal to $1,000,000 minus 2,505,513 multiplied by the Commitment Fee Price, within 120 days after the Measurement Date. No true-up is owed if the Commitment Fee Price equals or exceeds the Minimum Price. All other terms of the equity line of credit agreement remain in effect, and the commitment share issuance relies on private offering exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Commitment fee: $1,000,000 Commitment Shares: 2,505,513 shares True-Up payment window: 120 days

3 metrics

Commitment fee $1,000,000 Fee owed to White Lion Capital under the amended Common Stock Purchase Agreement

Commitment Shares 2,505,513 shares Common stock to be issued within one business day after resale registration effectiveness

True-Up payment window 120 days Deadline after the Measurement Date to pay any True-Up Amount

Key Terms

resale registration statement, True-Up Amount, Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D, +1 more

5 terms

resale registration statement regulatory

"shares of Common Stock to the Investor within one business day following the effectiveness of the resale registration statement"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

True-Up Amount financial

"the Company will owe the Investor an amount (the “True-Up Amount”) equal to $1,000,000 minus the product"

Section 4(a)(2) of the Securities Act regulatory

"upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 506(b) of Regulation D regulatory

"and Rule 506(b) of Regulation D thereunder"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

Emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did Glucotrack (GCTK) amend with White Lion Capital?

Glucotrack amended its Common Stock Purchase Agreement with White Lion Capital, originally dated July 14, 2026. The amendment changes how a $1,000,000 commitment fee is paid, including share issuance and a potential cash true-up obligation.

How many Glucotrack (GCTK) shares are being issued as Commitment Shares?

Glucotrack will issue 2,505,513 Commitment Shares of common stock to White Lion Capital. These shares compensate a $1,000,000 commitment fee and must be issued within one business day after the resale registration statement becomes effective.

What is the $1,000,000 True-Up Amount in the Glucotrack (GCTK) amendment?

The amendment creates a potential True-Up Amount of up to $1,000,000. If the Commitment Fee Price is below the Minimum Price, Glucotrack must pay $1,000,000 minus 2,505,513 times the Commitment Fee Price within 120 days after the Measurement Date.

When must Glucotrack (GCTK) pay any True-Up Amount to White Lion Capital?

Glucotrack must pay any applicable True-Up Amount within 120 days after the Measurement Date defined in the original agreement. No payment is due if the Commitment Fee Price equals or exceeds the Minimum Price specified there.

Under what securities law exemptions will Glucotrack (GCTK) issue the Commitment Shares?

The Commitment Shares will be issued under private offering exemptions to registration, specifically Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, allowing an unregistered sale of equity securities to White Lion Capital.

Does the Glucotrack (GCTK) amendment change other terms of the ELOC agreement?

No, apart from the revised commitment fee payment and the new True-Up Amount provision, all other terms and conditions of the existing equity line of credit agreement with White Lion Capital remain in full force and effect.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/10/2026 - 04:06 PM Accepted by SEC EDGAR 08/10/2026 - 04:05 PM

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 7, 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 1.01 Entry Into A Material Definitive Agreement.

On August 7, 2026, Glucotrack, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Common Stock Purchase Agreement, dated July 14, 2026 (the “ELOC Purchase Agreement”), by and between the Company and White Lion Capital, LLC (the “Investor”).

The Amendment modifies Section 6.4(a) of the ELOC Purchase Agreement to provide that the Company will issue 2,505,513 shares of Common Stock (the “Commitment Shares”) to the Investor within one (1) business day following the effectiveness of the resale registration statement, calculated by dividing the commitment fee amount of $1,000,000 by the Minimum Price (as defined in the ELOC Purchase Agreement).

The Amendment also adds a new Section 6.4(b), which provides that if the Commitment Fee Price (as defined in the ELOC Purchase Agreement) is less than the Minimum Price, the Company will owe the Investor an amount (the “True-Up Amount”) equal to $1,000,000 minus the product of 2,505,513 multiplied by the Commitment Fee Price. The Company is required to pay the True-Up Amount to the Investor within one hundred twenty (120) days following the Measurement Date (as defined in the ELOC Purchase Agreement). No payment is owed if the Commitment Fee Price equals or exceeds the Minimum Price.

Except as expressly amended by the Amendment, all terms and conditions of the ELOC Purchase Agreement remain in full force and effect.

A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference thereto.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The issuance of the Commitment Shares will be made by the Company to the Investor upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to Common Stock Purchase Agreement, dated August 7, 2026, by and between Glucotrack, Inc. and White Lion Capital, LLC
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

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.

	Glucotrack, Inc.

Date: August 10, 2026	By:	/s/ Erik Emerson
	Name:	Erik Emerson
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 23.1 KB