Glucotrack (GCTK) sets $1M commitment fee and 2.5M-share issue in White Lion pact
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.
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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, and 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.
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.
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.