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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): March 12, 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 to see 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
5.07 Submission of Matters to a Vote of Security Holders.
On
March 12, 2026, Glucotrack, Inc. (the “Company”), held a special meeting of its stockholders (the “Special Meeting”).
As of January 28, 2026, the record date for the Special Meeting, there were 1,011,279 shares of common stock, par value $0.001 per share
of the Company (the “Common Stock”), issued and outstanding, entitled to 1,011,279 votes in the aggregate. Of the 1,011,279
votes that were eligible to be cast by the holders of Common Stock at the Special Meeting, 446,348 votes, or approximately 44.1% of the
total, were represented at the meeting in person or by proxy, constituting a quorum. The proposals listed below are described in more
detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on February 9,
2026 (the “Proxy Statement”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Proxy
Statement. A summary of the proposals presented to and considered by the stockholders of the Company and the voting results at the Special
Meeting are set forth below:
The
Nasdaq Stock Issuance (ELOC) Proposal - To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance
of shares of Common Stock, to Sixth Borough Capital Fund, LP (“Sixth Borough”), pursuant to that certain purchase agreement,
dated September 11, 2025, by and between the Company and Sixth Borough (the “Purchase Agreement”), which shares may represent
more than 20% of the Company’s issued and outstanding Common Stock as of the date of the Purchase Agreement. The votes regarding
this proposal were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 126,610 |
|
18,261 |
|
7,846 |
|
293,631 |
The
Nasdaq Stock Issuance (Warrants) Proposal - To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance
of shares of Common Stock issuable upon the exercise of 2,067,182 common warrants to purchase Common Stock, issued to the investor (the
“Investor”) in a private placement that closed on December 31, 2025 (the “Private Placement”).
In
accordance with Nasdaq Listing Rule 5635 and IM-5635-2, “Interpretative Material Regarding the Use of Share Caps to Comply with
Rule 5635,” 100,591 shares of Common Stock that were issued upon exercise of pre-funded warrants issued in connection with the
Private Placement prior to the record date were not entitled to vote such shares (the “Excluded Shares”) with respect to
the Nasdaq Stock Issuance (Warrants) Proposal. Any votes cast “FOR” the Nasdaq Stock Issuance (Warrants) Proposal attributable
to any of the Excluded Shares were disregarded for purposes of determining whether the proposal was approved. To comply with Nasdaq rules,
we instructed the inspector of elections to conduct separate tabulations that subtract the Excluded Shares from the total number of shares
voted in favor of this proposal to determine whether the proposal had been adopted in accordance with applicable Nasdaq rules, which
require a majority of the shares of Common Stock that are present or represented by proxy at the Special Meeting and entitled to vote
on such proposal (other than the votes required to be excluded in accordance with Nasdaq rules) to be voted in favor of the applicable
proposal. Accordingly, The votes regarding this proposal were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
Excluded
Shares |
| 26,134 |
|
18,151 |
|
7,841 |
|
293,631 |
|
100,591 |
The
Auditor Ratification Proposal - To ratify the previous appointment of CBIZ CPAs P.C. as the Company’s independent registered
public accounting firm for the year ended December 31, 2025. The votes regarding this proposal were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 431,871 |
|
4,108 |
|
10,369 |
|
— |
The
Adjournment Proposal - To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve
the Nasdaq Stock Issuance (ELOC) Proposal, the Nasdaq Stock Issuance (Warrants) Proposal, or the Auditor Ratification Proposal at the
Special Meeting (the “Adjournment Proposal”). The Adjournment Proposal was not presented at the Special Meeting since the
Nasdaq Stock Issuance (ELOC) Proposal, the Nasdaq Stock Issuance (Warrants) Proposal, and
the Auditor Ratification Proposal each received sufficient
favorable votes to be adopted.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 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:
March 13, 2026 |
|
| |
|
| |
GLUCOTRACK,
INC. |
| |
|
|
| |
By: |
/s/
Paul Goode |
| |
Name: |
Paul
Goode |
| |
Title: |
Chief
Executive Officer |
