STOCK TITAN

Glucotrack raises $2M with $2.56M in secured notes

Nasdaq's exception requires a closing bid of at least $1.00 each trading day through November 9, 2026, with delisting possible if terms are unmet.

(Very High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Glucotrack, Inc. closed a private placement on October 22, 2026, receiving $2,000,000 in gross cash proceeds for senior secured convertible notes with aggregate principal of $2,564,102.65 and a 22% original issue discount. The notes bear 8% annual interest, mature nine months after issuance, and are secured by substantially all assets of the company and its subsidiaries. Their conversion price is the lower of $0.6390 or 80% of the lowest daily volume weighted average price during the preceding 15 trading days, subject to a floor equal to 20% of Nasdaq Minimum Price.

Investors also received warrants to purchase 8,025,360 shares at $1.5975 per share, exercisable for five years. Note conversions and warrant exercises are subject to an aggregate cap of 19.99% of the common stock outstanding immediately before the purchase agreement unless stockholders approve the share issuance. The company must use 50% of proceeds from any equity line of credit to repay the notes within three business days of receipt.

Glucotrack announced a 1-for-2 reverse stock split, effective at the opening of trading on October 26, 2026. Under a Nasdaq exception, the company must maintain a closing bid price of at least $1.00 each trading day through November 9; its securities may be delisted if it fails to meet the exception’s terms.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • None.

Negative

  • Major point$2,564,102.65 in notes is secured by substantially all company and subsidiary assets. 3.9× market cap
  • Moderate point. Forward-looking: it has not happened yet and may not happen.A $1.00 closing bid is required through November 9; delisting remains possible.

Filing Explained

The filing adds 270,300 obligated warrant shares to 676,498 underlying shares; missed registration or proxy milestones can also require share issuance.

The filing reports that additional July warrant holders signed the waiver, leaving Glucotrack obligated to issue another 270,300 warrants and bringing the New Warrants’ total underlying shares to 676,498; exercise could add those shares and reduce existing holders’ percentage ownership.

The announced 1-for-2 split is scheduled to take effect automatically on October 26, 2026: every two pre-split shares become one, with the split itself leaving company value unchanged.

If the registration statement is not filed within 10 days after closing or is not effective within 45 days, the agreements require share issuances calculated using $250,000 divided by the applicable period’s lowest traded price, with further issuances for each later 30-day delay; late-filing shares are subject to an aggregate cap of $1,500,000 in shares.

The company must also file a stockholder-approval proxy within 30 days and use its best efforts to obtain approval within 90 days; missing the proxy or meeting milestones can require additional shares, which cannot be issued above the transaction’s exchange cap before stockholder approval.

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Gross cash proceeds $2,000,000 Private placement closed October 22, 2026
Note principal $2,564,102.65 Aggregate principal amount of notes issued
Interest rate 8% per annum On outstanding note principal
Note maturity 9 months After issuance on October 22, 2026
Investor warrant shares 8,025,360 shares Shares issuable upon exercise of investor warrants
Warrant exercise price $1.5975 per share Investor warrants exercisable for five years from issuance
Reverse stock split 1-for-2 Effective October 26, 2026
Required closing bid price At least $1.00 Each trading day through November 9, 2026, under the Nasdaq exception
original issue discount financial
"reflecting a 22% original issue discount"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
volume weighted average price financial
"80% of the lowest daily volume weighted average price"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
Exchange Cap regulatory
"may not exceed 19.99% of the Common Stock outstanding"
Most Favored Nation financial
"Most Favored Nation"
Variable Rate Transaction financial
"may not enter into a Variable Rate Transaction"
equity line of credit financial
"proceeds received under any equity line of credit"
An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.
Split Ratio 1-for-2 reverse split
Effective Date October 26, 2026

FAQ

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

How much did GCTK raise in October 2026?

Glucotrack received $2,000,000 in gross cash proceeds for notes with aggregate principal of $2,564,102.65. The cash purchase price reflected a 22% original issue discount.

When does GCTK's 1-for-2 reverse stock split take effect?

The 1-for-2 reverse stock split is effective at the opening of trading on October 26, 2026.

How is the conversion price set for GCTK's new notes?

The conversion price is the lower of $0.6390 or 80% of the lowest daily volume weighted average price during the 15 trading days before the applicable conversion notice, subject to a floor equal to 20% of Nasdaq Minimum Price. If the stock’s volume weighted average price is below the floor for ten consecutive trading days, the floor automatically resets to that period’s lowest volume weighted average price, subject to stockholder approval.

How much of GCTK's equity line proceeds must go toward note repayment?

Glucotrack must apply 50% of proceeds from each equity line of credit draw, advance, put, or tranche to the notes. Payment is due within three business days after receipt and is applied first to accrued interest and other amounts, then to principal.

What happens if GCTK misses its registration deadlines?

Glucotrack must file a registration statement within 10 days after closing and use commercially reasonable efforts to have it declared effective within 45 days. If it misses either applicable date, it must issue shares calculated using $250,000 divided by the lowest traded price during the relevant period; further share issuances apply for each subsequent 30-day period of delay.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
false 0001506983 0001506983 2026-10-22 2026-10-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): October 22, 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   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.

 

Private Placement

 

On October 22, 2026, Glucotrack, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company issued to the Investors senior secured convertible promissory notes (the “Notes”) in the aggregate principal amount of $2,564,102.65 for an aggregate cash purchase price of $2,000,000, reflecting a 22% original issue discount. The Notes bear interest at a rate of 8% per annum on the outstanding principal amount and mature nine (9) months after their issuance on October 22, 2026. Upon the occurrence of any Event of Default (as defined in the Notes), the outstanding principal amount, together with any past due and unpaid interest, will bear interest at a rate of 18% per annum until paid in full. The Notes are secured by a security interest in substantially all of the assets of the Company and its subsidiaries pursuant to the Company’s existing security agreement and rank equally and ratably in the collateral with the Company’s other outstanding obligations secured thereunder.

 

The Notes are convertible, in whole or in part, at any time on or after the issuance date, at a conversion price equal to the lower of (i) $0.6390, representing the Nasdaq Minimum Price (as defined in the Note) and (ii) 80% of the lowest daily volume weighted average price of the common stock, par value $0.001 per share, of the Company (the “Common Stock”) during the fifteen (15) trading days immediately preceding the applicable conversion notice, subject in each case to a floor price equal to 20% of the Nasdaq Minimum Price (the “Floor Price”) (the “Conversion Price”). The total cumulative number of shares of Common Stock issued upon conversion of the Notes and exercise of the Warrants (as defined below), in the aggregate, may not exceed 19.99% of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless and until the Company obtains stockholder approval of the issuance of the underlying Common Stock in accordance with Nasdaq Listing Rule 5635(d) (the “Stockholder Approval”). If the volume weighted average price of the Common Stock is less than the Floor Price then in effect on each of any ten (10) consecutive trading days, the Floor Price shall, subject to the Company’s receipt of the Stockholder Approval, automatically reset to, and thereafter equal, the lowest volume weighted average price during such ten (10) trading day period. The Conversion Price and Floor Price are subject to adjustment for stock splits, stock combinations, stock dividends, reclassifications, dilutive issuances, share combination events, and reorganization or change of control transactions.

 

The sale of the Notes and Warrants (as described below) is referred to herein as the “Financing.” The Financing closed on October 22, 2026 (the “Closing”), resulting in gross proceeds to the Company of $2,000,000, before deducting the Placement Agent’s fees and other offering expenses. The Purchase Agreement, the Notes and the Warrants are collectively referred to herein as the “Transaction Documents.”

 

Warrants

 

On October 22, 2026, the Company also issued to the Investors warrants (the “Warrants” and, together with the Notes, the “Securities”) to purchase 8,025,360 shares of Common Stock, representing a number of shares equal to 200% of each Investor’s principal amount under its Note divided by $0.6390. The Warrants are exercisable for a period of five (5) years from the date of issuance at an exercise price of $1.5975 per share; provided that, in each case, the shares of Common Stock issuable upon exercise of the Warrants are subject to the Exchange Cap and may not be issued in excess thereof unless and until the Company obtains the Stockholder Approval. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

 

 

 

 

Other Terms of Purchase Agreement

 

Registration Rights

 

The Company is required to file a registration statement (or add the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants (the “Registrable Securities”) to an existing registration statement on file with the Securities and Exchange Commission (the “SEC”) that has not yet been declared effective) within ten (10) days after the Closing (the “Required Filing Registration Date”) covering the resale of Registrable Securities. The Company is required to use commercially reasonable efforts to cause such registration statement to be declared effective within forty-five (45) days of the Closing (the “Required Effective Registration Date”). If the registration statement is not filed by the Required Filing Registration Date, the Company shall issue and deliver to the Investors a number of shares of Common Stock equal to $250,000 divided by the lowest traded price of the Common Stock between the Closing and the Required Filing Registration Date, and for every thirty (30) days thereafter that the registration statement is not filed, the Company shall issue and deliver to the Investors a number of additional shares of Common Stock equal to $250,000 divided by the lowest traded price of the Common Stock during such thirty (30) day period, subject to an aggregate cap of $1,500,000 in shares (collectively with any shares issuable pursuant to a failure to achieve effectiveness of the registration statement by the Required Effective Registration Date or a failure to obtain the Stockholder Approval, the “Penalty Shares”). If the registration statement is not declared effective by the Required Effective Registration Date, the Company shall issue and deliver to the Investors a number of shares of Common Stock equal to $250,000 divided by the lowest traded price of the Common Stock between the Closing and the Required Effective Registration Date, and for every thirty (30) days thereafter that the registration statement is not declared effective, the Company shall issue and deliver to the Investors a number of additional shares of Common Stock equal to $250,000 divided by the lowest traded price of the Common Stock during such thirty (30) day period. To the extent the issuance of any Penalty Shares, when aggregated with the other shares of Common Stock issued or issuable under the Transaction Documents, would exceed the Exchange Cap, such Penalty Shares shall not be issued until the Company has obtained the Stockholder Approval.

 

Stockholder Approval

 

Within thirty (30) days of the Closing (the “Required Initial Proxy Date”), the Company is required to file a proxy statement with the SEC for the purpose of obtaining the Stockholder Approval. The Company is required to use its commercially best efforts to obtain the Stockholder Approval within ninety (90) days of the Closing (the “Required Stockholder Meeting Date”). If the proxy statement is not filed by the Required Initial Proxy Date, the Company shall issue and deliver to the Investors a number of shares of Common Stock equal to $250,000 divided by the lowest traded price of the Common Stock between the Closing and the Required Initial Proxy Date. For every thirty (30) days after the Required Stockholder Meeting Date that the stockholder meeting is not held, the Company shall issue and deliver to the Investors a number of additional shares of Common Stock equal to $250,000 divided by the lowest traded price of the Common Stock during such thirty (30) day period. To the extent the issuance of any Penalty Shares would, when aggregated with the other shares of Common Stock issued or issuable under the Transaction Documents, exceed the Exchange Cap, such Penalty Shares shall not be issued until the Company has obtained the Stockholder Approval. If the Stockholder Approval is not obtained by the first Required Stockholder Meeting Date, the Company shall, during the period beginning on such date and continuing 360 days thereafter, cause an additional stockholder meeting to be held every sixty (60) days until the Stockholder Approval is obtained.

 

Most Favored Nation

 

While any Notes remain outstanding, upon any issuance by the Company of its securities for cash consideration (a “Subsequent Financing”), each Investor may elect, in its sole discretion, to exchange all or some of the Securities then held for any securities or units issued in a Subsequent Financing on a dollar-for-dollar basis. The Company is required to provide each Investor with notice of any Subsequent Financing. Additionally, if in any Subsequent Financing there are any contractual provisions or side letters that provide terms more favorable to the investors therein than the terms provided under the Transaction Documents, then the Company shall notify the Investors of such additional or more favorable terms and such terms, at each Investor’s option, shall become a part of the Transaction Documents. Additionally, if the Company enters into any subsequent financing with another individual or entity on terms that are more favorable than those provided to the Investors, the Transaction Documents shall automatically be amended to include such more favorable terms, so long as the Notes remain outstanding. The foregoing most favored nations provisions do not apply to Exempted Securities (as defined in the Purchase Agreement) or to securities of any subsidiary.

 

Subsequent Equity Sales

 

From the Closing until ninety (90) days following the effective date of each of the registration statement and Stockholder Approval, the Company and any subsidiary shall not (i) issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement), other than Exempted Securities, or (ii) file any registration statement or any amendment or supplement thereto, in each case other than (A) solely with respect to securities issued pursuant to any share or option plan duly adopted for such purpose by the Company’s board of directors or a committee of non-employee directors established for such purpose for services rendered to the Company, or (B) a registration statement filed in connection with a Registered Public Offering (as defined in the Purchase Agreement). While the Notes remain outstanding, the Company and its subsidiaries may not enter into a Variable Rate Transaction, as defined in the Purchase Agreement, without the prior written consent of the Investors. Variable Rate Transactions generally include issuances of securities with conversion, exercise or exchange prices based on or varying with future trading prices of the Common Stock, securities containing specified future price-reset features, and equity lines of credit or similar continuous offerings at future-determined prices. The restriction is subject to the exceptions set forth in the Purchase Agreement.

  

Mandatory Repayment from ELOC Proceeds

 

Until all outstanding principal, accrued and unpaid interest and other amounts owing under each Note have been paid in full, the Company shall, and shall cause each of its subsidiaries to, apply fifty percent (50%) of all proceeds received under any equity line of credit or similar arrangement (each, an “ELOC,” and such proceeds, “ELOC Proceeds”) toward the repayment of each Note. Such obligation is mandatory and not subject to any election, waiver or discretion of the Company, and shall apply separately to each draw, advance, put or tranche under any ELOC as and when the related ELOC Proceeds are received. The Company shall pay such amount to each Investor in immediately available funds within three (3) business days following the Company’s or any subsidiary’s receipt of the applicable ELOC Proceeds, and such payment shall be applied first to accrued and unpaid interest and other amounts (other than principal) owing under the Note and thereafter to the outstanding principal amount. Concurrently with each such payment, the Company shall deliver to each Investor a written notice setting forth the date and amount of the applicable draw or tranche and the ELOC Proceeds received. No such repayment shall be subject to any prepayment premium or penalty under the Notes, and no such repayment shall limit any other right of the Investors under the Notes or the other Transaction Documents. The failure of the Company to make any repayment required by the Purchase Agreement within such three (3) business day period shall constitute an Event of Default (as such term is defined in the Notes).

 

 

 

 

Placement Agency Agreement

 

In connection with the Private Placement, on October 22, 2026, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Dawson James Securities, Inc. (the “Placement Agent”). As compensation for acting as Placement Agent for the Financing, the Company agreed to pay the Placement Agent (a) a cash placement fee equal to seven percent (7%) of the gross cash proceeds received by the Company from the sale of the Securities, (b) warrants (the “Placement Agent Warrants”) to purchase 160,508 shares of Common Stock, representing a number of shares equal to four percent (4.0%) of the aggregate number of shares of Common Stock initially issuable upon conversion in full of the Notes issued to the Investors at the Closing, calculated using the initial Conversion Price, which Placement Agent Warrants are exercisable at any time and from time to time, in whole or in part, during the five-year period from the Closing Date, at a price per share equal to one hundred twenty-five percent (125%) of the initial Conversion Price, and (c) reimbursement of the Placement Agent’s actual accountable expenses, including legal and diligence expenses, in an aggregate amount not to exceed $50,000.

 

The above summary of the Notes, the Warrants, the Placement Agent Warrants, the Purchase Agreement, and the Placement Agency Agreement does not purport to be complete and is qualified in its entirety by reference to such applicable agreements or forms of agreements, copies of which are attached as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

 

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 Notes, the Warrants, the Placement Agent Warrants and the shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants or Placement Agent Warrants, as applicable, and any Penalty Shares that may be issued, were, or upon issuance will be, issued and sold by the Company in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

 

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2026 (the “Prior Form 8-K”), on October 13, 2026, the Company entered into a Waiver Agreement (the “Waiver”) with certain holders (the “July Holders”) of warrants issued pursuant to the Securities Purchase Agreement, dated as of July 14, 2026, by and among the Company and the July Holders, pursuant to which, in consideration for the Waiver, the Company became obligated to issue new warrants (the “New Warrants”) to purchase an aggregate of 406,198 shares of Common Stock to the July Holders that executed the Waiver. Since the filing of the Prior Form 8-K, additional July Holders have executed the Waiver and, in consideration therefor, the Company has become obligated to issue to such additional New Warrants to purchase an aggregate of 270,300 additional shares of Common Stock, bringing the aggregate number of shares of Common Stock issuable upon exercise of the New Warrants to 676,498. The additional New Warrants have the same terms as the New Warrants described in the Prior Form 8-K, which description is incorporated herein by reference. The New Warrants and the shares of Common Stock issuable upon exercise thereof will be issued by the Company to the July Holders in reliance upon the exemption from the registration afforded by Section 4(a)(2) of the Securities Act. 

 

Item 7.01. Regulation FD Disclosure.

 

On October 22, 2026, the Company issued a press release, which announced a 1-for-2 reverse stock split of the Company’s common stock, par value $0.001 per share, effective with the opening of trading on October 26, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
4.1   Form of Note, dated October 22 2026
4.2   Form of Warrant, dated October 22, 2026
4.3   Form of Placement Agent Warrant, dated October 22, 2026
10.1   Form of Securities Purchase Agreement, dated October 22, 2026, by and between Glucotrack, Inc. and the purchasers party thereto
10.2   Placement Agency Agreement, dated October 22, 2026, by and between Glucotrack, Inc. and Dawson James Securities, Inc.

99.1

 

Press Release, dated October 22, 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: October 22, 2026    
     
  GLUCOTRACK, INC.
     
  By: /s/ Erik Emerson
  Name: Erik Emerson
  Title: Chief Executive Officer

 

 

 

 

 

Exhibit 99.1

 

Glucotrack, Inc. Announces Reverse Stock Split

 

1-for-2 reverse stock split to become effective as of the opening of trading on October 26, 2026

 

RUTHERFORD, N.J., and LA JOLLA, C.A., October 22, 2026 — Glucotrack, Inc. (Nasdaq: GCTK) (“Glucotrack” or the “Company”), a healthcare technology and biopharmaceutical company operating Lōkahi Therapeutics™, today announced that it will effect a 1-for-2 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock, par value $0.001 per share (the “Common Stock”), effective with the opening of trading on Monday, October 26, 2026.

 

Glucotrack’s Common Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GCTK.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 45824Q879.

 

The material effects of the Reverse Stock Split will be:

 

●Every two (2) shares of Glucotrack’s issued and outstanding Common Stock will be combined into one (1) share of Common Stock.

 

●The number of total outstanding shares of Common Stock will be proportionally reduced from 2,368,237 shares to approximately 1,184,119 shares.

 

●The ownership percentage of each Glucotrack stockholder will remain unchanged, other than as a result of fractional shares. No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.

 

At the annual meeting of stockholders held on August 18, 2026, the stockholders of the Company approved a proposal to authorize the Company’s management to file one or more certificates of amendment to the Company’s certificate of incorporation to effect one or more reverse stock splits at an aggregate ratio not to exceed 1-for-30, as determined by the Company’s management in its sole discretion. On August 28, 2026, the Company implemented a 1-for-15 reverse stock split.

 

Among other considerations, the Reverse Stock Split is intended to help Glucotrack regain compliance with the $1.00 minimum bid price requirement for continued listing of its Common Stock on Nasdaq under Nasdaq Listing Rule 5550(a)(2) and to make the prevailing price of its Common Stock more attractive to a broader group of institutional investors. Under the terms of the exception granted to the Company by the Nasdaq Hearings Panel (the “Panel”), the Company must maintain a closing bid price of at least $1.00 for each trading day until November 9, 2026. In addition, if the Company becomes non-compliant with any other Nasdaq Listing Rule during the term of the exception, it will have seven (7) calendar days to advise the Panel of its plan to cure the deficiency, and the Panel will then determine whether to grant the Company an exception to cure the deficiency or to delist the Company. The Panel has also reserved the right to reconsider the terms of the exception based on any event, condition or circumstance that, in the opinion of the Panel, would make continued listing of the Company’s securities on Nasdaq inadvisable or unwarranted. Accordingly, if the Company fails to satisfy the terms of the exception, or if the Panel reconsiders those terms, the Company’s securities may be delisted from Nasdaq.

 

The combination of, and reduction in, the number of issued and outstanding shares of Common Stock as a result of the Reverse Stock Split will occur automatically at the opening of trading on October 26, 2026, without any additional action on the part of Glucotrack’s stockholders. Glucotrack’s transfer agent, VStock Transfer, LLC, is acting as the exchange agent for the Reverse Stock Split and will send each stockholder 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, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such nominee’s particular processes. Such stockholders will not be required to take any action in connection with the Reverse Stock Split.

 

 
 

 

Additional information regarding the Reverse Stock Split can be found in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on July 17, 2026. A link to this document is available at https://www.sec.gov.

 

About Glucotrack, Inc.

 

Glucotrack, Inc. (Nasdaq: GCTK) operates Lōkahi Therapeutics™, a biopharmaceutical platform focused on advancing innovative therapeutic opportunities through disciplined evaluation, strategic development, and collaborative discovery. Through its ai² platform, Lōkahi Therapeutics™ seeks to identify, evaluate, and advance differentiated healthcare and life sciences opportunities. For more information, please visit www.lokahithera.com. In addition, through its subsidiary Glucotrack Technologies, Inc., the Company is focused on the design, development, and commercialization of novel technologies for people with diabetes, including a long-term implantable continuous blood glucose monitoring system. The Glucotrack CBGM is an investigational device and is limited by federal (or United States) law to investigational use. For more information, please visit www.glucotrack.com. Information on the Company’s website does not constitute a part of and is not incorporated by reference into this press release.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “anticipate,” “believe,” “expect,” “intend,” “plan” and “will” are intended to identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. These statements relate only to events as of the date on which the statements are made, and Glucotrack undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. All of the forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated by Glucotrack will be realized or, even if substantially realized, that they will have the expected consequences to or effects on Glucotrack or its business or operations. Readers are cautioned that certain important factors may affect Glucotrack’s actual results and could cause such results to differ materially from any forward-looking statements that may be made in this press release. These factors include, but are not limited to: the anticipated benefits of the Reverse Stock Split, including the effect the Reverse Stock Split will have on the Company’s ability to maintain compliance with the Nasdaq listing standards; the effect of the Reverse Stock Split on the market price and liquidity of the Common Stock; the Company’s ability to maintain a closing bid price of at least $1.00 for each trading day until November 9, 2026; the Company’s ability to comply with the terms of the exception granted by the Panel and with other Nasdaq listing requirements, and the Panel’s discretion to grant or deny any further exception or to reconsider the terms of the exception; the risk that the Company’s securities may be delisted from Nasdaq if it fails to maintain compliance with applicable listing requirements; the ability to make the Company’s Common Stock more attractive to institutional investors; the ability of Glucotrack to raise additional capital to finance its operations (whether through public or private equity offerings, debt financings, strategic collaborations or otherwise); risks relating to the receipt (and timing) of regulatory approvals (including U.S. Food and Drug Administration approval); risks relating to enrollment of patients in, and the conduct of, clinical trials; risks relating to Glucotrack’s future distribution agreements; risks relating to its ability to hire and retain qualified personnel; and the additional risk factors described in Glucotrack’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 30, 2026.

 

Contacts:

 

Investor Relations:

ir@lokahithera.com

 

 

 

 

Filing Exhibits & Attachments

9 documents

Keep reading