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2026-09-10
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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): September 10, 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
September 10, 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 senior secured convertible promissory notes
(the “Notes”) in the aggregate principal amount of $11,596,172.68, in exchange for (i) aggregate cash consideration
of $4,500,000 and (ii) the surrender and exchange of $4,545,014.69 in aggregate principal amount of certain outstanding senior secured
convertible promissory notes held by certain Investors, reflecting an aggregate purchase price of $9,045,014.69 and a 22% original
issue discount. The Notes bear interest at the rate of 8% per annum on the outstanding principal amount and mature nine (9) months from
September 10, 2026. Following 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 share in the collateral on an equal and ratable basis 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)
$3.12, 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 “Conversion Price”). The total cumulative number of shares of Common Stock issued upon conversion of the Notes and exercise
of the Warrants, 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 (as defined in the Purchase Agreement) 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 September
10, 2026 (the “Closing”), resulting in gross proceeds to the Company of $4,500,000, 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
September 10, 2026, the Company also issued to the Investors warrants (the “Warrants” and, together with the Notes, the “Securities”)
to purchase 4,831,739 shares of Common Stock, representing a number of shares equal to 125% of each Investor’s principal amount
under its Note divided by $3.00. The Warrants are exercisable for a period of five (5) years from the date of issuance at an exercise
price of $7.50 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 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 Date (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 Date 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 Date 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 Investor Shares,
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 Date (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 Date (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 Date 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 Investor Shares, 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 Date 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.
Placement
Agency Agreement
In
connection with the Private Placement, on September 10, 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 148,668 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”).
Item
7.01. Regulation FD Disclosure.
On
September 11, 2026, the Company issued a press release announcing the Financing. 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 September 10, 2026 |
| 4.2 |
|
Form of Warrant, dated September 10, 2026 |
| 4.3 |
|
Form of Placement Agent Warrant, dated September 10, 2026 |
| 10.1 |
|
Form of Securities Purchase Agreement, dated September 10, 2026, by and between Glucotrack, Inc. and the purchasers party thereto |
| 10.2 |
|
Placement Agency Agreement, dated September 10, 2026, by and between Glucotrack, Inc. and Dawson James Securities, Inc. |
| 99.1 |
|
Press Release, dated September 11, 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:
September 11, 2026 |
|
|
| |
|
|
| |
GLUCOTRACK,
INC. |
| |
|
|
| |
By: |
/s/
Erik Emerson |
| |
Name: |
Erik
Emerson |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Glucotrack
Announces $11.5 Million Financing
RUTHERFORD,
N.J., and LA JOLLA, Calif., September 11, 2026 – Glucotrack, Inc. (NASDAQ: GCTK) (“Glucotrack” or the “Company”)
today announced definitive agreements for convertible notes with an aggregate principal amount of approximately $11.5 million, including
approximately $4.5 million of new cash investment and approximately $4.5 million of existing notes being rolled over, with the aggregate
principal amount reflecting a 22% original issue discount. The financing is structured as convertible debt with an initial conversion
price of $3.12 per share. In connection with the financing, investors will also receive warrants exercisable at $7.50 per share.
Dawson
James Securities, Inc. acted as Sole Placement Agent for Glucotrack.
About
Glucotrack, Inc.
Glucotrack,
Inc. (NASDAQ: GCTK) operates Lōkahi and, through its subsidiary Glucotrack Technologies, Inc., is also 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.
About
Lōkahi Therapeutics™
Lōkahi
Therapeutics is a capital-efficient biopharmaceutical platform company focused on identifying, evaluating, acquiring, and advancing overlooked
therapeutic assets. Through its ai² platform and ai² Futures Lab execution model, Lōkahi integrates cross-functional
expertise and disciplined decision-making to drive strategic development and long-term value creation. For more information, please visit
www.lokahithera.com. For more information on the ai² division, please visit www.ai2equals.com.
Forward-Looking
Statements
This
news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements
contained in this news 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”, “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 us
or our 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 news release. Factors that
may affect Glucotrack’s results include, but are not limited to, 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 merger integration; 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.
Contact:
Glucotrack
GlucotrackPR@icrinc.com
Lōkahi
Therapeutics™
ir@lokahithera.com
