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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): July 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.
On
July 22, 2026, Glucotrack, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”)
with an investor (the “Investor”) relating to an existing promissory note previously issued to the Investor on September
12, 2025, in the original principal amount of $3,600,000, with such principal subsequently reduced by $600,000 pursuant to that certain
exchange agreement, dated April 13, 2026, by and between the Company and the Investor (the “First Exchange Agreement”), and
further reduced by $988,000 pursuant to that certain exchange agreement, dated April 29, 2026, by and between the Company and the Investor
(the “Second Exchange Agreement”) (as modified, the “Original Note”).
Pursuant
to the Exchange Agreement, the Company and the Investor partitioned a new promissory note in the original principal amount of $900,000
(the “Partitioned Note”) from the Original Note. Following such partition, the outstanding balance of the Original Note was
reduced by an amount equal to the initial outstanding balance of the Partitioned Note, and the Original Note otherwise remains in full
force and effect in accordance with its terms.
Under
the Exchange Agreement, the Company and the Investor further agreed that the Investor may, from time to time, exchange all or any portion
of the Partitioned Note for shares of the Company’s common stock, par value $0.001 per share (the “Exchange Shares”).
The number of Exchange Shares issuable in connection with each exchange is calculated by dividing the applicable tranche amount by the
“Minimum Price,” which is equal to the lower of (A) the Nasdaq Official Closing Price of the common stock immediately preceding
the delivery of the applicable exchange request, or (B) the arithmetic average of the five Nasdaq Official Closing Prices for the common
stock immediately preceding the delivery of the applicable exchange request. Each exchange consists solely of the surrender and cancellation
of the applicable portion of the Partitioned Note in exchange for the issuance of the Exchange Shares, with no cash or other consideration
paid by the Investor.
The
issuance of the Exchange Shares is subject to a beneficial ownership limitation, which generally restricts the Company from issuing shares
to the Investor to the extent that such issuance would cause the Investor and its affiliates to beneficially own more than 9.99% of the
Company’s outstanding common stock, calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended.
To the extent the limitation applies, the Exchange Shares may be issued in one or more tranches, and any portion of the Partitioned Note
not exchanged as a result of the limitation will remain outstanding and exchangeable in accordance with the terms of the Exchange Agreement.
The
Partitioned Note was issued in a private placement to the Investor pursuant to an exemption for transactions by an issuer not involving
a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Exchange Shares
are being issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) of the
Securities Act, on the basis that (a) the Exchange Shares will be issued
in exchange for other outstanding securities of the Company; (b) there will be no
additional consideration delivered by the Investor in connection with the exchange; and (c) there will
be no commissions or other remuneration paid by
the Company in connection with the exchange.
The
foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the
Exchange Agreement, a form which is filed herewith as Exhibit 10.1, 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.
To
the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item
2.03 in its entirety.
Item
3.02. Unregistered Sales of Equity Securities
To
the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item
3.02 in its entirety.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Exchange Agreement, dated July 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: July 27, 2026 |
|
|
| |
|
|
| |
GLUCOTRACK,
INC. |
| |
|
|
| |
By: |
/s/
Erik Emerson |
| |
Name: |
Erik Emerson |
| |
Title: |
Chief Executive Officer |
