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Glucotrack (NASDAQ: GCTK) investors back reverse split, warrant deal

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Glucotrack, Inc. (GCTK) reported the results of its 2026 annual stockholder meeting. There were 7,719,121 shares of common stock outstanding on the record date, and 2,786,974 votes (about 36.10%) were represented in person or by proxy, constituting a quorum.

Stockholders elected six directors to serve until the 2027 annual meeting. They also approved, on an advisory basis, the 2025 executive compensation, and ratified CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026.

Stockholders approved amendments to permit one or more reverse stock splits at an aggregate ratio of up to 1-for-30, and approved a warrant inducement involving repricing certain existing warrants, issuing new inducement warrants and issuing common shares upon their exercise, for purposes of complying with Nasdaq Listing Rule 5635(d).

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding on record date 7,719,121 shares Common stock issued and outstanding on the record date for the 2026 annual meeting
Votes represented at meeting 2,786,974 votes Votes present in person or by proxy at the 2026 annual meeting
Quorum percentage 36.10% Portion of eligible votes represented at the 2026 annual meeting, constituting a quorum
Reverse stock split maximum ratio 1-for-30 Maximum aggregate ratio authorized for one or more reverse stock splits of common stock
Say-on-Pay votes for 962,623 votes Votes cast in favor of advisory approval of 2025 executive compensation
Auditor ratification votes for 2,621,952 votes Votes cast in favor of ratifying CBIZ CPAs P.C. as auditor for 2026
Reverse stock split votes for 2,099,338 votes Votes cast in favor of authorizing reverse stock splits up to 1-for-30
Warrant inducement votes for 895,306 votes Votes cast in favor of the warrant inducement proposal
Reverse Stock Split financial
"to effect one or more reverse stock splits of the Company’s common stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Warrant Inducement financial
"The approval of a proposed warrant inducement, including the repricing"
Warrant inducement is when a company offers new warrants—options to buy shares at a set price—as a sweetener to persuade investors, lenders, or shareholders to approve a deal or provide financing. Investors should care because these extra warrants can dilute existing ownership if exercised, change the company’s future share supply and potential upside, and alter the risk/reward balance much like giving a coupon that could reduce future prices for original buyers.
Nasdaq Listing Rule 5635(d) regulatory
"for purposes of complying with Nasdaq Listing Rule 5635(d)"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
broker non-votes financial
"Abstentions and broker non-votes, if applicable, in respect of each such matter"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Say-on-Pay financial
"approval, on an advisory basis, of the 2025 executive compensation"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

FAQ

What did Glucotrack, Inc. (GCTK) stockholders approve at the 2026 annual meeting?

Stockholders elected six directors, approved 2025 executive compensation, ratified CBIZ CPAs P.C. as auditor for 2026, authorized a reverse stock split of up to 1-for-30, and approved a warrant inducement to comply with Nasdaq Listing Rule 5635(d).

How many Glucotrack (GCTK) shares were eligible to vote and what was the quorum?

On the record date, 7,719,121 shares of common stock were outstanding and eligible to vote. At the meeting, 2,786,974 votes, or about 36.10% of eligible votes, were represented in person or by proxy, constituting a quorum.

What reverse stock split authority did Glucotrack (GCTK) shareholders approve?

Shareholders approved amendments to allow one or more reverse stock splits of Glucotrack’s common stock at an aggregate ratio not to exceed 1-for-30, through changes to Article IV of the Certificate of Incorporation.

Was Glucotrack’s (GCTK) 2025 executive compensation (Say-on-Pay) approved?

Yes. Stockholders approved the 2025 executive compensation for named executive officers on an advisory basis, with 962,623 votes for, 122,785 against, 33,960 abstentions, and 1,667,606 broker non-votes.

Who is Glucotrack’s (GCTK) auditor for the year ending December 31, 2026?

Stockholders ratified CBIZ CPAs P.C. as Glucotrack’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 2,621,952 votes for, 134,874 against, and 30,148 abstentions.

What is the warrant inducement approved by Glucotrack (GCTK) shareholders?

Shareholders approved a warrant inducement that includes repricing certain existing warrants, issuing new inducement warrants, and issuing common shares upon their exercise, specifically for compliance with Nasdaq Listing Rule 5635(d).

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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): August 18, 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 5.07. Submission of Matters to a Vote of Security Holders.

 

Summary of Proposals Submitted to Stockholders

 

On August 18, 2026, Glucotrack, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 17, 2026:

 

Proposal 1:   The election of six directors, each to serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified.
     
Proposal 2:   The approval, on an advisory basis, of the 2025 executive compensation of the Company’s named executive officers (“Say-on-Pay”).
     
Proposal 3:   The ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
     
Proposal 4:   The approval of one or more amendments to the Company’s certificate of incorporation (as amended, the “Certificate of Incorporation”) to effect one or more reverse stock splits of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an aggregate ratio not to exceed one-for-thirty (the “Reverse Stock Split”).
     
Proposal 5:   The approval of a proposed warrant inducement, including the repricing of certain existing warrants and the issuance of new inducement warrants to the holders of such existing warrants and the issuance of shares of Common Stock upon exercise thereof, for purposes of complying with Nasdaq Listing Rule 5635(d) (the “Warrant Inducement”).

 

Voting Results

 

On the record date, there were 7,719,121 shares of Common Stock issued and outstanding. Of the 7,719,121 votes that were eligible to be cast by the holders of the Common Stock at the Annual Meeting, 2,786,974 votes, or approximately 36.10% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:

 

Proposal 1: Election of Directors.

 

The Company’s stockholders elected the following directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The votes regarding the election of these directors were as follows:

 

Director Nominee   Votes For   Votes Against   Abstentions   Broker Non-Votes
Andrew K. Balo   960,882   75,038   83,448   1,667,606
Victoria Carr-Brendel   960,826   75,088   83,454   1,667,606
Erin Carter   960,573   75,278   83,517   1,667,606
Erik Emerson   961,363   74,550   83,455   1,667,606
Paul V. Goode   934,050   134,410   50,908   1,667,606
Luis Malavé   960,650   75,211   83,507   1,667,606

 

 

 

 

Proposal 2: Advisory Vote on Executive Compensation (Say-on-Pay).

 

The Company’s stockholders approved, on an advisory basis, the 2025 executive compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
962,623   122,785   33,960   1,667,606

 

Proposal 3: Ratification of the Appointment of CBIZ CPAs P.C.

 

The Company’s stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes regarding this proposal were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
2,621,952   134,874   30,148  

 

Proposal 4: Approval of the Reverse Stock Split.

 

The Company’s stockholders approved the proposal to amend Article IV of the Certificate of Incorporation to effect one or more Reverse Stock Splits at an aggregate ratio not to exceed one-for-thirty. The votes regarding this proposal were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
2,099,338   674,484   13,152  

 

Proposal 5: Approval of the Warrant Inducement.

 

The Company’s stockholders approved the Warrant Inducement, including the repricing of certain existing warrants and the issuance of new inducement warrants to the holders of such existing warrants and the issuance of shares of Common Stock upon exercise thereof, for purposes of complying with Nasdaq Listing Rule 5635(d). The votes regarding this proposal were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
895,306   138,265   85,797   1,667,606

 

 

 

 

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: August 19, 2026    
     
  GLUCOTRACK, INC.
     
  By: /s/ Erik Emerson
  Name: Erik Emerson
  Title: Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

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