false
0001506983
0001506983
2026-08-18
2026-08-18
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): 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 |