GlucoTrack, Inc. filings document the regulatory, financial, and capital-structure disclosures of a medical technology company developing an implantable continuous blood glucose monitoring system for diabetes. Form 8-K reports cover Regulation FD releases on CBGM development, IDE-related disclosures, peer-reviewed study announcements, financial results, and corporate highlights.
The company’s filings also record material definitive agreements involving promissory-note exchanges for common stock, private-placement and exemption disclosures, beneficial-ownership limits, and shareholder voting matters. Proxy materials describe Nasdaq stock-issuance approvals, warrant-related share issuance proposals, meeting mechanics, governance procedures, and capital-structure matters tied to GlucoTrack’s public-company financing activities.
Glucotrack, Inc. is calling a virtual special stockholder meeting in 2026 to seek approval under Nasdaq Listing Rule 5635(d) for two significant stock issuance arrangements and an adjournment authority.
Proposal 1 asks approval for the full issuance of common shares to White Lion Capital, LLC under a three-year equity line of credit, including up to $50,000,000 of purchase shares, $1,000,000 in commitment shares, and shares underlying a commitment warrant with up to $10,000,000 in value. Nasdaq rules currently cap these issuances at 19.99% of shares outstanding as of July 14, 2026 unless either pricing stays at or above the $0.39912 Minimum Price or stockholders approve larger issuances; failure to obtain approval within 60 days triggers $50,000 liquidated damages per 30-day period.
Proposal 2 seeks approval for full issuance of shares upon conversion of senior secured convertible Bridge Notes and exercise of Bridge Warrants issued for about $4.45 million of bridge financing tied to a merger with Lokahi Therapeutics. The notes carry a 22% original issue discount, 8% interest, and a nine-month maturity, with conversion and warrant exercise terms based on discounts to VWAP and subject to a Floor Price at 20% of the Minimum Price. Without approval, these securities remain outstanding but unconvertible or unexercisable and the company owes additional cash or share-based consideration.
Proposal 3 would allow adjournment of the meeting to solicit more proxies if needed. As of July 30, 2026, Glucotrack had 9,004,121 common shares outstanding, and major holders include RXRR Capital Partners and Apimeds Pharmaceuticals US, Inc., each above 6% ownership. The board unanimously recommends voting FOR all three proposals, while acknowledging that approvals would dilute existing stockholders and could affect control dynamics and market price.
Glucotrack, Inc., through its wholly owned subsidiary Lōkahi Therapeutics, reported progress on the development strategy for LT-100, aiming to simplify dosing from a historical regimen of up to 15 intradermal injections per treatment visit to a single subcutaneous injection per visit.
In a Type C meeting with the U.S. Food and Drug Administration in May 2026, the company discussed its proposed clinical strategy. A subsequent nonclinical minipig study comparing systemic exposure for subcutaneous versus intradermal administration provided information supporting planned clinical evaluation of the single-injection approach. Subject to ongoing development activities and regulatory review, clinical evaluation of single-injection LT-100 is anticipated as early as the fourth quarter of 2026, with a potential initial readout during the first half of 2027.
Glucotrack, Inc. amended an earlier current report to replace a prior exchange agreement with a new Exchange Agreement dated July 24, 2026, and to file the updated agreement as an exhibit. The new agreement relates to an existing promissory note originally issued on September 12, 2025, with an initial principal of $3,600,000 that has been partially reduced through two prior exchange agreements.
Under the revised terms, the company and an investor partitioned a new $900,000 promissory note (the “Partitioned Note”) from the original note. The investor may exchange all or part of this Partitioned Note into common stock, with the number of shares based on the lower of the last Nasdaq closing price or the five-day average before signing. Exchanges are non-cash and subject to a 9.99% beneficial ownership cap, and the exchange shares are to be delivered on or before August 31, 2026 under exemptions in Sections 4(a)(2) and 3(a)(9) of the Securities Act.
Glucotrack, Inc. entered into an Exchange Agreement on July 22, 2026 with an investor holding a promissory note originally issued on September 12, 2025 in a principal amount of $3,600,000. That note had previously been reduced by $600,000 under an April 13, 2026 exchange agreement and by a further $988,000 under an April 29, 2026 exchange agreement. Under the new agreement, the parties partitioned a new promissory note in the original principal amount of $900,000, referred to as the Partitioned Note, from the existing note.
The outstanding balance of the original note was reduced by the amount of the Partitioned Note, while the original note otherwise remains in effect. The investor may periodically exchange all or part of the Partitioned Note for shares of Glucotrack common stock, with the number of shares determined by dividing the exchanged amount by a “Minimum Price” based on recent Nasdaq Official Closing Prices. Each exchange is a surrender of note principal for shares, with no cash consideration from the investor. Issuances are subject to a 9.99% beneficial ownership limitation, so exchanges may occur in tranches. The Partitioned Note was issued under Section 4(a)(2) of the Securities Act, and the exchange shares rely on the exemption in Section 3(a)(9), with no commissions or other remuneration paid.
Glucotrack, Inc. is convening a virtual 2026 annual stockholder meeting to elect six directors, hold an advisory “say-on-pay” vote on 2025 executive compensation, ratify CBIZ CPAs P.C. as independent auditor for 2026, and consider capital-structure and warrant-related actions.
Stockholders are asked to authorize one or more reverse stock splits of common stock at an aggregate ratio of up to one-for-thirty, intended to help maintain compliance with Nasdaq’s minimum bid price requirements and potentially broaden institutional and analyst interest. They will also vote on a warrant inducement framework that would permit repricing existing private-placement warrants and issuing new inducement warrants in connection with cash exercises, structured to comply with Nasdaq Listing Rule 5635(d) and support financing flexibility following Glucotrack’s business combination with Lokahi Therapeutics. The proxy also details board independence, committee responsibilities, cybersecurity oversight and director compensation.
Glucotrack, Inc. completed a merger in which Lokahi Therapeutics became a wholly owned subsidiary and Lokahi’s stockholders received common and Series A preferred shares that will give them 90.0% of Glucotrack’s fully diluted equity after automatic preferred conversion, while pre‑merger holders retain at least 10.0% through a floor true‑up mechanism.
The legacy diabetes‑device business is being ring‑fenced into an operating subsidiary funded with a dedicated $7.0 million contribution plus all Glucotrack cash on hand. To support the transaction, Glucotrack raised about $4.45 million via senior secured convertible notes with a 22% original issue discount and accompanying warrants providing 125% coverage.
Separately, the company entered into a three‑year equity line with White Lion Capital for up to $50 million of stock sales, plus a $1.0 million share fee and a warrant of up to $10 million, all subject to Nasdaq’s 19.99% issuance cap and stockholder approvals. Erik Emerson became chief executive officer and a director, and the company believes its stockholders’ equity now exceeds Nasdaq’s $2.5 million minimum for continued listing, pending formal confirmation.
Glucotrack, Inc. completed a strategic business combination in which Lōkahi Therapeutics becomes the operating and controlling business of the public company. Lōkahi securityholders received Glucotrack common and Series A preferred stock targeting a 90.0% fully diluted allocation to them, while pre‑merger Glucotrack holders are contractually protected to hold at least 10.0% of fully diluted equity through an Acquiror Stockholder Floor and potential Floor True‑Up Shares. Glucotrack’s legacy continuous blood glucose monitoring business is being transferred into a wholly owned subsidiary that will receive a staged $7,000,000 Subsidiary Contribution and retain all of Glucotrack’s cash and cash equivalents at Closing.
To finance the structure, Glucotrack issued approximately $4.45 million of senior secured convertible promissory notes with a 22% original issue discount, 8% annual interest, nine‑month maturity and Bridge Warrants providing 125% coverage of principal, secured by a first‑priority lien on substantially all assets other than the legacy operating subsidiary, and accompanied by extensive registration, repayment‑from‑proceeds and most‑favored‑nation rights. The company also entered into a three‑year equity line with White Lion Capital for up to $50,000,000 of common stock sales, in exchange for $1,000,000 of commitment shares and a warrant to purchase up to $10,000,000 of stock, plus liquidated damages if key registration and stockholder‑approval deadlines are missed. A new Series A Convertible Preferred Stock (1,000,000 shares, $40.30 Stated Value, 100:1 conversion ratio, no redemption and limited voting rights) will automatically convert into common stock after Acquiror Stockholder Approval and Nasdaq Trading Market Approval. Management changes include appointing Erik Emerson as chief executive officer, while Paul Goode becomes chief technical officer and leads the CBGM subsidiary. The company states that, after these transactions, it believes its stockholders’ equity exceeds Nasdaq’s $2.5 million continued‑listing requirement and is awaiting Nasdaq’s formal determination.
Glucotrack, Inc. is soliciting proxies for its 2026 virtual Annual Meeting to consider election of five directors and several corporate actions. Key matters include: (1) approval of up to a 1-for-30 reverse stock split (management may implement any ratio up to that aggregate), (2) a warrant inducement/repricing proposal to permit repricing and issuance of inducement warrants to support exercise of certain private placement warrants, and (3) ratification of CBIZ CPAs P.C. as independent auditors. The proxy discloses 6,259,279 shares issued and outstanding and lists outstanding derivative instruments including 2,198,301 warrants and 16,499 option shares (all figures stated as of June 16, 2026). The reverse split is presented as a tool to address Nasdaq bid-price compliance and would be executed only if management elects to do so within one year; fractional shares would be rounded up.
Glucotrack, Inc. has received two Nasdaq deficiency notices that together threaten its continued listing on The Nasdaq Capital Market. The first relates to failure to meet the $1.00 per share minimum bid price requirement under Nasdaq Rule 5550(a)(2). The second, based on its Form 10-Q for the period ended March 31, 2026, states the company no longer meets the $2,500,000 minimum stockholders’ equity requirement under Listing Rule 5550(b)(1) and does not qualify under alternative standards.
The company plans to timely request a hearing before a Nasdaq Hearings Panel by May 18, 2026, which will temporarily stay delisting while it presents a plan to regain compliance. The filing cautions there is no assurance the appeal will succeed or that Glucotrack will be able to regain or maintain compliance with Nasdaq listing rules.