Common Stock
- Symbol
- GCTK
- Exchange
- NASDAQ
- Classification
- COMMON
Current Report · Items 1.01, 2.03, 3.02, 7.01, 9.01 · 8-K
GlucoTrack, Inc.
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities · Regulation FD Disclosure
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 under the caption “Bridge Follow-On” is incorporated into this Item 2.03 by reference.
Company context
Inc. Glucotrack, Inc. (NASDAQ: GCTK) is focused on the design, development, and commercialization of novel technologies for people with diabetes. The Company is currently developing a long-term implantable continuous blood glucose monitoring system for people living with diabetes. Glucotrack’s CBGM is a long-term, implantable system that continually measures blood glucose levels with a sensor longevity of 3 years, no on-body wearable component and with minimal calibration. For more information, please visit http://www.glucotrack.com.
Current securities
Recent company filings
- Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingOct 29, 2026
- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other EventsOct 28, 2026
- Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities · Regulation FD DisclosureOct 22, 2026
- Entry into a Material Definitive Agreement · Unregistered Sales of Equity SecuritiesOct 19, 2026
- S-1/A filingOct 14, 2026
Registered securities in this filing
GLUCOTRACK, INC. · 8-K · Filed 2026-08-05
Disclosure sections
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
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 under the caption “Bridge Follow-On” is incorporated
into this Item 2.03 by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
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
Follow-On Bridge Notes and Follow-On Bridge Warrants (and the shares of Common Stock issuable upon conversion of the Follow-On Bridge
Notes and exercise of the Follow-On Bridge Warrants) were, or in the case of the underlying shares, will be, issued and sold by the Company
to the New Investors in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”) afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.
In
the Interim PIPE SPA, the PIPE Purchaser represented to the Company, among other things, that he is either (i) an “accredited investor”
as defined in Rule 501(a) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under
the Securities Act. The Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Common Warrants and the Warrant Shares issued and sold,
or issuable, pursuant to the Interim PIPE SPA were issued and sold, or will be issued, by the Company to the PIPE Purchaser in reliance
upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule
506(b) of Regulation D thereunder.
Item
7.01. Regulation FD Disclosure.
On
August 5, 2026, the Company issued a press release announcing the closing of the Follow-On 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.
Filed exhibits (5)
EX-4.1 2 ex4-1.htm EX-4.1 Exhibit 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. Glucotrack, Inc. Senior Secured Convertible Promissory Note Dated: August 4, 2026 but effective July 14, 2026 (the “Issuance Date”) FOR VALUE RECEIVED, GLUCOTRACK, INC., a Delaware corporation (hereinafter called the “ Maker ” or the “ Comp…
Open exhibit ↗EX-4.2 3 ex4-2.htm EX-4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE WARRANT GLUCOTRACK, INC. Effective Issue Date: July 14, 2026 ───────────────────────────── THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received,, or hi…
Open exhibit ↗EX-4.3 4 ex4-3.htm EX-4.3 Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. GLUCOTRACK, INC. WARRANT TO PURCHASE COMMON STOCK Date of Issuance: August 4, 2026 (“ Issuance Date ”) Warrant Shares: Glucotrack, Inc., a Delaware corporation (the “ Company ”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,, the registered holder hereof or its permitted assigns …
Open exhibit ↗EX-4.4 5 ex4-4.htm EX-4.4 Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. PRE-FUNDED COMMON STOCK PURCHASE WARRANT GLUCOTRACK, INC. Warrant Issue Shares: Date: August 4, 2026 ───────────────────────────────────── THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, or his assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exerc…
Open exhibit ↗EX-99.1 8 ex99-1.htm EX-99.1 Exhibit 99.1 Glucotrack Announces $5.5 Million Financing Includes $2.0 Million Equity Financing at $0.75 Per Unit, priced at a premium to the market, and $3.5 Million Follow-On Investment from Institutional Investors RUTHERFORD, N.J., and LA JOLLA, Calif., August 4, 2026 - Glucotrack, Inc. (NASDAQ: GCTK) (“Glucotrack” or the “Company”) today announced definitive agreements for approximately $5.5 million in financing from participating institutional investors, including a $2.0 million equity financing priced at $0.75 per unit and a $3.5 million follow-on investment in the form of convertible debt. The equity financing consists of units priced at $0.75 per unit, with each unit comprised of one share of common stock (or equivalent) and one five-year warrant with an exercise price of $1.50 per share. “We believe one of the strongest signals investors can send is choosing to increase their alignment with common shareholders,” said Erik Emerson, Chief Executive Officer of Glucotrack. “This financing strengthens our balance sheet, provides additional growth capital, and reflects confidence in our long-term strategy. We believe it positions us well as …
Open exhibit ↗