Common Stock
- Symbol
- GCTK
- Exchange
- NASDAQ
- Classification
- COMMON
Current Report · Items 1.01, 9.01 · 8-K
GlucoTrack, Inc.
Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement. As previously disclosed, on July 14, 2026, Glucotrack, Inc. (the “Company”) entered into a securities purchase agreement as supplemented by a joinder dated August 4, 2026 (the “Purchase Agreement”), with certain investors (the “Bridge Investors”) pursuant to which the Company issued to the Bridge Investors senior secured convertible promissory…
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 2026-09-28
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry Into a Material Definitive Agreement.
As
previously disclosed, on July 14, 2026, Glucotrack, Inc. (the “Company”) entered into a securities purchase agreement as
supplemented by a joinder dated August 4, 2026 (the “Purchase Agreement”), with certain investors (the “Bridge Investors”)
pursuant to which the Company issued to the Bridge Investors senior secured convertible promissory notes (the “Bridge Notes”)
and common stock purchase warrants (the “Bridge Warrants”). Beginning on September 22, 2026, the Company commenced the execution
of amendments to the Bridge Warrants (the “Bridge Warrant Amendment”). Execution of such amendments remains ongoing. Pursuant
to their terms, each Bridge Warrant Amendment becomes effective upon execution and delivery by the Company and the applicable holder.
On September 25, 2026, in connection with the closing of the Company’s registered direct offering, the outstanding Bridge Notes
were repaid in full.
As
previously disclosed, on August 4, 2026, the Company entered into a securities purchase agreement (the “Interim PIPE SPA”)
with an investor (the “PIPE Purchaser”) for a private placement of securities pursuant to which the Company issued pre-funded
warrants and common stock purchase warrants (the “Common Warrants”). On September 22, 2026, the Company and the PIPE Purchaser
entered into an amendment to the Common Warrants (the “Amendment No. 2 to Common Warrant”).
As
previously disclosed, on September 10, 2026, the Company entered into a securities purchase agreement (the “September Purchase
Agreement”) with certain investors (the “September Investors”) pursuant to which the Company issued to the September
Investors senior secured convertible promissory notes (the “September Notes”) and common stock purchase warrants (the “September
Warrants”). Beginning on September 22, 2026, the Company executed amendments to the September Notes (the “September
Note Amendment”) and the September Warrants (the “September Warrant Amendment”). Pursuant to their terms, each September
Warrant Amendment became effective upon execution and delivery by the Company and the applicable holder, and the September Note
Amendments became effective upon execution and delivery of amendment counterparts by the Company and all holders of September
Notes, which occurred on September 28, 2026.
The
Bridge Warrant Amendment, Amendment No. 2 to Common Warrant, and September Warrant Amendment each remove provisions permitting downward
adjustment to the Floor Price (as defined in the applicable purchase agreement). The September Note Amendment (i) removes provisions permitting downward adjustment to the Floor Price,
(ii) revises certain
anti-dilution adjustment provisions so that the Floor Price operates as an absolute floor below which no conversion may occur and no
adjustment to the Conversion Price (as defined in the applicable purchase agreement) may reduce the Conversion Price below the Floor
Price, and (iii) revises the
make-whole payment provision so that any True-Up Amount (as defined in the applicable purchase agreement) may be satisfied only in cash.
The
form of Bridge Warrant Amendment, Amendment No. 2 to Common Warrant, September Note Amendment, and September Warrant Amendment are filed
as Exhibits 4.1, 4.2, 4.3, and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The foregoing descriptions of such amendments are qualified in their entirety by reference to the full text thereof.
Filed exhibits (4)
Exhibit 4.1 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT, dated as of September [__], 2026 (this “ Amendment ”), amends that certain COMMON STOCK PURCHASE WARRANT (the “ Warrant ”), dated as of July 14, 2026, issued by Glucotrack, Inc., a Delaware corporation (the “ Company ”), for the benefit of [__], the registered holder thereof or its permitted assigns (“ Holder ”). The Company and Holder are referred to collectively herein as the “ Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Warrant. WITNESSETH: WHEREAS, pursuant to and in accordance with Section 5(m) of the Warrant, the Warrant may be modified or amended with the written consent of the Company and the Holder; and WHEREAS, in order to comply with Nasdaq listing requirements, the Company and the Holder desire to amend the Warrant as set forth herein. NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties agree as follows: Section 1. Amendment to the Warrant. A. Section 2(g…
Open exhibit ↗E xhibit 4.2 AMENDMENT NO. 2 TO WARRANT TO PURCHASE COMMON STOCK This AMENDMENT NO. 2 TO WARRANT TO PURCHASE COMMON STOCK, dated as of September [__], 2026 (this “ Amendment ”), amends that certain WARRANT TO PURCHASE COMMON STOCK (the “ Warrant ”), dated as of August 4, 2026, as amended by Amendment No. 1 to Warrant to Purchase Common Stock, dated September 14, 2026, issued by Glucotrack, Inc., a Delaware corporation (the “ Company ”), for the benefit of [__], the registered holder thereof or its permitted assigns (“ Holder ”). The Company and Holder are referred to collectively herein as the “ Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Warrant. WITNESSETH: WHEREAS, pursuant to and in accordance with Section 9 of the Warrant, the Warrant may be amended with the written consent of the Company and the Holder; and WHEREAS, in order to comply with Nasdaq listing requirements, the Company and the Holder desire to amend the Warrant as set forth herein. NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowle…
Open exhibit ↗Exhibit 4.3 AMENDMENT NO. 1 TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This AMENDMENT NO. 1 TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE, dated as of September [__], 2026 (this “ Amendment ”), amends that certain SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (the “ Note ”), dated as of September 10, 2026, issued by Glucotrack, Inc., a Delaware corporation (the “ Company ” or “ Maker ”), for the benefit of [__], the registered holder thereof or its permitted assigns (“ Holder ”). The Company and Holder are referred to collectively herein as the “ Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Note. WITNESSETH: WHEREAS, pursuant to and in accordance with Section 5.8 of the Note, the Note may be amended in a written instrument signed by the Company and the Holder and approved by the Requisite Holders (as defined in the Purchase Agreement); and WHEREAS, in order to comply with Nasdaq listing requirements, the Company and the Holder desire to amend the Note as set forth herein. NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of w…
Open exhibit ↗Exhibit 4.4 AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK This AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK, dated as of September [__], 2026 (this “ Amendment ”), amends that certain WARRANT TO PURCHASE COMMON STOCK (the “ Warrant ”), dated as of September 10, 2026, issued by Glucotrack, Inc., a Delaware corporation (the “ Company ”), for the benefit of [__], the registered holder thereof or its permitted assigns (“ Holder ”). The Company and Holder are referred to collectively herein as the “ Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Warrant. WITNESSETH: WHEREAS, pursuant to and in accordance with Section 9 of the Warrant, the Warrant may be amended with the written consent of the Company and the Holder; and WHEREAS, in order to comply with Nasdaq listing requirements, the Company and the Holder desire to amend the Warrant as set forth herein. NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties agree as follows: Section 1. Amendment to the Warrant. A. Section 2(a)…
Open exhibit ↗