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BCS

Current Report · Items 5.03, 8.01, 9.01 · 8-K

GlucoTrack, Inc.

GCTKOTCEQUITYCurrent

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Glucotrack, Inc., a Delaware corporation (the “Company”), filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”), which became effective at 4:30 p.m., Eastern Time, on October 23, 2026 (the “Effective Time”), to effect…

Filed Oct 28, 2026Accepted Oct 28, 2026, 4:05 PM EDTCIK 1506983Accession 0001493152-26-048981
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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

Historical securities (2)

Recent company filings

  1. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingOct 29, 2026
  2. 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
  3. Entry into a Material Definitive Agreement · Unregistered Sales of Equity SecuritiesOct 19, 2026
  4. S-1/A filingOct 14, 2026
  5. PRE 14A filingOct 13, 2026

Registered securities in this filing

GLUCOTRACK, INC. · 8-K · Filed 2026-10-28

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.001 per share

Symbol
GCTK
Exchange
NASDAQ
Classification
COMMON
Filing context

Context: AsOf2026-10-23

Dimensions: Not supplied

Accession 000149315226048981 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Glucotrack, Inc., a Delaware corporation (the “Company”), filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”), which became effective at 4:30 p.m., Eastern Time, on October 23, 2026 (the “Effective Time”), to effect a one-for-two (1-for-2) reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Reverse Stock Split was approved by the Company’s stockholders at the 2026 annual meeting of stockholders on August 18, 2026. As a result of the Reverse Stock Split, every two (2) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the Reverse Stock Split ratio were entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share. The Reverse Stock Split did not change the total number of authorized shares of Common Stock, which remains 250,000,000 shares. As a result of the Reverse Stock Split, the number of shares of Common Stock outstanding was proportionally reduced from 2,368,237 shares outstanding immediately prior to the Effective Time to approximately 1,184,119 shares. The shares of Common Stock underlying the Company’s outstanding stock options and warrants were proportionally adjusted, along with corresponding adjustments to their exercise prices. The Company’s transfer agent, VStock Transfer, LLC, is acting as the exchange agent for the Reverse Stock Split and will send each stockholder of record a transaction statement indicating the number of shares of Common Stock the stockholder holds after the Reverse Stock Split. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split. The Common Stock began trading on a reverse stock split-adjusted basis upon market open on October 26, 2026. The ticker symbol for the Common Stock remains “GCTK.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 45824Q879. The foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events Pro Forma Financial Information The unaudited pro forma combined balance sheet of the Company and Lokahi Therapeutics Inc. (“Lokahi”) as of June 30, 2026, has been prepared to reflect the effects of the merger between the Company and Lokahi (the “merger”) as if it occurred on June 30, 2026 and give effect to both the one-for-fifteen (1-for-15) reverse stock split that became effective on August 28, 2026 (the “August Reverse Stock Split”) and the Reverse Stock Split that became effective on October 26, 2026. The unaudited pro forma combined statements of operations for the Company and Lokahi for the year ended December 31, 2025, and the six months ended June 30, 2026, assume the merger closed on January 1 of the respective year and also reflects both reverse stock splits. These financial statements are included as Exhibit 99.1 hereto and incorporated herein by reference. Reverse Stock Split The table below sets forth the impact of the Reverse Stock Split, together with the August Reverse Stock Split, on the Company’s net loss per common share - basic and diluted; weighted average common shares outstanding - basic and diluted; and shares issued and outstanding, for the years ended December 31, 2025 and 2024, the three months ended March 31, 2026 and 2025, the three months ended June 30, 2026 and 2025, and the six months ended June 30, 2026 and 2025. In thousands of US Dollars (except share and per share amounts) PRE SPLIT (1) POST SPLIT (1) YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, 2025 2024 2025 2024 Comprehensive net loss $ 19,339 $ 22,573 $ 19,339 $ 22,573 Net loss per common share - basic $ 31.22 $ 4,106 $ 936.60 $ 123,180 Net loss per common share - diluted $ 31.22 $ 4,106 $ 936.60 $ 123,180 Weighted average common shares outstanding - basic 621,094 5,503 20,703 184 Weighted average common shares outstanding - diluted 621,094 5,503 20,703 184 Common stock outstanding at year end 910,688 13,409 30,356 894 In thousands of US Dollars (except share and per share amounts) PRE SPLIT (2) POST SPLIT (2) 3 MONTHS ENDED MARCH 31, 3 MONTHS ENDED MARCH 31, 2026 2025 2026 2025 Comprehensive net loss $ 4,331 $ 6,797 $ 4,331 $ 6,797 Net loss per common share - basic $ 2.65 $ 40.14 $ 79.50 $ 1204.20 Net loss per common share - diluted $ 2.65 $ 40.14 $ 79.50 $ 1204.20 Weighted average common shares outstanding - basic 1,638,128 169,345 54,604 5,645 Weighted average common shares outstanding - diluted 1,638,128 169,345 54,604 5,645 Common stock outstanding at period end 2,524,279 426,431 84,142 14,214 In thousands of US Dollars (except share and per share amounts) PRE SPLIT (3) POST SPLIT (3) 3 MONTHS ENDED JUNE 30, 3 MONTHS ENDED JUNE 30, 2026 2025 2026 2025 Comprehensive net loss $ 3,806 $ 4,727 $ 3,806 $ 4,727 Net loss per common share - basic $ 0.76 $ 9.62 $ 22.80 $ 288.60 Net loss per common share - diluted $ 0.76 $ 9.62 $ 22.80 $ 288.60 Weighted average common shares outstanding - basic 5,009,085 494,504 166,970 16,483 Weighted average common shares outstanding - diluted 5,009,085 494,504 166,970 16,483 Common stock outstanding at period end 6,259,279 899,410 208,642 29,980 In thousands of US Dollars (except share and per share amounts) PRE SPLIT (3) POST SPLIT (3) 6 MONTHS ENDED JUNE 30, 6 MONTHS ENDED JUNE 30, 2026 2025 2026 2025 Comprehensive net loss $ 8,137 $ 11,524 $ 8,137 $ 11,524 Net loss per common share - basic $ 2.44 $ 34.81 $ 73.20 $ 1044.30 Net loss per common share - diluted $ 2.44 $ 34.81 $ 73.20 $ 1044.30 Weighted average common shares outstanding - basic 3,332,919 332,931 111,098 11,098 Weighted average common shares outstanding - diluted 3,332,919 332,931 111,098 11,098 Common stock outstanding at period end 6,259,279 899,410 208,642 29,980 (1) The pre-split amounts represent the amounts reported in the Company’s Annual Report on Form 10-K filed on March 30, 2026. The post-split amounts give effect to both the August Reverse Stock Split and the Reverse Stock Split. (2) The pre-split amounts represent the amounts reported in the Company’s Quarterly Report on Form 10-Q filed on May 14, 2026. The post-split amounts give effect to both the August Reverse Stock Split and the Reverse Stock Split. (3) The pre-split amounts represent the amounts reported in the Company’s Quarterly Report on Form 10-Q filed on August 14, 2026. The post-split amounts give effect to both the August Reverse Stock Split and the Reverse Stock Split.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm

Exhibit 99.1 unaudited pro forma financial information On July 14, 2026 (the “Closing Date”), Glucotrack, Inc., a Delaware corporation (“Glucotrack”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Glucotrack Merger Sub, Inc., a Nevada corporation (“Merger Sub”), Lokahi Therapeutics, Inc., a Nevada corporation (“Lokahi”), Glucotrack Technologies Inc. (“Operating Sub”), and Paul V. Goode, solely in his capacity as representative for the Operating Sub (the “Operating Sub Representative”). The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions” and the closing of the Transactions is referred to herein as the “Closing”. Pursuant to the terms and conditions of the Merger Agreement, immediately prior to the Closing, articles of merger (the “Articles of Merger”) were filed with the Secretary of State of the State of Nevada (such time of the filing of the Articles of Merger, the “Effective Time”), in accordance with the Nevada Revised Statutes (the “NRS”). Pursuant to the Articles of Merger, Merger Sub was merged with and into Lokahi (the “Merger”), with Lokahi surviving the Merger. As a result of the Merger, Lokahi …

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