Glucotrack, Inc.

false 0001506983 0001506983 2026-09-24 2026-09-24 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): September 24, 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 1.01 Entry into a Material Definitive Agreement. On September 24, 2026, Glucotrack, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), relating to the registered direct offering and sale of an aggregate of (i) 169,388 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants” and, together with the Shares, the “Securities”) to purchase up to an aggregate of 1,350,220 shares of Common Stock (the “Offering”). The offering price per Share is $2.04, and the offering price per Pre-Funded Warrant is $2.039, which is equal to the offering price per Share, less the $0.001 exercise price per Pre-Funded Warrant. The Pre-Funded Warrants will be immediately exercisable and will expire when exercised in full. The Securities were offered by the Company pursuant to a prospectus supplement dated September 24, 2026, and accompanying prospectus dated October 3, 2024, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (Registration No. 333-282297), which was declared effective by the Securities and Exchange Commission (“SEC”), on October 3, 2024. A copy of the legal opinion of Nelson Mullins Riley & Scarborough LLP relating to the validity of the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants is filed herewith as Exhibit 5.1. Dawson James Securities, Inc. (the “Placement Agent”), acted as the placement agent for the Offering pursuant to a placement agency agreement (the “Placement Agency Agreement”), dated September 24, 2026, by and between the Company and the Placement Agent. The gross proceeds to the Company from the Offering will be approximately $3.1 million, before deducting Placement Agent fees and other offering expenses payable by the Company. The Company expects to use the net proceeds from the Offering to pay off existing debt, with the remainder to be used for working capital and general corporate purposes. The closing of the Offering is expected to occur on September 25, 2026. The Purchase Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this type. Under the terms of the Purchase Agreement, and subject to certain exceptions, the Company has agreed not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii) file any registration statement or amendment or supplement thereto, other than with respect to the Registration Statement or a registration statement on Form S-8, for a period of six (6) months following the closing of the Offering. The Company has also agreed not to effect or enter into an agreement to effect any issuance of Common Stock or Common Stock equivalents involving a Variable Rate Transaction, as defined in the Purchase Agreement, for a period of six (6) months following the closing of the Offering, subject to certain exceptions. In connection with the Offering, the Company’s directors and executive officers entered into lock-up agreements (the “Lock-Up Agreements”) that provide that, for a period of 90 days after the filing of the final prospectus relating to the Offering, subject to certain limited exceptions, the directors and executive officers will not, directly or indirectly, without the prior written consent of the Placement Agent, (i) offer to sell, sell, contract to sell, pledge, grant, lend or otherwise transfer or dispose of any shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock (the “Lock-Up Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, (iii) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to any Common Stock owned directly by the director or executive officer (including holding as a custodian) or with respect to which the director or executive officer has beneficial ownership within the rules and regulations of the SEC, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (iv) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (v) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Pursuant to the Placement Agency Agreement, the Company has agreed to pay the Placement Agent a cash fee equal to 8.0% of the gross proceeds received by the Company in the Offering from sales arranged for by the Placement Agent. The foregoing is only a summary of the material terms of the form of Securities Purchase Agreement, Placement Agency Agreement, form of Lock-Up Agreement, and form of Pre-Funded Warrant and does not purport to be complete. It is qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement, the Placement Agency Agreement, the form of Lock-Up Agreement, and the form of Pre-Funded Warrant, which are attached hereto as Exhibits 10.1, 10.2, 10.3, and 4.1, respectively, and incorporated by reference herein. The foregoing summary and the exhibits hereto also are not intended to modify or supplement any disclosures about the Company in its reports filed with the SEC. In particular, the agreement