GCTK 8-K
Glucotrack, Inc. (GCTK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. on February 3, 2025 (the “Effective Time”), to effect a one-for-twenty (1:20) 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 special meeting of the stockholders on January 3, 2025.
As a result of the Reverse Stock Split, every 20 shares of issued and outstanding Common Stock will be 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.
Following the Reverse Stock Split, the number of shares of Common Stock outstanding was proportionally reduced from 155,491,473 shares to approximately 7,774,574 shares. The shares of Common Stock underlying the Company’s outstanding stock options and warrants will be similarly adjusted along with corresponding adjustments to their exercise prices.
The Company’s transfer agent, VStock Transfer, LLC, is the exchange agent for the Reverse Stock Split and will correspond with stockholders of record regarding 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 will begin trading on a reverse stock split-adjusted basis upon market open on February 4, 2025. The ticker symbol for the Common Stock will remain “GCTK.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 45824Q705.
The forgoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On February 4, 2025, the Company issued a press release (the “Press Release”) announcing the completion of the Company’s first in-human clinical study of its continuous blood glucose monitor. The Press Release is furnished as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
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, and shall not be deemed incorporated by reference into any filing with the Securities and Exchange Commission, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events
The table below sets forth the impact of the 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, 2023 and 2022; the three months ended March 31, 2024 and 2023, the three and six months ended June 30, 2024 and 2023, and the three and nine months ended September 30, 2024 and 2023.
| In thousands of US Dollars | ||||||||||||||||
| (except stock and per stock amounts) | ||||||||||||||||
| PRE SPLIT (1) | POST SPLIT (1) | |||||||||||||||
| YEAR ENDED DECEMBER 31, | YEAR ENDED DECEMBER 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Comprehensive net loss | $ | (7,098 | ) | $ | (4,412 | ) | $ | (7,098 | ) | $ | (4,412 | ) | ||||
| Net loss per common share - basic | $ | (0.38 | ) | $ | (0.29 | ) | $ | (34.19 | ) | $ | (28.51 | ) | ||||
| Net loss per common share - diluted | $ | (0.38 | ) | $ | (0.29 | ) | $ | (34.19 | ) | $ | (28.51 | ) | ||||
| Weighted average common shares outstanding - basic | 20,760,266 | 15,474,600 | 207,603 | 154,746 | ||||||||||||
| Weighted average common shares outstanding - diluted | 20,760,266 | 15,474,600 | 207,603 | 154,746 | ||||||||||||
| Common stock outstanding at year end | 20,892,193 | 15,550,730 | 208,922 | 155,008 | ||||||||||||
| In thousands of US Dollars | ||||||||||||||||
| (except stock and per stock amounts) | ||||||||||||||||
| PRE SPLIT (2) | POST SPLIT (2) | |||||||||||||||
| 3 MONTHS ENDED MARCH 31, | 3 MONTHS ENDED MARCH 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Comprehensive net loss | $ | (2,921 | ) | $ | (1,281 | ) | $ | (2,921 | ) | $ | (1,281 | ) | ||||
| Net loss per common share - basic | $ | (0.12 | ) | $ | (0.08 | ) | $ | (11.70 | ) | $ | (8.26 | ) | ||||
| Net loss per common share - diluted | $ | (0.12 | ) | $ | (0.08 | ) | $ | (11.70 | ) | $ | (8.26 | ) | ||||
| Weighted average common shares outstanding - basic | 24,959,768 | 15,503,632 | 249,598 | 155,036 | ||||||||||||
| Weighted average common shares outstanding - diluted | 24,959,768 | 15,503,632 | 249,598 | 155,037 | ||||||||||||
| Common stock outstanding at period end | 26,756,369 | 15,503,632 | 267,564 | 155,037 | ||||||||||||
| In thousands of US Dollars | ||||||||||||||||
| (except stock and per stock amounts) | ||||||||||||||||
| PRE SPLIT (3) | POST SPLIT (3) | |||||||||||||||
| 3 MONTHS ENDED JUNE 30, | 3 MONTHS ENDED JUNE 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Comprehensive net loss | $ | (4,489 | ) | $ | (1,170 | ) | $ | (4,489 | ) | $ | (1,170 | ) | ||||
| Net Loss per common share - basic | $ | (0.82 | ) | $ | (0.27 | ) | $ | (16.40 | ) | $ | (5.43 | ) | ||||
| Net Loss per common share - diluted | $ | (0.82 | ) | $ | (0.27 | ) | $ | (16.40 | ) | $ | (5.43 | ) | ||||
| Weighted average common shares outstanding - basic | 5,475,748 | 4,312,294 | 273,788 | 215,615 | ||||||||||||
| Weighted average common shares outstanding - diluted | 5,475,748 | 4,312,294 | 273,788 | 215,615 | ||||||||||||
| Common stock outstanding at period end | 5,478,436 | 4,178,274 | 273,922 | 208,914 | ||||||||||||
| In thousands of US Dollars | ||||||||||||||||
| (except stock and per stock amounts) | ||||||||||||||||
| PRE SPLIT (3) | POST SPLIT (3) | |||||||||||||||
| 6 MONTHS ENDED JUNE 30, | 6 MONTHS ENDED JUNE 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Comprehensive net loss | $ | (7,410 | ) | $ | (2,451 | ) | $ | (7,410 | ) | $ | (2,451 | ) | ||||
| Net Loss per common share - basic | $ | (1.42 | ) | $ | (0.66 | ) | $ | (28.31 | ) | $ | (13.23 | ) | ||||
| Net Loss per common share - diluted | $ | (1.42 | ) | $ | (0.66 | ) | $ | (28.31 | ) | $ | (13.23 | ) | ||||
| Weighted average common shares outstanding - basic | 5,234,765 | 3,706,510 | 261,739 | 185,326 | ||||||||||||
| Weighted average common shares outstanding - diluted | 5,234,765 | 3,706,510 | 261,739 | 185,326 | ||||||||||||
| Common stock outstanding at period end | 5,478,436 | 4,178,274 | 273,922 | 208,914 | ||||||||||||
| In thousands of US Dollars | ||||||||||||||||
| (except stock and per stock amounts) | ||||||||||||||||
| PRE SPLIT (4) | POST SPLIT (4) | |||||||||||||||
| 3 MONTHS ENDED SEPTEMBER 30, | 3 MONTHS ENDED SEPTEMBER 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Comprehensive net loss | $ | (5,104 | ) | $ | (2,217 | ) | $ | (5,104 | ) | $ | (2,217 | ) | ||||
| Net Loss per common share - basic | $ | (0.91 | ) | $ | (0.49 | ) | $ | (18.25 | ) | $ | (9.65 | ) | ||||
| Net Loss per common share - diluted | $ | (0.91 | ) | $ | (0.49 | ) | $ | (18.25 | ) | $ | (9.65 | ) | ||||
| Weighted average common shares outstanding - basic | 5,594,880 | 4,593,733 | 279,744 | 229,687 | ||||||||||||
| Weighted average common shares outstanding - diluted | 5,594,880 | 4,593,733 | 279,744 | 229,687 | ||||||||||||
| Common stock outstanding at period end | 5,772,026 | 4,178,274 | 288,602 | 208,914 | ||||||||||||
| In thousands of US Dollars | ||||||||||||||||
| (except stock and per stock amounts) | ||||||||||||||||
| PRE SPLIT (4) | POST SPLIT (4) | |||||||||||||||
| 9 MONTHS ENDED SEPTEMBER 30, | 9 MONTHS ENDED SEPTEMBER 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Comprehensive net loss | $ | (12,514 | ) | $ | (4,668 | ) | $ | (12,514 | ) | $ | (4,668 | ) | ||||
| Net Loss per common share - basic | $ | (2.39 | ) | $ | (1.38 | ) | $ | (46.73 | ) | $ | (23.30 | ) | ||||
| Net Loss per common share - diluted | $ | (2.39 | ) | $ | (1.38 | ) | $ | (46.73 | ) | $ | (23.30 | ) | ||||
| Weighted average common shares outstanding - basic | 5,355,806 | 4,006,527 | 267,791 | 200,327 | ||||||||||||
| Weighted average common shares outstanding - diluted | 5,355,806 | 4,006,527 | 267,791 | 200,327 | ||||||||||||
| Common stock outstanding at period end | 5,772,026 | 4,178,274 | 288,602 | 208,914 | ||||||||||||
| (1) | The pre-split amounts represent the amounts reported in the Company’s Form 10-K filed on March 28, 2024. The post-split amounts include the effects of the 1 for 5 reverse stock split completed in May 2024 and the effects of the 1 for 20 reverse stock split completed in 2025. |
| (2) | The pre-split amounts represent the amounts reported in the Company’s Form 10-Q filed on May 15, 2024. The post-split amounts include the effects of the 1 for 5 reverse stock split completed in May 2024 and the effects of the 1 for 20 reverse stock split completed in February 2025. |
| (3) | The pre-split amounts represent the amounts reported in the Company’s Form 10-Q filed on August 13, 2024. The post-split amounts include the effects of the 1 for 20 reverse stock split completed in February 2025. |
| (4) | The pre-split amounts represent the amounts reported in the Company’s Form 10-Q filed on November 14, 2024. The post-split amounts include the effects of the 1 for 20 reverse stock split completed in February 2025. |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit
No. |
Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on February 3, 2025. | |
| 99.1 | Press Release, dated February 4, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 4, 2025 | ||
| GLUCOTRACK, INC. | ||
| By: | /s/ Paul Goode | |
| Name: | Paul Goode | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF GLUCOTRACK, INC.
Glucotrack, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
1. The name of the Corporation is Glucotrack, Inc.
2. The Certificate of Incorporation of the Corporation is amended by replacing Article IV with the following:
“The total number of shares of common stock which the Corporation is authorized to issue is 250,000,000 shares, par value $0.001 per share (“Common Stock”), and the total number of shares of preferred stock which the Corporation is authorized to issue is 10,000,000 shares, par value $0.001 per share.
The Board of Directors of the Corporation is hereby expressly authorized to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.
Upon the filing and effectiveness (the “Effective Time”) of this amendment to the Corporation’s Certificate of Incorporation, as amended, pursuant to the Delaware General Corporation Law, each 20 shares of the Common Stock issued immediately prior to the Effective Time (the “Old Common Stock”) shall be reclassified and combined into one validly issued, fully paid and non-assessable share of the Corporation’s Common Stock, $0.001 par value per share (the “New Common Stock”), without any action by the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of New Common Stock shall be issued as a result of the Reverse Stock Split and, any person who would otherwise be entitled to a fractional share of New Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split. Each book entry position that theretofore represented shares of Old Common Stock shall thereafter represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by such book entry position shall have been reclassified and combined; provided, that each person holding of record a book entry position that represented shares of Old Common Stock shall receive, a new book entry position evidencing and representing the number of shares of New Common Stock to which such person is entitled under the foregoing reclassification and combination.
The Reverse Stock Split shall not affect the total number of shares of capital stock, including the Common Stock, that the Corporation is authorized to issue, which shall remain as set forth under this Article IV.”
3. This Certificate of Amendment has been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. This Certificate of Amendment shall become effective as of 4:30 P.M., Eastern Time on February 3, 2025.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the 3rd day of February, 2025.
| GLUCOTRACK, INC. | ||
| By: | /s/ Paul V. Goode | |
| Name: | Paul V. Goode | |
| Name: | Chief Executive Officer | |
Exhibit 99.1
GLUCOTRACK ANNOUNCES SUCCESSFUL COMPLETION OF ITS FIRST HUMAN CLINICAL STUDY OF CONTINUOUS BLOOD GLUCOSE MONITOR
The study met its primary endpoint with no procedure or device
related serious adverse events reported
Rutherford, NJ, February 4, 2025 (GLOBE NEWSWIRE) — Glucotrack, Inc. (Nasdaq: GCTK) (“Glucotrack” or the “Company”), a medical technology company focused on the design, development, and commercialization of novel technologies for people with diabetes, announced the successful completion of its first in human clinical study, marking a significant milestone in continuous glucose monitoring.
This study represents the first real-time, continuous blood glucose monitor (CBGM) placed in the subclavian vein, offering the potential for direct blood glucose measurement without the limitations often seen with traditional continuous glucose monitors that measure glucose levels in interstitial fluid.
“We are thrilled with the results of this first in human clinical study, which establishes safety of the placement, usage and removal of the CBGM sensor lead. While neither the study nor prototype system was designed to evaluate sensor accuracy, the system performed as expected with similar accuracy results as previously seen in our animal studies,” said Paul V. Goode, PhD, President & Chief Executive Officer of Glucotrack. “With these positive results, the promise of continuous blood glucose monitoring is one step closer to reality.”
The prospective single arm study was a short-term in-hospital study over a period of four days, focusing on the safety and procedural aspects of the CBGM sensor lead placement, use, and removal. The CBGM sensor lead was placed intravascularly via a percutaneous procedure and connected to a prototype sensor electronics component that was placed on the skin. The six study participants had been previously diagnosed with diabetes mellitus requiring glucose monitoring and intensive insulin therapy.
The study met its primary endpoint with no procedure or device related serious adverse events reported from implant through seven days post-removal of the CBGM sensor lead. The study also confirmed the function of the CBGM sensor lead in the subclavian vein. Placement and removal procedures were successfully performed by interventional cardiologists.
David Klonoff, MD, Clinical Professor of Medicine at University of California, San Francisco and Editor-in-Chief of the Journal of Diabetes Science and Technology, said “The successful completion of this first in human study with no serious adverse events is encouraging. The study suggests that this approach could offer another alternative for continuously monitoring glucose levels in diabetes, and I look forward to seeing this technology advance into long-term clinical trials.”
The CBGM is a long-term implantable device with no on-body external component, designed for three years of continuous, accurate blood glucose monitoring, offering a more convenient and less intrusive glucose monitoring solution.
For more information about Glucotrack’s CBGM, visit glucotrack.com. Information on the Company’s website does not constitute a part of and is not incorporated by reference into this press release.
# # #
About Glucotrack, 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.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “believe”, “expect”, “plan” and “will” are intended to identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. These statements relate only to events as of the date on which the statements are made, and Glucotrack undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. All of the forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated by Glucotrack will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Readers are cautioned that certain important factors may affect Glucotrack’s actual results and could cause such results to differ materially from any forward-looking statements that may be made in this news release. Factors that may affect Glucotrack’s results include, but are not limited to, the ability of Glucotrack to raise additional capital to finance its operations (whether through public or private equity offerings, debt financings, strategic collaborations or otherwise); risks relating to the receipt (and timing) of regulatory approvals (including U.S. Food and Drug Administration approval); risks relating to enrollment of patients in, and the conduct of, clinical trials; risks relating to Glucotrack’s future distribution agreements; risks relating to its ability to hire and retain qualified personnel, including sales and distribution personnel; and the additional risk factors described in Glucotrack’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on March 28, 2024.
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