GCTK 8-K
Glucotrack, Inc. (GCTK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry Into a Material Definitive Agreement.
As previously disclosed, on August 4, 2026, Glucotrack, Inc. (the “Company”) entered into a securities purchase agreement with an investor (the “PIPE Purchaser”) for a private placement of securities. At the closing, the Company issued pre-funded warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and common stock purchase warrants (the “Common Warrants”) to purchase shares of Common Stock. On September 14, 2026, the Company and the PIPE Purchaser entered into an amendment to the Common Warrants (the “Amendment”) to provide that the holder shall not be entitled to exercise a Common Warrant, in whole or in part, and the Company shall not effect any exercise of a Common Warrant or issue any shares pursuant thereto, unless and until the Company has obtained the approval of its stockholders for the issuance of all shares issuable pursuant to the Common Warrants in accordance with Nasdaq Listing Rule 5635(d) and any other applicable rules of The Nasdaq Stock Market LLC.
The Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the full text thereof.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Summary of Proposals Submitted to Stockholders
On September 11, 2026, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 10, 2026, as supplemented by the additional definitive proxy materials filed on August 21, 2026:
| Proposal 1: | The approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the full issuance of shares of Common Stock, including the shares issuable under the ELOC Purchase Agreement (as defined below), the commitment shares issuable thereunder, and the shares issuable upon exercise of the commitment warrant issued in connection therewith, to White Lion Capital, LLC (the “Investor”), pursuant to that certain common stock purchase agreement, dated July 14, 2026, by and between the Company and the Investor (the “ELOC Purchase Agreement”), which shares may represent more than 20% of the Company’s issued and outstanding Common Stock as of the date of the ELOC Purchase Agreement. |
| Proposal 2: | The approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the full issuance of shares of Common Stock issuable upon conversion of the senior secured convertible promissory notes (including the follow-on bridge notes issued on August 4, 2026, the “Bridge Notes”) and exercise of the common stock purchase warrants (including the follow-on bridge warrants issued on August 4, 2026, the “Bridge Warrants”) issued to certain investors (the “Bridge Investors”) pursuant to that certain securities purchase agreement, dated July 14, 2026, by and between the Company and the Bridge Investors, as supplemented by a joinder dated August 4, 2026 (the “Purchase Agreement”), which shares may represent more than 20% of the Company’s issued and outstanding Common Stock as of the date of the Purchase Agreement. |
| Proposal 3: | The adoption and approval of a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it was determined by the Company that more time was necessary or appropriate to approve Proposals 1 or 2, or to constitute a quorum at the Special Meeting (the “Adjournment Proposal”). |
Voting Results
On the record date, there were 10,578,822 shares of Common Stock issued and outstanding. Of the 10,578,822 votes that were eligible to be cast by the holders of the Common Stock at the Special Meeting, 3,661,960 votes, or approximately 34.61% of the total, were represented at the Special Meeting in person or by proxy, constituting a quorum. The number of votes cast for and against, as well as the number of abstentions, with respect of each proposal presented at the Special Meeting is set forth below:
Proposal 1: Nasdaq Stock Issuance (ELOC) Proposal.
The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common Stock, including the shares issuable under the ELOC Purchase Agreement, the commitment shares issuable thereunder, and the shares issuable upon exercise of the commitment warrant issued in connection therewith, to White Lion Capital, LLC. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | ||
| 3,101,374 | 228,374 | 332,212 |
Proposal 2: Nasdaq Stock Issuance (Bridge Financing) Proposal.
The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common Stock issuable upon conversion of the Bridge Notes and exercise of the Bridge Warrants issued to the Bridge Investors pursuant to the Purchase Agreement. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | ||
| 3,106,894 | 226,850 | 328,216 |
Proposal 3: Adjournment Proposal.
As there were sufficient votes to approve Proposals 1 and 2, the Adjournment Proposal was not presented to the Company stockholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Amendment No. 1 to Common Warrant, dated September 14, 2026 | |
| 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: September 14, 2026 | ||
| GLUCOTRACK, INC. | ||
| By: | /s/ Erik Emerson | |
| Name: | Erik Emerson | |
| Title: | Chief Executive Officer | |
Exhibit 4.1
AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK
This AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK, dated as of September 14, 2026 (this “Amendment”), amends that certain WARRANT TO PURCHASE COMMON STOCK (the “Warrant”), dated as of August 4, 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.
Section 1 of the Warrant is hereby amended by adding a new Section 1(i) immediately following Section 1(h) thereof as follows:
“(i) Stockholder Approval. Notwithstanding anything to the contrary contained in this Warrant, the Holder shall not be entitled to exercise this Warrant, in whole or in part, and the Company shall not effect any exercise of this Warrant or issue any Warrant Shares pursuant thereto, unless and until the Company has obtained the approval of its stockholders for the issuance of all Warrant Shares issuable pursuant to this Warrant in accordance with Nasdaq Listing Rule 5635(d) and any other applicable rules of The Nasdaq Stock Market LLC (“Stockholder Approval”).”
Section 2. No Other Amendments. Each reference to “this Warrant,” “hereunder,” “hereof” and other similar references set forth in the Warrant and each reference to the Warrant in any other agreement, document or other instrument shall, in each case, refer to the Warrant as modified by this Amendment. Except as and to the extent expressly modified by this Amendment, the Warrant is not otherwise being amended, modified or supplemented and shall remain in full force and effect and is hereby in all respects ratified and confirmed, and the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party under the Warrant.
Section 3. Miscellaneous Provisions. Sections 8 through 16 of the Warrant shall apply to this Amendment mutatis mutandis.
[Signature Page Follows]
IN WITNESS WHEREOF each Party has hereunto caused this Amendment to be duly executed on its behalf as of the day and year first above written.
| COMPANY: | ||
| GLUCOTRACK, INC. | ||
| By: | ||
| Name: | Erik Emerson | |
| Title: | Chief Executive Officer | |
| HOLDER: | ||
| Name: | ||
[Signature page to Amendment to Warrant]