Form 8-K
8-K — Glucotrack, Inc.
Accession: 0001493152-26-040653
Filed: 2026-08-28
Period: 2026-08-28
CIK: 0001506983
SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Other Events
Item: Financial Statements and Exhibits
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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): August 28, 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, par value $0.001 per share
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
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 August 28, 2026 (the “Effective Time”), to effect a one-for-fifteen (1-for-15) 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 the stockholders on August 18, 2026.
As
a result of the Reverse Stock Split, every 15 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.
Following
the Reverse Stock Split, the number of shares of Common Stock outstanding was proportionally reduced from 11,972,157 shares to approximately
798,144 shares as of immediately prior to the Effective Time. The shares of Common Stock underlying the Company’s outstanding stock
options and warrants were similarly 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 will begin trading on a reverse stock split-adjusted basis upon market open on August 31, 2026. 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 45824Q887.
The
foregoing 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
8.01 Other Events
The
tables below set 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, 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
$ 468.30
$ 61,590
Net loss per common share - diluted
$ 31.22
$ 4,106
$ 468.30
$ 61,590
Weighted average common shares outstanding - basic
621,094
5,503
41,406
367
Weighted average common shares outstanding - diluted
621,094
5,503
41,406
367
Common stock outstanding at year end
910,688
13,409
60,713
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
$ 39.75
$ 602.10
Net loss per common share - diluted
$ 2.65
$ 40.14
$ 39.75
$ 602.10
Weighted average common shares outstanding - basic
1,638,128
169,345
109,209
11,290
Weighted average common shares outstanding - diluted
1,638,128
169,345
109,209
11,290
Common stock outstanding at period end
2,524,279
426,431
168,285
28,429
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
$ 11.40
$ 144.30
Net loss per common share - diluted
$ 0.76
$ 9.62
$ 11.40
$ 144.30
Weighted average common shares outstanding - basic
5,009,085
494,504
333,939
32,967
Weighted average common shares outstanding - diluted
5,009,085
494,504
333,939
32,967
Common stock outstanding at period end
6,259,279
899,410
417,285
59,961
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
$ 36.60
$ 522.15
Net loss per common share - diluted
$ 2.44
$ 34.81
$ 36.60
$ 522.15
Weighted average common shares outstanding - basic
3,332,919
332,931
222,195
22,195
Weighted average common shares outstanding - diluted
3,332,919
332,931
222,195
22,195
Common stock outstanding at period end
6,259,279
899,410
417,285
59,961
(1)
The
pre-split amounts represent the amounts reported in the Company’s Form 10-K filed on March 30, 2026. The post-split amounts
include the effects of the 1 for 15 reverse stock split completed in August 2026.
(2)
The
pre-split amounts represent the amounts reported in the Company’s Form 10-Q filed on May 14, 2026. The post-split amounts include
the effects of the 1 for 15 reverse stock split completed in August 2026.
(3)
The
pre-split amounts represent the amounts reported in the Company’s Form 10-Q filed on August 14, 2026. The post-split amounts
include the effects of the 1 for 15 reverse stock split completed in August 2026.
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 August 28, 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:
August 28, 2026
GLUCOTRACK,
INC.
By:
/s/
Erik Emerson
Name:
Erik
Emerson
Title:
Chief
Executive Officer
EX-3.1
EX-3.1
Filename: ex3-1.htm · Sequence: 2
Exhibit
3.1
CERTIFICATE
OF AMENDMENT TO
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 fifteen (15) 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 August 28, 2026.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the 28th
day of August, 2026.
GLUCOTRACK,
INC.
By:
/s/
Erik Emerson
Name:
Erik
Emerson
Title:
Chief
Executive Officer
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Entity File Number
001-41141
Entity Registrant Name
GLUCOTRACK,
INC.
Entity Central Index Key
0001506983
Entity Tax Identification Number
98-0668934
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
301
Rte. 17 North
Entity Address, Address Line Two
Ste. 800
Entity Address, City or Town
Rutherford
Entity Address, State or Province
NJ
Entity Address, Postal Zip Code
07070
City Area Code
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Local Phone Number
842-7715
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