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Form 8-K

sec.gov

8-K — Glucotrack, Inc.

Accession: 0001493152-26-020747

Filed: 2026-04-30

Period: 2026-04-29

CIK: 0001506983

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

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2026-04-29

2026-04-29

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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): April 29, 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

April 29, 2026, Glucotrack, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”)

with an investor (the “Investor”) relating to an existing promissory note previously issued to the Investor in the principal

amount of $3,600,000, with such principal subsequently reduced by $600,000 pursuant to that certain exchange agreement, dated April 13,

2026, by and between the Company and the Investor (as modified, the “Original Note”).

Pursuant

to the Exchange Agreement, the Company and the Investor partitioned a new promissory note in the original principal amount of $988,000

(the “Partitioned Note”) from the Original Note. Following such partition, the outstanding balance of the Original Note was

reduced by an amount equal to the initial outstanding balance of the Partitioned Note, and the Original Note otherwise remains in full

force and effect in accordance with its terms.

Under

the Exchange Agreement, the Company and the Investor further agreed to exchange the Partitioned Note for an aggregate of 1,300,000 shares

of the Company’s common stock, no par value per share (the “Exchange Shares”). The exchange consisted solely of the

surrender and cancellation of the Partitioned Note in exchange for the issuance of the Exchange Shares, with no cash or other consideration

paid by the Investor.

The

issuance of the Exchange Shares is subject to a beneficial ownership limitation, which generally restricts the Company from issuing shares

to the Investor to the extent that such issuance would cause the Investor and its affiliates to beneficially own more than 19.9% of the

Company’s outstanding common stock, calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended.

To the extent the limitation applies, the Exchange Shares may be issued in one or more tranches, and any portion of the Partitioned Note

not exchanged as a result of the limitation will remain outstanding and exchangeable in accordance with the terms of the Exchange Agreement.

The

Partitioned Note was issued in a private placement to the Investor pursuant to an exemption for transactions by an issuer not involving

a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Exchange Shares

are being issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) of the

Securities Act, on the basis that (a) the Exchange Shares were issued in exchange for other outstanding securities of the Company; (b)

there was no additional consideration delivered by the Investor in connection with the exchange; and (c) there were no commissions or

other remuneration paid by the Company in connection with the exchange.

The

foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the

Exchange Agreement, a form which is filed herewith as Exhibit 10.1, and incorporated herein by reference.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To

the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item

2.03 in its entirety.

Item

3.02. Unregistered Sales of Equity Securities

To

the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item

3.02 in its entirety.

Item

7.01 Regulation FD Disclosure

On

April 30, 2026, the Company released an updated investor presentation (the “Presentation”). The Presentation

is furnished herewith as Exhibit 99.1.

The

information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,

unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically

incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Description

10.1

Form of Exchange Agreement, dated April 29, 2026

99.1

Presentation,

dated April 30, 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:

April 30, 2026

GLUCOTRACK,

INC.

By:

/s/

Paul Goode

Name:

Paul

Goode

Title:

Chief

Executive Officer

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

THE

EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE

AGREEMENT

This

Exchange Agreement (this “Agreement”) is entered into as of April 29th, 2026 by and between the investor named on

the signature page hereto (“Lender”), and Glucotrack, Inc., a Delaware company (“Borrower”) and

supersedes any prior agreement between the parties. Capitalized terms used in this Agreement without definition shall have the meanings

given to them in the Original Note (defined below).

A. Borrower

previously sold and issued to Lender that certain Promissory Note with an original issuance date of September 12, 2025 in the principal

amount of $3,600,000 (the principal amount of which was subsequently reduced by $600,000, pursuant to that certain Exchage Agreement,

dated April 13, 2026, by and between the Lender and the Borrower, the “Original Note” together with all other documents

entered into in conjunction therewith, the “Transaction Documents”).

B. Subject

to the terms of this Agreement, Borrower and Lender desire to partition a new Promissory Note in the original principal amount of $988,000

(the “Partitioned Note”) from the Original Note and then cause the outstanding balance of the Original Note to be

reduced by an amount equal to the initial outstanding balance of the Partitioned Note.

C. Borrower

and Lender further desire to exchange (such exchange is referred to as the “Note Exchange”) the Partitioned Note for

the delivery of 1,300,000 shares of the Borrower’s Common Shares, no par value (the “Common Stock,” and such

1,300,000 shares of Common Stock, the “Exchange Shares”), according to the terms and conditions of this Agreement.

D. The

Note Exchange will consist of Lender surrendering the Partitioned Note in exchange for the Exchange Shares, which will be issued free

of any restrictive securities legend pursuant to Rule 144. Other than the surrender of the Partitioned Note, no consideration of any

kind whatsoever shall be given by Lender to Borrower in connection with this Agreement.

E. Lender

and Borrower now desire to exchange the Partitioned Note for the Exchange Shares on the terms and conditions set forth herein.

NOW,

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Recitals

and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true

and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

2. Partition.

Effective as of the date hereof, Borrower and Lender agree that the Partitioned Note is hereby partitioned from the Original Note. Following

such partition of the Original Note, Borrower and Lender agree that the Original Note shall remain in full force and effect, provided

that the outstanding balance of the Original Note shall be reduced by an amount equal to the initial outstanding balance of the Partitioned

Note.

3. Issuance

of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender on or before

May 11, 2026 and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading Date (as

defined below). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the Partitioned

Note shall be deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s designated brokerage

account. Subject to the securities laws and regulations, Borrower agrees to provide all necessary cooperation or assistance that may

be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, the “Free Trading

Date”). For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been cleared

and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing such brokerage,

and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been deposited into such

clearing firm’s account for the benefit of Lender. The Company shall issue the Exchange Shares in one or more tranches as necessary

to comply with the Beneficial Ownership Limitation (as defined below)a as set forth in Section 4 below. Any portion of the Partitioned

Note not exchanged as a result of the Beneficial Ownership Limitation shall remain outstanding and exchangeable pursuant to the terms

of this Agreement, subject to the Beneficial Ownership Limitation.

4. Beneficial

Ownership Limitation. Notwithstanding anything provided herein to the contrary, the Company shall not issue Exchange Shares to Lender,

and Lender shall not have the right to receive Exchange Shares pursuant to the Note Exchange, to the extent that after giving effect

to such issuance, the Lender (together with Lender’s affiliates, and any other persons or entities acting as a group together with

Lender or any of Lender’s affiliates (such persons or entities, “Attribution Parties”)), would beneficially

own in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially

owned by Lender and its Attribution Parties shall include the number of shares of Common Stock issuable to Lender pursuant to the Note

Exchange with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be

issuable upon (i) the exchange of any remaining portion of the Partitioned Note that has not then been exchanged and (ii) exercise or

conversion of the unexercised or nonconverted portion of any other securities of Company (including for purposes of this paragraph, without

limitation, any convertible notes, convertible stock, warrants, convertible loans or similar instruments) subject to a limitation on

conversion or exercise analogous to the limitation contained herein beneficially owned by Lender or any of its Attribution Parties. Except

as set forth in the preceding sentence, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, it being acknowledged

by Lender that the Company is not representing to Lender that such calculation is in compliance with Section 13(d) of the Exchange Act

and Lender is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained

in this Section 4 applies, the determination of whether, and to what extent, Exchange Shares may be issued to Lender pursuant to the

Note Exchange (in relation to other securities owned by Lender together with any Attribution Parties) shall be made by Lender in its

sole discretion. Any delivery instructions or notice provided by Lender to the Company in connection with the issuance of Exchange Shares

shall be deemed to constitute Lender’s determination that the issuance of such Exchange Shares complies with the Beneficial Ownership

Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination

as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and

regulations promulgated thereunder. For purposes of this Section 4, in determining the number of outstanding shares of Common Stock,

Lender may rely on the number of outstanding shares of Common Stock as reflected in (A) Company’s most recent periodic or annual

report filed with the SEC, as the case may be, (B) a more recent public announcement by Company or (C) a more recent written notice by

Company or Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request

of Lender, Company shall within one trading day confirm orally and in writing to Lender the number of shares of Common Stock then outstanding.

In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of

securities of the Company, including the Exchange Shares issued to Lender or its Attribution Parties since the date as of which such

number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 19.9% of

the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the applicable Exchange Shares

pursuant to this Agreement. The provisions of this Section 4 shall be construed and implemented in a manner consistent with the terms

hereof to give effect to the Beneficial Ownership Limitation and to correct any provision of this Section 4 (or any portion hereof) that

may be defective or inconsistent with the intended Beneficial Ownership Limitation, or to make such changes or supplements as may be

necessary or desirable to properly give effect thereto. Notwithstanding anything herein to the contrary, the Beneficial Ownership Limitation

set forth in this Section 4 may not be amended or waived without the approval of the Company’s stockholders, to the extent required

under applicable law or the rules of any national securities exchange on which the Company’s Common Stock is listed. The limitations

contained in this Section 4 shall apply to any successor or permitted assign of Lender.

5. Closing.

The closing of the transaction contemplated hereby (the “Closing”) along with the delivery of the Exchange Shares

to Lender shall occur on the date that is mutually agreed to by Borrower and Lender by means of the exchange by email of .pdf documents,

but shall be deemed to have occurred at the offices of Grossman & Grossman P.C., 229 Broadway, Suite 1405. New York, NY 10007.

6. Holding

Period, Tacking and Legal Opinion. Lender and Borrower agree that for the purposes of Rule 144 (“Rule 144”) of

the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Partitioned Note and the

Exchange Shares will include Lender’s holding period of the Original Note from September 12th, 2025, which date is the date that

the Original Note was originally issued. Borrower agrees not to take a position contrary to this Section 6 in any document, statement,

setting, or situation. Borrower agrees to take all action necessary to issue the Exchange Shares without restriction, and not containing

any restrictive legend without the need for any action by Lender; provided that the applicable holding period has been met. In furtherance

thereof, prior to the Closing, counsel to Lender may, in its sole discretion, provide an opinion that: (a) the Exchange Shares may be

resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements; and (b) the transactions

contemplated hereby and all other documents associated with this transaction comport with the requirements of Section 3(a)(9) of the

Securities Act. Borrower represents that it is in full compliance with the tests and standards set forth in Rule 144(i)(2) as of the

date of this Agreement. The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Partitioned

Note. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Partitioned Note. Borrower acknowledges and

understands that the representations and agreements of Borrower in this Section 6 are a material inducement to Lender’s decision

to consummate the transactions contemplated herein.

7. Representations,

Warranties and Agreements of Borrower. In order to induce Lender to enter into this Agreement, Borrower, for itself, and for its

affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Borrower has full power and

authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been

duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental

authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Borrower hereunder,

(c) except as specifically set forth herein, nothing herein shall in any manner release, lessen, modify or otherwise affect Borrower’s

obligations under the Original Note, (d) the issuance of the Exchange Shares is duly authorized by all necessary corporate action and

the Exchange Shares are validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages,

restrictions, obligations, security interests and encumbrances of any kind, nature and description, (e) Borrower has not received any

consideration in any form whatsoever for entering into this Agreement, other than the surrender of the Partitioned Note, and (f) Borrower

has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee

or other similar payment by Borrower related to this Agreement.

8. Representations,

Warranties and Agreements of Lender. In order to induce Borrower to enter into this Agreement, Lender, for itself, and for its affiliates,

successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Lender has full power and authority to enter

into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by

all proper and necessary action, and (b) no consent, approval, filing or registration with or notice to any governmental authority is

required as a condition to the validity of this Agreement or the performance of any of the obligations of Lender hereunder.

9. Governing

Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Agreement shall be governed by, the internal laws of the State of New York, without giving effect

to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause

the application of the laws of any jurisdictions other than the State of New York. The provisions set forth in the Purchase Agreement

to determine the proper venue for any disputes are incorporated herein by this reference. BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT

IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING

OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

10. Counterparts.

This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document.

All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement and of signature

pages by facsimile transmission or other electronic transmission (including email) shall constitute effective execution and delivery

of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted

by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original signatures for all

purposes.

11. Attorneys’

Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the prevailing

party shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing

party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims

or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power

to award fees and expenses for frivolous or bad faith pleading.

12. No

Reliance. Each party acknowledges and agrees that neither the other party nor any of such other party’s officers, directors,

members, managers, equity holders, representatives or agents has made any representations or warranties to the party or any of its agents,

representatives, officers, directors, or employees except as expressly set forth in this Agreement and the Transaction Documents and,

in making its decision to enter into the transactions contemplated by this Agreement, the party is not relying on any representation,

warranty, covenant or promise of the other party or such other party’s officers, directors, members, managers, equity holders,

agents or representatives other than as set forth in this Agreement.

13. Severability.

If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the

parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

14. Entire

Agreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes all other

prior oral or written agreements between Borrower, Lender, its affiliates and persons acting on its behalf with respect to the matters

discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect

to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Lender nor Borrower makes

any representation, warranty, covenant or undertaking with respect to such matters.

15. Amendments.

This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may

be waived except in writing signed by the party against whom such waiver is sought to be enforced.

16. Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Lender hereunder may be

assigned by Lender to a third party, including its financing sources, in whole or in part. Neither party shall assign this Agreement

or any of its obligations herein without the prior written consent of the other party.

17. Continuing

Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Original Note and each of the other

Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions.

This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Lender and Borrower. If there

is any conflict between the terms of this Agreement, on the one hand, and the Original Note or any other Transaction Document, on the

other hand, the terms of this Agreement shall prevail.

18. Time

of Essence. Time is of the essence with respect to each and every provision of this Agreement.

19. Notices.

Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be

given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.

20. Further

Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

IN

WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

BORROWER:

Glucotrack, Inc.

By:

Name:

Paul Goode

Title:

CEO

LENDER:

______________________

[__]

[Signature

Page to Exchange Agreement]

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v3.26.1

Cover

Apr. 29, 2026

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Apr. 29, 2026

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

(201)

Local Phone Number

842-7715

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false

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false

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Stock

Trading Symbol

GCTK

Security Exchange Name

NASDAQ

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