Form 8-K

8-K — Glucotrack, Inc.

Accession: 0001493152-26-042582

Filed: 2026-09-14

Period: 2026-09-11

CIK: 0001506983

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Submission of Matters to a Vote of Security Holders

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): September 11, 2026

GLUCOTRACK,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41141

98-0668934

(State

or Other Jurisdiction

(Commission

(IRS

Employer

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 ☐

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.

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

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

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

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

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

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.

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

EX-4.1

Filename: ex4-1.htm · Sequence: 2

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]

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]

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