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Form 8-K

sec.gov

8-K — Glucotrack, Inc.

Accession: 0001493152-26-044657

Filed: 2026-09-28

Period: 2026-09-22

CIK: 0001506983

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-4.3 (ex4-3.htm)

EX-4.4 (ex4-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001506983

0001506983

2026-09-22

2026-09-22

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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 22, 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.

As

previously disclosed, on July 14, 2026, Glucotrack, Inc. (the “Company”) entered into a securities purchase agreement as

supplemented by a joinder dated August 4, 2026 (the “Purchase Agreement”), with certain investors (the “Bridge Investors”)

pursuant to which the Company issued to the Bridge Investors senior secured convertible promissory notes (the “Bridge Notes”)

and common stock purchase warrants (the “Bridge Warrants”). Beginning on September 22, 2026, the Company commenced the execution

of amendments to the Bridge Warrants (the “Bridge Warrant Amendment”). Execution of such amendments remains ongoing. Pursuant

to their terms, each Bridge Warrant Amendment becomes effective upon execution and delivery by the Company and the applicable holder.

On September 25, 2026, in connection with the closing of the Company’s registered direct offering, the outstanding Bridge Notes

were repaid in full.

As

previously disclosed, on August 4, 2026, the Company entered into a securities purchase agreement (the “Interim PIPE SPA”)

with an investor (the “PIPE Purchaser”) for a private placement of securities pursuant to which the Company issued pre-funded

warrants and common stock purchase warrants (the “Common Warrants”). On September 22, 2026, the Company and the PIPE Purchaser

entered into an amendment to the Common Warrants (the “Amendment No. 2 to Common Warrant”).

As

previously disclosed, on September 10, 2026, the Company entered into a securities purchase agreement (the “September Purchase

Agreement”) with certain investors (the “September Investors”) pursuant to which the Company issued to the September

Investors senior secured convertible promissory notes (the “September Notes”) and common stock purchase warrants (the “September

Warrants”). Beginning on September 22, 2026, the Company executed amendments to the September Notes (the “September

Note Amendment”) and the September Warrants (the “September Warrant Amendment”). Pursuant to their terms, each September

Warrant Amendment became effective upon execution and delivery by the Company and the applicable holder, and the September Note

Amendments became effective upon execution and delivery of amendment counterparts by the Company and all holders of September

Notes, which occurred on September 28, 2026.

The

Bridge Warrant Amendment, Amendment No. 2 to Common Warrant, and September Warrant Amendment each remove provisions permitting downward

adjustment to the Floor Price (as defined in the applicable purchase agreement). The September Note Amendment (i) removes

provisions permitting downward adjustment to the Floor Price,

(ii) revises certain

anti-dilution adjustment provisions so that the Floor Price operates as an absolute floor below which no conversion may occur and no

adjustment to the Conversion Price (as defined in the applicable purchase agreement) may reduce the Conversion Price below the Floor

Price, and (iii) revises the

make-whole payment provision so that any True-Up Amount (as defined in the applicable purchase agreement) may be satisfied only in cash.

The

form of Bridge Warrant Amendment, Amendment No. 2 to Common Warrant, September Note Amendment, and September Warrant Amendment are filed

as Exhibits 4.1, 4.2, 4.3, and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The foregoing descriptions of such amendments are qualified in their entirety by reference to the full text thereof.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

4.1

Form of Bridge Warrant Amendment

4.2

Form of Amendment No. 2 to Common Warrant

4.3

Form of September Note Amendment

4.4

Form of September Warrant Amendment

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 28, 2026

GLUCOTRACK, INC.

By:

/s/ Erik

Emerson

Name:

Erik Emerson

Title:

Chief Executive Officer

EX-4.1

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

AMENDMENT

NO. 1 TO COMMON STOCK PURCHASE WARRANT

This

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT, dated as of September [__], 2026 (this “Amendment”), amends that

certain COMMON STOCK PURCHASE WARRANT (the “Warrant”), dated as of July 14, 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 5(m) of the Warrant, the Warrant may be modified or 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.

A.

Section 2(g) of the Warrant is hereby amended and restated in its entirety by replacing Section 2(g) with the following:

“(g)

Floor Price. Notwithstanding anything in this Warrant to the contrary, in no event shall the Exercise Price be reduced or adjusted

below a floor price (the “Floor Price”) equal to twenty percent (20%) of the Nasdaq Minimum Price (as defined in the Purchase

Agreement) of the Company on the Issue Date.”

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. Section 5 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]

EX-4.2

EX-4.2

Filename: ex4-2.htm · Sequence: 3

Exhibit

4.2

AMENDMENT

NO. 2 TO WARRANT TO PURCHASE COMMON STOCK

This

AMENDMENT NO. 2 TO WARRANT TO PURCHASE COMMON STOCK, dated as of September [__], 2026 (this “Amendment”), amends that

certain WARRANT TO PURCHASE COMMON STOCK (the “Warrant”), dated as of August 4, 2026, as amended by Amendment No.

1 to Warrant to Purchase Common Stock, dated September 14, 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.

A.

Section 2(a) of the Warrant is hereby amended and restated in its entirety by replacing Section 2(a) with the following:

“(a)

Stock Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the date of the

Securities Purchase Agreement, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise

makes a distribution on any class of capital stock that is payable in Common Stock, (ii) subdivides (by any stock split, stock dividend,

recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii)

combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a

smaller number of shares (each of (i), (ii) and (iii), a “Share Combination Event” and the date of such event, the

“Share Combination Event Date”), then in each such case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall

be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this

paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend

or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective

date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise

Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event. Notwithstanding

the foregoing, if at any time and from time to time on or after the Issuance Date there occurs any Share Combination Event and the Event

Market Price is less than the Exercise Price then in effect (after giving effect to the adjustments in clauses (i), (ii) and (iii) above),

then on the sixteenth (16th) Trading Day immediately following such Share Combination Event Date, the Exercise Price then in effect on

such sixteenth (16th) Trading Day (after giving effect to the adjustments in clauses (i), (ii) and (iii) above) shall be reduced (but

in no event increased) to the Event Market Price; provided, however, that in no event shall the Exercise Price be reduced

below the Floor Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in

an increase in the Exercise Price hereunder, no adjustment shall be made.”

B.

Section 16(m) of the Warrant is hereby amended and restated in its entirety by replacing Section 16(m) with the

following:

“(m)

“Floor Price” means 20% of the Closing Sale Price on the date of this Warrant.”

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]

EX-4.3

EX-4.3

Filename: ex4-3.htm · Sequence: 4

Exhibit

4.3

AMENDMENT

NO. 1 TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

This

AMENDMENT NO. 1 TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE, dated as of September [__], 2026 (this “Amendment”),

amends that certain SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (the “Note”), dated as of September 10, 2026, issued

by Glucotrack, Inc., a Delaware corporation (the “Company” or “Maker”), 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 Note.

WITNESSETH:

WHEREAS,

pursuant to and in accordance with Section 5.8 of the Note, the Note may be amended in a written instrument signed by the Company

and the Holder and approved by the Requisite Holders (as defined in the Purchase Agreement); and

WHEREAS,

in order to comply with Nasdaq listing requirements, the Company and the Holder desire to amend the Note 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 Note.

A.

Section 3.4(a)(v) of the Note is hereby amended and restated in its entirety by replacing Section 3.4(a)(v) with the following:

“(v)

Adjustment Due to Dilutive Issuance. If, at any time while this Note is outstanding the Company issues or sells, or in accordance

with this Section 3.4(a)(v) hereof is deemed to have issued or sold, except for Common Stock issued in an issuance of Exempted Securities

(except for issuances under clauses (d), (e), or (f) of the definition of Exempted Securities in the Purchase Agreement), any Common

Stock for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in

connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such Common Stock

(a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the

amount of the consideration per share received by the Company in such Dilutive Issuance, but in no event lower than the Floor Price.

The

Company shall be deemed to have issued or sold Common Stock if the Company in any manner issues or grants any warrants, rights or options

(not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or

other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights

and options to Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for

which such Common Stock are issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion

Price shall be equal to such price per share, but in no event lower than the Floor Price. For purposes of the preceding sentence, the

“price per share for which such Common Stock are issuable upon the exercise of such Options” is determined by dividing (i)

the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Options, plus

the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus,

in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration

payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by

(ii) the maximum total number of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible

Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock

upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Additionally,

the Company shall be deemed to have issued or sold Common Stock if the Company in any manner issues or sells any Convertible Securities,

whether or not immediately convertible (other than in an issuance of Exempted Securities (except for issuances under clause (d) of the

definition of Exempted Securities in the Purchase Agreement)), and the price per share for which such Common Stock issuable upon such

conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share,

but in no event lower than the Floor Price. For the purposes of the preceding sentence, the “price per share for which such Common

Stock issuable upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or receivable

by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional

consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become

convertible or exchangeable, by (ii) the maximum total number of Common Stock issuable upon the conversion or exchange of all such Convertible

Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion

or exchange of such Convertible Securities.”

B.

Section 3.4(a)(vi) of the Note is hereby amended and restated in its entirety by replacing Section 3.4(a)(vi) with the following:

“(vi)

Share Combination Event Adjustment. If at any time and from time to time on or after the Issuance Date there occurs any share

split, share dividend, share combination recapitalization or other similar transaction involving the Common Stock (each, a “Share

Combination Event”, and such date thereof, the “Share Combination Event Date”) and the Event Market Price is less than

the Conversion Price then in effect (after giving effect to the adjustment in clause 3.4(a) above), then on the sixteenth (16th) Trading

Day immediately following such Share Combination Event, the Conversion Price then in effect on such sixteenth (16th) Trading Day (after

giving effect to the adjustment in clause 3.4(a) above) shall be reduced (but in no event increased or reduced below the Floor Price)

to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result

in an increase in the Conversion Price hereunder, no adjustment shall be made.”

C.

Section 3.4(a)(vii) of the Note is hereby amended and restated in its entirety by replacing Section 3.4(a)(vii) with the following:

“(vii)

Other Events. In the event that the Company (or any Subsidiary (as defined in the Purchase Agreement)) shall take any action to

which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or

if any event occurs of the type contemplated by the provisions of this Section 3.4 but not expressly provided for by such provisions

(including, without limitation, the granting of share appreciation rights, phantom share rights or other rights with equity features),

then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Conversion Price

and the number of Conversion Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant

to this Section 3.4 will increase the Conversion Price or decrease the number of Conversion Shares as otherwise determined pursuant to

this Section 3.4, and provided further that if the Holder does not accept such adjustments as appropriately protecting its rights hereunder,

then the Board of Directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing

to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses

shall be borne by the Company.”

D.

Section 3.8 of the Note is hereby amended and restated in its entirety by replacing 3.8 with the following:

“3.8

Make-Whole Payment. If, on any Conversion Date, the Conversion Price applicable to such conversion would, but for the application

of the Floor Price, be less than the Floor Price (such price, the “Unrestricted Conversion Price”), then:

(a)

The Conversion Price for such conversion shall be the Floor Price;

(b)

For purposes of calculating the True-Up Amount only, the Company shall determine the “Share Shortfall” by the following formula:

Share Shortfall = (PC ÷ UCP) – (PC ÷ FP), where: PC = the Conversion Amount being converted on such Conversion Date;

UCP = the Unrestricted Conversion Price; and FP = the Floor Price. For the avoidance of doubt, the Share Shortfall shall not entitle

the Holder to any additional shares of Common Stock.

(c)

On the Conversion Date, the Company shall pay to the Holder an amount in cash (the “True-Up Amount”), which shall be determined

by the following formula: True-Up Amount = Share Shortfall × MP, where “MP” means the lowest VWAP on the Trading Day

immediately preceding the Conversion Date.

(d)

Each conversion shall independently give rise to a separate True-Up Amount obligation pursuant to this Section 3.8. In the event the

Company fails to pay the True-Up Amount when due, such unpaid amount shall bear interest at the Past Due Rate until paid in full, and

the failure to pay the True-Up Amount shall constitute an Event of Default hereunder.”

E.

Section 5.14(c) of the Note is hereby amended and restated in its entirety by replacing 5.14(c) with the following:

“(c)

“Floor Price” means 20% of the Nasdaq Minimum Price of the Company’s common stock on the Issuance Date, as subject

to adjustment as provided herein. For the avoidance of doubt, no conversion may occur at less than the Floor Price and no adjustment

to the Conversion Price shall reduce the Conversion Price below the Floor Price.”

Section

2. No Other Amendments. Each reference to “this Note,” “hereunder,” “hereof” and other similar

references set forth in the Note and each reference to the Note in any other agreement, document or other instrument shall, in each case,

refer to the Note as modified by this Amendment. Except as and to the extent expressly modified by this Amendment, the Note 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 Note.

Section

3. Miscellaneous Provisions. Article 5 of the Note shall apply to this Amendment mutatis mutandis.

Section

4. Effectiveness. This Amendment is one of a series of amendments to the Notes in substantially similar form being executed by

the Company and each holder of outstanding Notes issued under the Securities Purchase Agreement, dated as of September 10, 2026, by and

between the Company and the Holders. This Amendment shall become effective only upon execution and delivery of a counterpart of each

such amendment by the Company and all such holders.

[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:

[__]

Accepted

and Agreed:

REQUISITE

HOLDERS:

[__]

By:

Name:

Title:

[__]

By:

Name:

Title:

[__]

By:

Name:

Title:

[Signature

page to Amendment to Note]

EX-4.4

EX-4.4

Filename: ex4-4.htm · Sequence: 5

Exhibit

4.4

AMENDMENT

NO. 1 TO WARRANT TO PURCHASE COMMON STOCK

This

AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK, dated as of September [__], 2026 (this “Amendment”), amends that

certain WARRANT TO PURCHASE COMMON STOCK (the “Warrant”), dated as of September 10, 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.

A.

Section 2(a) of the Warrant is hereby amended and restated in its entirety by replacing Section 2(a) with the following:

“(a)

Stock Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the date of the

Securities Purchase Agreement, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise

makes a distribution on any class of capital stock that is payable in Common Stock, (ii) subdivides (by any stock split, stock dividend,

recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii)

combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a

smaller number of shares (each of (i), (ii) and (iii), a “Share Combination Event” and the date of such event, the

“Share Combination Event Date”), then in each such case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall

be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this

paragraph shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend

or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective

date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise

Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event. Notwithstanding

the foregoing, if at any time and from time to time on or after the Issuance Date there occurs any Share Combination Event and the Event

Market Price is less than the Exercise Price then in effect (after giving effect to the adjustments in clauses (i), (ii) and (iii) above),

then on the sixteenth (16th) Trading Day immediately following such Share Combination Event Date, the Exercise Price then in effect on

such sixteenth (16th) Trading Day (after giving effect to the adjustments in clauses (i), (ii) and (iii) above) shall be reduced (but

in no event increased) to the Event Market Price; provided, however, that in no event shall the Exercise Price be reduced

below the Floor Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in

an increase in the Exercise Price hereunder, no adjustment shall be made.”

B.

Section 16(m) of the Warrant is hereby amended and restated in its entirety by replacing Section 16(m) with the following:

“(m)

“Floor Price” means 20% of the Closing Sale Price on the date of this Warrant.”

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]

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