Form 8-K

8-K — Glucotrack, Inc.

Accession: 0001493152-26-036858

Filed: 2026-08-10

Period: 2026-08-07

CIK: 0001506983

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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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 7, 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 ☐

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.

August 7, 2026, Glucotrack, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Common

Stock Purchase Agreement, dated July 14, 2026 (the “ELOC Purchase Agreement”), by and between the Company and White Lion

Capital, LLC (the “Investor”).

The

Amendment modifies Section 6.4(a) of the ELOC Purchase Agreement to provide that the Company will issue 2,505,513 shares of Common Stock

(the “Commitment Shares”) to the Investor within one (1) business day following the effectiveness of the resale registration

statement, calculated by dividing the commitment fee amount of $1,000,000 by the Minimum Price (as defined in the ELOC Purchase Agreement).

The

Amendment also adds a new Section 6.4(b), which provides that if the Commitment Fee Price (as defined in the ELOC Purchase Agreement)

is less than the Minimum Price, the Company will owe the Investor an amount (the “True-Up Amount”) equal to $1,000,000 minus

the product of 2,505,513 multiplied by the Commitment Fee Price. The Company is required to pay the True-Up Amount to the Investor within

one hundred twenty (120) days following the Measurement Date (as defined in the ELOC Purchase Agreement). No payment is owed if the Commitment

Fee Price equals or exceeds the Minimum Price.

Except

as expressly amended by the Amendment, all terms and conditions of the ELOC Purchase Agreement remain in full force and effect.

copy of the Amendment is filed as Exhibit 10.1 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 thereto.

Item

3.02 Unregistered Sales of Equity Securities.

The

disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The issuance

of the Commitment Shares will be made by the Company to the Investor upon the exemptions from the registration requirements of the Securities

Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation

D thereunder.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Amendment No. 1 to Common Stock Purchase Agreement, dated August 7, 2026, by and between Glucotrack, Inc. and White Lion Capital, LLC

104

Cover Page Interactive

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SIGNATURE

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.

Glucotrack, Inc.

Date:

August 10, 2026

By:

/s/

Erik Emerson

Name:

Erik Emerson

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 1 TO COMMON STOCK PURCHASE AGREEMENT

This

Amendment No. 1 (this “Amendment”), dated as of August 7, 2026 to the Common Stock Purchase Agreement (the “Agreement”),

dated July 14, 2026, by and between Glucotrack, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC,

a Nevada limited liability company (the “Investor” and together with the Company, the “Parties”).

WHEREAS,

Section 10.14 of the Agreement allows for the Agreement to be amended by a written instrument signed by both Parties; and

WHEREAS,

the Parties desire to amend the Agreement as set forth below.

NOW,

THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally

bound hereby, the Parties hereby agree as follows:

1. Section

6.4(a) is hereby replaced in its entirety with the following:

consideration for the Investor’s execution and delivery of, and agreement to perform under this Agreement, the Company shall issue

and deliver to Investor, within one (1) Business Day following the effectiveness of the Registration Statement, as directed by the Investor,

2,505,513 shares of Common Stock (the “Commitment Shares”) (calculated by dividing the Commitment Fee Amount by the

Minimum Price). Notwithstanding the foregoing, to the extent that the issuance of Commitment Shares pursuant to this Section 6.4 would

result in the Investor exceeding the Beneficial Ownership Limitation or in the Company exceeding the Exchange Cap, then the Company shall

not issue such Commitment Shares and the portion of such Commitment Shares shall be held in abeyance for the Investor until such time

or times as its right thereto would not result in the Investor exceeding the Beneficial Ownership Limitation and would not result in

the Company exceeding the Exchange Cap, unless shareholder approval is obtained to issue in excess of the Exchange Cap, at which time

or times the Company shall issue such Commitment Shares in such tranches as directed by the Investor to the same extent as if there had

been no such limitations. The foregoing Exchange Cap limitation shall not apply if (A) at any time the Exchange Cap is reached and at

all times thereafter the average price paid for all Common Stock issued under this Agreement and the Securities Purchase Agreement is

equal to or greater than the Minimum Price or (B) the Company is exempt from obtaining shareholder approval for the issuance of shares

of Common Stock above the Exchange Cap under the rules of the Principal Market. For the avoidance of doubt, all of the Commitment Shares

shall be fully earned as of the Effective Date, and the issuance of the Commitment Shares is not contingent upon any other event or condition,

including, without limitation, the Company’s submission of a Purchase Notice to the Investor or the filing or effectiveness of

any Registration Statement, and irrespective of any termination of this Agreement.

2. Renumber

Section 6.4(b) to Section 6.4(c).

3. Add

a new Section 6.4(b) as follows:

the Commitment Fee Price is less than the Minimum Price, then the Company shall owe to the Investor an amount (the “True-Up

Amount”) equal to (A) One Million Dollars ($1,000,000), minus (B) the Effective Amount. For purposes of this Section 6.4(b),

the “Effective Amount” means the product of (x) 2,505,513 multiplied by (y) the Commitment Fee Price. The Company

shall pay the True-Up Amount to the Investor within one hundred twenty (120) days following the Measurement Date. For the avoidance of

doubt, if the Commitment Fee Price equals or exceeds the Minimum Price, no payment shall be owed to the Investor pursuant to this Section

6.4(b).

4. This

Amendment may be executed in counterparts, each of which shall be deemed an original, but

all of which together shall constitute one and the same instrument. Signatures delivered

by facsimile or electronic transmission (including by .pdf or DocuSign) shall be deemed original

signatures for all purposes.

5. Except

as expressly amended hereby, all terms and conditions of the Agreement shall remain in full

force and effect and are hereby ratified and confirmed. In the event of any conflict between

the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall

control.

6. This

Amendment shall be governed by and construed in accordance with the laws of the State of

Delaware, without regard to conflict of law principles.

7. All

capitalized terms used herein and not otherwise defined shall have the meanings ascribed

to them in the Agreement.

[Signature

Page Follows]

WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed by their respective authorized signatories as of the

date first written above.

Glucotrack,

Inc.

By:

/s/

Erik Emerson

Name:

Erik Emerson

Title:

Chief Executive Officer

White Lion

Capital LLC

By:

/s/

Yash Thukral

Name:

Yash Thukral

Title:

Partner

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