Glucotrack, Inc. 8-K

What Happened

• Glucotrack, Inc. (GCTK) entered into a Securities Purchase Agreement on December 29, 2025 and closed a private placement on December 31, 2025, raising approximately $4.0 million in gross proceeds. The company issued 1,033,591 pre‑funded warrants (each exercisable for one share) and common warrants to purchase 2,067,182 shares of common stock. The Pre‑Funded Warrant purchase price was based on the $3.87 closing price on Nasdaq on December 29, 2025 less a $0.001 exercise price; the Common Warrants have a $3.87 exercise price and are exercisable only after the company obtains required Nasdaq stockholder approval.

Key Details

• Gross proceeds: ~ $4.0 million (before placement agent commissions and expenses).
• Warrants issued: 1,033,591 pre‑funded warrants (non‑expiring until fully exercised) and common warrants to purchase 2,067,182 shares; Placement Agent received warrants for 124,030 shares (exercise price $4.257).
• Placement agent: Curvature Securities, LLC; cash fee = 7.0% of gross proceeds plus Placement Agent Warrants.
• Registration rights: Company must file a registration statement covering resale of the registrable securities within 15 days and have it declared effective within 45 days (90 days if SEC full review); limited liquidated‑damages apply if resales are restricted.
• Transfer and issuance restrictions: officers/directors entered 90‑day lock‑ups; Company agreed to restrictions on issuing new common stock or equivalents for certain periods (60 days post‑Effective Date and limitations on variable rate transactions for 12 months, with limited exceptions).
• Exercise limits: Pre‑Funded Warrant exercises limited to prevent investor ownership or voting power exceeding 9.99%; Common Warrants limited to 4.99% (or 9.99% if elected) and are subject to stockholder approval; Common Warrants expire five years after stockholder approval.

Why It Matters

• The transaction provides near‑term cash (~$4.0M gross) for general corporate purposes, which can help fund operations or development activities.
• The issuance of pre‑funded and common warrants may lead to dilution if and when exercised; investors should watch for the company’s registration statement and any future exercises or equity sales.
• Placement agent fees and warrants reduce net proceeds and add potential future dilution; common warrant exercisability is contingent on obtaining Nasdaq stockholder approval, which delays any immediate share issuance from those warrants.