Glucotrack, Inc. 8-K

What Happened

• Glucotrack, Inc. filed an 8-K reporting results of its March 12, 2026 special meeting of stockholders (record date Jan. 28, 2026). A quorum was present with 446,348 votes represented (44.1% of 1,011,279 outstanding shares).
• Stockholders approved: (1) issuance of shares to Sixth Borough Capital Fund, LP under a Sept. 11, 2025 purchase agreement (a Nasdaq Rule 5635(d) approval needed because the issuance may exceed 20%); (2) issuance of shares issuable upon exercise of 2,067,182 warrants issued in a private placement that closed Dec. 31, 2025 (subject to Nasdaq vote counting rules for excluded shares); and (3) ratification of CBIZ CPAs P.C. as the company’s independent registered public accounting firm for the year ended Dec. 31, 2025. An adjournment vote was not presented because the proposals received sufficient support.

Key Details

• Outstanding shares / quorum: 1,011,279 shares outstanding; 446,348 votes present (44.1%) at the meeting.
• Nasdaq Stock Issuance (ELOC) vote: For 126,610; Against 18,261; Abstain 7,846; Broker non-votes 293,631.
• Nasdaq Stock Issuance (Warrants) vote: For 26,134; Against 18,151; Abstain 7,841; Broker non-votes 293,631; 100,591 excluded shares (pre-funded warrant exercises prior to record date were excluded per Nasdaq rules).
• Auditor ratification: For 431,871; Against 4,108; Abstain 10,369.

Why It Matters

• These approvals clear the company to complete share issuances related to the Sixth Borough purchase agreement and the December 2025 private placement warrants, actions that can increase the company’s share count if shares/warrants are issued or exercised. That potential dilution is material for existing shareholders.
• Ratification of CBIZ CPAs P.C. confirms the auditor for the 2025 year-end, which relates to the company’s audited financial reporting.
• Vote totals show substantial broker non-votes (293,631), reflecting many shares were not voted by brokers but did not prevent passage of the proposals. Investors should watch future disclosures for actual share issuances, warrant exercises, and any resulting changes to outstanding shares or financial position.