Glucotrack, Inc. 8-K

What Happened
On April 13, 2026, Glucotrack, Inc. announced an Exchange Agreement under which it partitioned a $600,000 promissory note from an existing $3,600,000 note and agreed to exchange that partitioned note for 895,000 shares of common stock. The exchange involved surrender and cancellation of the Partitioned Note for the shares with no cash or other consideration paid by the investor. The Original Note’s outstanding balance was reduced by the amount partitioned; otherwise the Original Note remains in effect.

Key Details

• Original promissory note: $3,600,000; Partitioned Note created: $600,000.
• Exchange consideration: 895,000 shares of common stock issued in exchange for the $600,000 Partitioned Note.
• Beneficial ownership limit: issuance subject to a ~19.9% cap; if the cap prevents full issuance, shares may be issued in tranches and the unexchanged note portion remains outstanding and exchangeable.
• Securities law treatment: Partitioned Note was issued under Section 4(a)(2) (private placement); Exchange Shares issued under Section 3(a)(9) (exchange of outstanding securities). Exchange Agreement filed as Exhibit 10.1.

Why It Matters

• Debt reduction: If fully executed, the transaction converts $600,000 of debt into equity, reducing the company’s outstanding debt obligation by that amount.
• Potential dilution: Issuing 895,000 new shares increases the company’s share count and could dilute existing shareholders; however, a 19.9% ownership cap may limit immediate dilution and cause staged issuances.
• Investor monitoring: Retail investors should watch future filings for tranche issuances and any changes to outstanding debt or share count, since remaining portions of the Original Note may still be exchangeable under the agreement.