Glucotrack, Inc. 8-K

What Happened

• On April 29, 2026, Glucotrack, Inc. announced an Exchange Agreement with an investor to partition a new promissory note in the principal amount of $988,000 from an existing note (the Original Note) and to surrender that Partitioned Note in exchange for 1,300,000 shares of common stock.
• The Original Note was originally issued in the principal amount of $3,600,000 and had been reduced by $600,000 pursuant to an April 13, 2026 agreement. After the partition, the outstanding balance of the Original Note was reduced by the amount of the Partitioned Note; any portion of the Partitioned Note not exchanged due to ownership limits will remain outstanding and exchangeable under the Exchange Agreement.
• The exchange involved no cash or other consideration from the investor. The Partitioned Note was issued under an exemption for transactions by an issuer not involving a public offering (Section 4(a)(2)), and the Exchange Shares are being issued under Section 3(a)(9) of the Securities Act.

Key Details

• Date of agreement: April 29, 2026 (8-K filed April 30, 2026).
• Debt converted: Partitioned Note principal of $988,000 exchanged for 1,300,000 common shares.
• Beneficial ownership cap: Issuance limited so the investor (and affiliates) cannot beneficially own more than 19.9% of outstanding common stock; shares may be issued in tranches if the cap applies.
• Legal basis: Partitioned Note issued under Section 4(a)(2); Exchange Shares issued under Section 3(a)(9) of the Securities Act.

Why It Matters

• This transaction reduces Glucotrack’s debt by up to $988,000 (subject to any portion that remains outstanding if the ownership limit prevents full issuance) and increases the company’s outstanding common shares by up to 1.3 million, which can dilute existing shareholders.
• The 19.9% ownership cap means the conversion may occur in tranches; any unconverted debt remains on the company’s balance sheet and can still be exchanged later under the agreement’s terms.
• Investors should note the debt-for-equity nature of the deal (no cash paid) and monitor filings for any tranche issuances, changes in outstanding share count, and the company’s remaining debt levels. Exhibits filed with the 8-K include the form of Exchange Agreement (Exhibit 10.1) and a corporate presentation (Exhibit 99.1).