Glucotrack, Inc. Enters Exchange Agreement to Convert $900K Note

What Happened

• Glucotrack, Inc. announced on July 22, 2026 that it entered into an Exchange Agreement with an investor to partition a new promissory note in the original principal amount of $900,000 (the "Partitioned Note") from an existing promissory note originally issued Sept. 12, 2025. The Original Note had previously been reduced by $600,000 (April 13, 2026) and $988,000 (April 29, 2026) pursuant to earlier exchange agreements. The Original Note otherwise remains in effect after the partition.
• Under the Exchange Agreement, the investor may exchange all or part of the Partitioned Note, from time to time, for shares of Glucotrack common stock. Each exchange involves surrender and cancellation of the applicable portion of the Partitioned Note for newly issued shares, with no cash or other consideration from the investor.

Key Details

• Partitioned Note principal: $900,000 (issued July 22, 2026).
• Conversion pricing: number of shares equals the tranche amount divided by the “Minimum Price,” defined as the lower of (A) the Nasdaq official closing price immediately preceding an exchange request, or (B) the arithmetic average of the five Nasdaq official closing prices immediately preceding the request.
• Ownership limit: exchanges are subject to a beneficial ownership cap that prevents issuance of shares that would cause the investor and its affiliates to beneficially own more than 9.99% of outstanding common stock; unexchanged portions remain outstanding and may be exchanged later or in tranches.
• Securities treatment: the Partitioned Note was issued in a private placement under Section 4(a)(2), and the Exchange Shares will be issued under the Section 3(a)(9) exemption (shares issued in exchange for outstanding securities with no additional consideration).

Why It Matters

• This agreement gives the investor the ability to convert up to $900,000 of debt into equity, which can dilute existing shareholders if conversions occur. The 9.99% ownership cap limits immediate dilution but allows staged issuance over time.
• For investors, the mechanics (pricing tied to recent Nasdaq closes, no cash paid by the investor, and the 3(a)(9) exemption) are important to understand timing and potential impact on share count and ownership percentages. The Original Note otherwise remains a continuing debt obligation of the company.