Glucotrack, Inc. Announces $5.5M Follow‑On Financing and Interim PIPE

What Happened
Glucotrack, Inc. (GCTK) filed an 8‑K disclosing that on August 4, 2026 it closed a Follow‑On Financing consisting of a $3.5 million follow‑on to its July bridge financing and a $2.0 million interim PIPE (total new capital $5.5M). The company issued senior secured convertible promissory notes (Follow‑On Bridge Notes) with a 22% original issue discount and related Follow‑On Bridge Warrants to new investors, and separately sold pre‑funded warrants and common warrants to a PIPE purchaser. The company issued a press release on August 5, 2026 announcing the transactions.

Key Details

• Follow‑On Bridge Notes: $3,500,000 aggregate principal issued Aug 4, 2026; aggregate face amount $4,487,179 (22% original issue discount); 8% annual interest; 9‑month maturity measured from July 14, 2026; default interest 18% after an Event of Default. Notes are secured by a first‑priority lien on company assets (excluding certain operating subsidiary assets).
• Conversion & warrants: Follow‑On notes are not convertible until stockholder approval under Nasdaq Rule 5635(d). Post‑approval conversion price = lower of Nasdaq Minimum Price or 80% of the 15‑day VWAP before conversion, subject to a floor of 20% of the Nasdaq Minimum Price. Follow‑On Bridge Warrants cover shares equal to 125% of aggregate principal ($4,375,000) divided by the exercise price; warrants are exercisable only after stockholder approval.
• Interim PIPE: Company sold 2,666,667 pre‑funded warrants (exercise price $0.0001) and 2,666,667 common warrants (exercise price $1.50) for $2.0M gross proceeds. Pre‑funded warrants do not expire; common warrants have a 5‑year term and include a floor price equal to 20% of the closing stock price on issuance. Warrant exercise is subject to a beneficial ownership limit of 4.99% (or 9.99% if elected by the purchaser).
• Registration rights: The PIPE purchaser has registration rights; the company must file a registration statement covering resale of the PIPE securities within 30 days and use commercially reasonable efforts to have it declared effective within 60 days (90 days if the SEC conducts a full review). Requisite holders of the earlier bridge financing consented and waived provisions to permit these transactions.

Why It Matters
This filing shows Glucotrack secured $5.5M of near‑term financing through a mix of secured convertible debt and warrants, which provides immediate capital but also creates potential near‑term dilution if conversion/warrants are approved and exercised. The Follow‑On Notes are short‑dated (9 months) and secured, meaning creditors have a first‑priority claim on most company assets—this can affect the company’s capital structure and future financing options. Stockholder approval is required before conversion or warrant exercise into common stock, and the PIPE purchaser’s registration rights mean the newly issuable shares could be registered for resale relatively quickly after filing. Investors should watch for the company’s stockholder vote, the SEC registration timing, and how the company addresses the notes’ upcoming maturity.