Glucotrack, Inc. Amends Stock Purchase Agreement with $1M Commitment

What Happened

• On August 7, 2026 Glucotrack, Inc. filed an 8-K disclosing Amendment No. 1 to its Common Stock Purchase Agreement (originally dated July 14, 2026) with White Lion Capital, LLC. The amendment requires the Company to issue 2,505,513 shares of common stock to the investor within one business day after the resale registration statement becomes effective, based on a $1,000,000 commitment fee divided by the agreement’s Minimum Price.
• The amendment also adds a “true‑up” provision: if the Commitment Fee Price is less than the Minimum Price, Glucotrack must pay the investor a True‑Up Amount equal to $1,000,000 minus (2,505,513 × Commitment Fee Price). Any required True‑Up must be paid within 120 days after the Measurement Date; no payment is due if the Commitment Fee Price equals or exceeds the Minimum Price.

Key Details

• Parties: Glucotrack, Inc. and White Lion Capital, LLC.
• Date of amendment: August 7, 2026 (original Purchase Agreement dated July 14, 2026).
• Shares to be issued: 2,505,513 common shares following effectiveness of the resale registration.
• Commitment fee and potential cash obligation: $1,000,000 commitment fee; True‑Up payable if Commitment Fee Price < Minimum Price, paid within 120 days after Measurement Date.

Why It Matters

• Dilution: Issuance of 2,505,513 shares will increase the outstanding share count once the resale registration is effective, which can dilute existing shareholders.
• Potential cash liability: If the effective Commitment Fee Price is below the contract Minimum Price, Glucotrack may owe a cash True‑Up (up to the difference calculated by the formula), which could affect near‑term liquidity or cash planning.
• Timing: Share issuance is tied to the resale registration effectiveness (issued within one business day), and any True‑Up payment has a defined 120‑day deadline after the Measurement Date, giving investors clear timing for when these impacts could occur.