Glucotrack Enters Settlement, Issues $2M Convertible Note to Alto

What Happened

• Glucotrack, Inc. (GCTK) announced on Sept. 9, 2026 that it entered into a Settlement and Release Agreement on Sept. 4, 2026 with Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”), Erik Emerson, RXRR Capital Partners LLC and Lōkahi Therapeutics, Inc. The settlement resolves disputes tied to indebtedness Alto asserted was owed by Apimeds Pharmaceuticals US, Inc. (Alto alleged approximately $10.9 million outstanding). Under the agreement, Glucotrack and the other settling parties are jointly and severally obligated to pay Alto specified amounts, including an initial $2.0 million payment and a $2.0 million convertible promissory note issued by Glucotrack.

Key Details

• Settlement date: September 4, 2026; 8-K filed Sept. 9, 2026.
• Total near-term cash/obligation: $4.0 million (initial $2.0M cash + $2.0M Note) plus up to $125,000 of Alto’s legal fees.
• Note terms: 5% annual interest; payable in four quarterly installments of $500,000 principal (plus accrued interest) from Nov. 30, 2026 through Aug. 31, 2027.
• Conversion: Alto may convert the Note’s outstanding principal into common stock at $2.98 per share, subject to customary adjustments, a 9.99% beneficial ownership cap and Nasdaq issuance limits.
• Default mechanics: five-business-day cure period; missed payments can trigger acceleration, higher interest and Alto’s contractual remedies.
• 8-K items: Item 1.01 (material agreement), Item 2.03 (creation of a direct financial obligation via the Note) and Item 3.02 (unregistered sales of equity securities related to potential conversion).

Why It Matters

• This agreement creates a near-term cash obligation and a convertible debt instrument that will affect Glucotrack’s liquidity and capital structure. The initial $2.0M payment is immediate cash outflow risk; the $2.0M Note is a contractual debt that could convert into equity and dilute existing shareholders if Alto elects conversion.
• The joint-and-several language means Glucotrack could be required to cover payments if other settling parties fail to pay, increasing contingent exposure.
• Investors should watch Glucotrack’s upcoming Form 10‑Q (the company said it will file the Settlement Agreement and Note as exhibits) for full texts, the company’s cash position and any subsequent disclosures about conversions or share issuances.