Glucotrack, Inc. Announces $11.6M Senior Secured Convertible Note Financing

What Happened

• On September 10, 2026 Glucotrack, Inc. entered into a securities purchase agreement and closed a private placement (the “Financing”) issuing senior secured convertible promissory notes with an aggregate principal amount of $11,596,172.68. The Financing comprised $4,500,000 in new cash proceeds and the surrender/exchange of $4,545,014.69 of certain existing notes, reflecting a 22% original issue discount. The Notes bear interest at 8% per year, mature nine months from September 10, 2026, and increase to 18% interest after an Event of Default. The Notes are secured by substantially all of the Company’s assets and are convertible into common stock subject to a conversion price formula and an overall 19.99% cap on issuable shares absent stockholder approval. The Financing also included warrants to purchase 4,831,739 shares, exercisable for five years at $7.50 per share.

Key Details

• Aggregate principal of new Notes: $11,596,172.68; cash proceeds at closing: $4,500,000 (gross).
• Interest and term: 8% per annum (18% on default); maturity 9 months from Sept 10, 2026.
• Conversion mechanics and cap: Conversion price = lower of $3.12 (Nasdaq Minimum) or 80% of the 15‑day VWAP (with a floor = 20% of Nasdaq Minimum); total shares issuable on conversion + warrant exercise capped at 19.99% of outstanding common stock unless stockholder approval is obtained.
• Warrants: 4,831,739 warrants issued (equal to 125% of each investor’s principal divided by $3.00), exercisable 5 years at $7.50/share.
• Placement agent: Dawson James Securities paid 7% cash fee, 148,668 placement agent warrants (4% of initial issuable shares), and up to $50,000 in reimbursed expenses.
• Registration and shareholder approval: Company must file a resale registration within 10 days and use commercially reasonable efforts to have it effective within 45 days; failure triggers issuance of “penalty shares” formula (increments of $250,000 worth of stock) up to specified caps. Proxy to seek stockholder approval must be filed within 30 days and approval sought within 90 days; delays also trigger penalty shares. Most-favored-nation protections apply if the company later issues more favorable terms.

Why It Matters

• This transaction provides near-term cash (gross $4.5M) and restructures prior debt, but it is a short‑term financing (9‑month maturity) that could require refinancing, conversion to equity, or other action within a year.
• The Notes are secured, giving these investors priority claims on company assets relative to unsecured creditors. At the same time, the conversion features and warrants create potential dilution for current shareholders—conversion and warrant exercises are capped at 19.99% unless shareholders approve a larger issuance.
• Registration rights and penalty‑share provisions increase the incentive for the company to timely register the issuable shares and obtain shareholder approval, but also create paths for additional dilution if deadlines are missed. Fees and placement agent compensation reduce net proceeds.
• Investors should track the company’s registration filing, the proxy for stockholder approval, and any subsequent financings because those events affect dilution, share liquidity, and the company’s near‑term capital plans.