Glucotrack, Inc.: enters waiver and agrees to issue new warrants

What happened

• On Oct 13, 2026, Glucotrack, Inc. entered into a Waiver Agreement with certain holders of warrants issued under the Securities Purchase Agreement dated Jul 14, 2026. The Waiver was executed by holders constituting the Requisite Holders as required by the Purchase Agreement.
• The Waiver (i) waives and terminates the restriction under Section 5.10(a) of the Purchase Agreement on the Company’s issuance or announcement of issuance of shares of common stock or common stock equivalents until ninety (90) days following effectiveness of the related registration statement and receipt of the stockholder approval contemplated thereby (waiver effective as to all Holders), and (ii) waives the exercise price adjustment under Section 3(e) of the existing warrants in connection with any variable rate transaction (waiver effective only for Existing Warrants held by Holders that executed the Waiver).
• In consideration for the Waiver, the Company became obligated to issue new warrants to purchase an aggregate of 406,198 shares of common stock (the Warrant Shares).

Key details

• New Warrants exercise price: $7.50 per share.
• New Warrants expire five (5) years from the date of issuance and are not exercisable until the Company obtains stockholder approval under Nasdaq Listing Rule 5635.
• Exercise of the New Warrants is subject to a 9.99% beneficial ownership limitation; exercise price adjustments are customary but subject to a floor equal to 20% of the closing sale price of the common stock on the date of issuance.
• The exercise price adjustment waiver under the Existing Warrants is effective only for holders that executed the Waiver; the Section 5.10(a) waiver is effective as to all holders.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) concerning the Waiver Agreement and the New Warrants, and Item 3.02 (unregistered sales of equity securities) concerning the issuance of the New Warrants. The filing does not show why the insider traded or why the company acted.