Glucotrack, Inc.: private placement of $2,000,000 in convertible notes

What happened

• Glucotrack, Inc. entered into a securities purchase agreement and issued senior secured convertible promissory notes in the aggregate principal amount of $2,564,102.65 for an aggregate cash purchase price of $2,000,000, reflecting a 22% original issue discount. The Financing closed Oct 22, 2026.
• The Notes bear interest at 8% per annum (18% per annum upon an Event of Default), mature 9 months after issuance (Oct 22, 2026), are secured by substantially all assets, and are convertible under the terms set forth in the Notes.
• The Company issued warrants to purchase 8,025,360 shares of common stock, exercisable for 5 years at an exercise price of $1.5975 per share. The Financing and related securities are subject to an exchange cap of 19.99% of the common stock outstanding immediately prior to the Purchase Agreement.
• The Company announced a 1-for-2 reverse stock split of common stock, effective with the opening of trading on Oct 26, 2026.

Key details

• Conversion mechanics: conversion price equals the lower of $0.6390 (Nasdaq Minimum Price) and 80% of the lowest daily volume weighted average price during the 15 trading days preceding conversion notice, subject to a floor equal to 20% of the Nasdaq Minimum Price; conversion and floor subject to customary adjustments.
• Registration and stockholder approval: Company must file a registration statement covering the registrable securities within 10 days and use commercially reasonable efforts to have it declared effective within 45 days; proxy statement to be filed within 30 days and Company must use commercially best efforts to obtain stockholder approval within 90 days. Failure to meet filing or effectiveness deadlines can trigger issuance of penalty shares calculated as $250,000 divided by the lowest traded price during specified periods, subject to an aggregate cap of $1,500,000 and the Exchange Cap.
• Other material terms: most favored nation protections for investors on subsequent financings; mandatory application of 50% of proceeds from any equity line of credit (ELOC) to repay outstanding Note amounts; Placement Agent compensation of 7% cash fee, Placement Agent warrants to purchase 160,508 shares (4.0% of initial convertible shares), and reimbursement of placement expenses up to $50,000.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement), Item 2.03 (creation of a direct financial obligation), Item 3.02 (unregistered sales of equity securities), and Item 7.01 (Regulation FD disclosure announcing the reverse split).
• The filing describes the material terms of the Notes, Warrants, placement agent arrangements, registration rights, stockholder approval requirements, and the reverse stock split announcement. The filing does not show why the insider traded or why the company acted.