{"url_path":"/sec/gctk/8-k/2026-07-15/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1506983/0001493152-26-033393-index.html","accession_number":"0001493152-26-033393","cik":"0001506983","ticker":"GCTK","issuer_name":"Glucotrack, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1506983/0001493152-26-033393-index.html","primary_entity_key":"0001506983","primary_entity_name":"Glucotrack, Inc."},"word_count":260,"has_tables":true,"body_markdown":"** **\n\n**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe\ndisclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.\n\n \n\n \n\n \n\n \n\nThe\nissuance of the Merger Consideration has not been registered under the Securities Act of 1933, as amended (the “**Securities Act**”),\nin reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.\n\n \n\nIn\nthe Purchase Agreement, the Bridge Investors represented to the Acquiror, among other things, that each is an “accredited\ninvestor” (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act). The Bridge Securities were issued\nand sold by the Acquiror to the Bridge Investors in reliance upon the exemptions from the registration requirements of the Securities\nAct afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. Any shares issued as a penalty under\nthe Purchase Agreement will be issued to the Bridge Investors in reliance upon such exemptions.\n\n \n\nIn\nthe ELOC Purchase Agreement, the Investor represented to the Acquiror, among other things, that it is an “accredited investor”\n(as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act). When issued, the Purchase Shares and Commitment\nShares will be issued and sold by the Acquiror to the Investor in reliance upon the exemptions from the registration requirements\nof the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. The Commitment Warrant\nwas issued to the Investor in reliance upon such exemptions."}