{"url_path":"/sec/gctk/8-k/2026-09-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1506983/0001493152-26-042428-index.html","accession_number":"0001493152-26-042428","cik":"0001506983","ticker":"GCTK","issuer_name":"Glucotrack, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1506983/0001493152-26-042428-index.html","primary_entity_key":"0001506983","primary_entity_name":"Glucotrack, Inc."},"word_count":2021,"has_tables":true,"body_markdown":"**Item\n1.01. Entry Into a Material Definitive Agreement.**\n\n** **\n\n**Private\nPlacement**\n\n \n\nOn\nSeptember 10, 2026, Glucotrack, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)\nwith certain investors (the “Investors”), pursuant to which the Company issued senior secured convertible promissory notes\n(the “Notes”) in the aggregate principal amount of $11,596,172.68, in exchange for (i) aggregate cash consideration\nof $4,500,000 and (ii) the surrender and exchange of $4,545,014.69 in aggregate principal amount of certain outstanding senior secured\nconvertible promissory notes held by certain Investors, reflecting an aggregate purchase price of $9,045,014.69 and a 22% original\nissue discount. The Notes bear interest at the rate of 8% per annum on the outstanding principal amount and mature nine (9) months from\nSeptember 10, 2026. Following the occurrence of any Event of Default (as defined in the Notes), the outstanding principal amount, together\nwith any past due and unpaid interest, will bear interest at a rate of 18% per annum until paid in full. The Notes are secured by a security\ninterest in substantially all of the assets of the Company and its subsidiaries pursuant to the Company’s existing security agreement,\nand share in the collateral on an equal and ratable basis with the Company’s other outstanding obligations secured thereunder.\n\n \n\nThe\nNotes are convertible, in whole or in part, at any time on or after the issuance date, at a conversion price equal to the lower of (i)\n$3.12, representing the Nasdaq Minimum Price (as defined in the Note) and (ii) 80% of the lowest daily volume weighted average price\nof the common stock, par value $0.001 per share, of the Company (the “Common Stock”) during the fifteen (15) trading days\nimmediately preceding the applicable conversion notice, subject in each case to a floor price equal to 20% of the Nasdaq Minimum Price\n(the “Conversion Price”). The total cumulative number of shares of Common Stock issued upon conversion of the Notes and exercise\nof the Warrants, in the aggregate, may not exceed 19.99% of the Common Stock outstanding immediately prior to the execution of the Purchase\nAgreement (the “Exchange Cap”), unless and until the Company obtains stockholder approval of the issuance of the underlying\nCommon Stock in accordance with Nasdaq Listing Rule 5635(d) (the “Stockholder Approval”). If the volume weighted average\nprice of the Common Stock is less than the Floor Price (as defined in the Purchase Agreement) then in effect on each of any ten (10)\nconsecutive trading days, the Floor Price shall, subject to the Company’s receipt of the Stockholder Approval, automatically reset\nto, and thereafter equal, the lowest volume weighted average price during such ten (10) trading day period. The Conversion Price and\nFloor Price are subject to adjustment for stock splits, stock combinations, stock dividends, reclassifications, dilutive issuances, share\ncombination events, and reorganization or change of control transactions.\n\n \n\nThe\nsale of the Notes and Warrants (as described below) is referred to herein as the “Financing.” The Financing closed on September\n10, 2026 (the “Closing”), resulting in gross proceeds to the Company of $4,500,000, before deducting the Placement Agent’s\nfees and other offering expenses. The Purchase Agreement, the Notes and the Warrants are collectively referred to herein as the “Transaction\nDocuments.”\n\n \n\n**Warrants**\n\n \n\nOn\nSeptember 10, 2026, the Company also issued to the Investors warrants (the “Warrants” and, together with the Notes, the “Securities”)\nto purchase 4,831,739 shares of Common Stock, representing a number of shares equal to 125% of each Investor’s principal amount\nunder its Note divided by $3.00. The Warrants are exercisable for a period of five (5) years from the date of issuance at an exercise\nprice of $7.50 per share; provided that, in each case, the shares of Common Stock issuable upon exercise of the Warrants are subject\nto the Exchange Cap and may not be issued in excess thereof unless and until the Company obtains the Stockholder Approval. The exercise\nprice and the number of shares of Common Stock issuable upon exercise of the Warrants is subject to appropriate adjustments in the event\nof certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common\nStock.\n\n \n\n \n\n \n\n \n\n**Other\nTerms of Purchase Agreement**\n\n \n\n*Registration\nRights*\n\n* *\n\nThe\nCompany is required to file a registration statement (or add the shares of Common Stock issuable upon conversion of the Notes and exercise\nof the Warrants (the “Registrable Securities”) to an existing registration statement on file with the SEC that has not yet\nbeen declared effective) within ten (10) days after the Closing (the “Required Filing Registration Date”) covering the resale\nof Registrable Securities. The Company is required to use commercially reasonable efforts to cause such registration statement to be\ndeclared effective within forty-five (45) days of the Closing Date (the “Required Effective Registration Date”). If the registration\nstatement is not filed by the Required Filing Registration Date, the Company shall issue and deliver to the Investors a number of shares\nof Common Stock equal to $250,000 divided by the lowest traded price of the Common Stock between the Closing Date and the Required Filing\nRegistration Date, and for every thirty (30) days thereafter that the registration statement is not filed, the Company shall issue and\ndeliver to the Investors a number of additional shares of Common Stock equal to $250,000 divided by the lowest traded price of the Common\nStock during such thirty (30) day period, subject to an aggregate cap of $1,500,000 in shares (collectively with any shares issuable\npursuant to a failure to achieve effectiveness of the registration statement by the Required Effective Registration Date or a failure\nto obtain the Stockholder Approval, the “Penalty Shares”). If the registration statement is not declared effective by the\nRequired Effective Registration Date, the Company shall issue and deliver to the Investors a number of shares of Common Stock equal to\n$250,000 divided by the lowest traded price of the Common Stock between the Closing Date and the Required Effective Registration Date,\nand for every thirty (30) days thereafter that the registration statement is not declared effective, the Company shall issue and deliver\nto the Investors a number of additional shares of Common Stock equal to $250,000 divided by the lowest traded price of the Common Stock\nduring such thirty (30) day period. To the extent the issuance of any Penalty Shares, when aggregated with the other Investor Shares,\nwould exceed the Exchange Cap, such Penalty Shares shall not be issued until the Company has obtained the Stockholder Approval.\n\n \n\n*Stockholder\nApproval*\n\n* *\n\nWithin\nthirty (30) days of the Closing Date (the “Required Initial Proxy Date”), the Company is required to file a proxy statement\nwith the SEC for the purpose of obtaining the Stockholder Approval. The Company is required to use its commercially best efforts to obtain\nthe Stockholder Approval within ninety (90) days of the Closing Date (the “Required Stockholder Meeting Date”). If the proxy\nstatement is not filed by the Required Initial Proxy Date, the Company shall issue and deliver to the Investors a number of shares of\nCommon Stock equal to $250,000 divided by the lowest traded price of the Common Stock between the Closing Date and the Required Initial\nProxy Date. For every thirty (30) days after the Required Stockholder Meeting Date that the stockholder meeting is not held, the Company\nshall issue and deliver to the Investors a number of additional shares of Common Stock equal to $250,000 divided by the lowest traded\nprice of the Common Stock during such thirty (30) day period. To the extent the issuance of any Penalty Shares would, when aggregated\nwith the other Investor Shares, exceed the Exchange Cap, such Penalty Shares shall not be issued until the Company has obtained the Stockholder\nApproval. If the Stockholder Approval is not obtained by the first Required Stockholder Meeting Date, the Company shall, during the period\nbeginning on such date and continuing 360 days thereafter, cause an additional stockholder meeting to be held every sixty (60) days until\nthe Stockholder Approval is obtained.\n\n \n\n*Most\nFavored Nation*\n\n \n\nWhile\nany Notes remain outstanding, upon any issuance by the Company of its securities for cash consideration (a “Subsequent Financing”),\neach Investor may elect, in its sole discretion, to exchange all or some of the Securities then held for any securities or units issued\nin a Subsequent Financing on a dollar-for-dollar basis. The Company is required to provide each Investor with notice of any Subsequent\nFinancing. Additionally, if in any Subsequent Financing there are any contractual provisions or side letters that provide terms more\nfavorable to the investors therein than the terms provided under the Transaction Documents, then the Company shall notify the Investors\nof such additional or more favorable terms and such terms, at each Investor’s option, shall become a part of the Transaction Documents.\nAdditionally, if the Company enters into any subsequent financing with another individual or entity on terms that are more favorable\nthan those provided to the Investors, the Transaction Documents shall automatically be amended to include such more favorable terms,\nso long as the Notes remain outstanding. The foregoing most favored nations provisions do not apply to Exempted Securities (as defined\nin the Purchase Agreement) or to securities of any subsidiary.\n\n \n\n*Subsequent\nEquity Sales*\n\n* *\n\nFrom\nthe Closing Date until ninety (90) days following the effective date of each of the registration statement and Stockholder Approval,\nthe Company and any subsidiary shall not (i) issue, enter into any agreement to issue, or announce the issuance or proposed issuance\nof any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement), other than Exempted Securities, or\n(ii) file any registration statement or any amendment or supplement thereto, in each case other than (A) solely with respect to securities\nissued pursuant to any share or option plan duly adopted for such purpose by the Company’s board of directors or a committee of\nnon-employee directors established for such purpose for services rendered to the Company, or (B) a registration statement filed in connection\nwith a Registered Public Offering (as defined in the Purchase Agreement). While the Notes remain outstanding, the Company and its subsidiaries\nmay not enter into a Variable Rate Transaction, as defined in the Purchase Agreement, without the prior written consent of the Investors.\nVariable Rate Transactions generally include issuances of securities with conversion, exercise or exchange prices based on or varying\nwith future trading prices of the Common Stock, securities containing specified future price-reset features, and equity lines of credit\nor similar continuous offerings at future-determined prices. The restriction is subject to the exceptions set forth in the Purchase Agreement.\n\n \n\n \n\n \n\n \n\n**Placement\nAgency Agreement**\n\n \n\nIn\nconnection with the Private Placement, on September 10, 2026, the Company entered into a Placement Agency Agreement (the “Placement\nAgency Agreement”) with Dawson James Securities, Inc. (the “Placement Agent”). As compensation for acting as Placement\nAgent for the Financing, the Company agreed to pay the Placement Agent *(a)* a cash placement fee equal to seven percent (7%) of\nthe gross cash proceeds received by the Company from the sale of the Securities, (b) warrants (the “Placement Agent Warrants”)\nto purchase 148,668 shares of Common Stock, representing a number of shares equal to four percent (4.0%) of the aggregate number\nof shares of Common Stock initially issuable upon conversion in full of the Notes issued to the Investors at the Closing, calculated\nusing the initial Conversion Price, which Placement Agent Warrants are exercisable at any time and from time to time, in whole or in\npart, during the five-year period from the Closing Date, at a price per share equal to one hundred twenty-five percent (125%) of the\ninitial Conversion Price, and (c) reimbursement of the Placement Agent’s actual accountable expenses, including legal and diligence\nexpenses, in an aggregate amount not to exceed $50,000.\n\n \n\nThe\nabove summary of the Notes, the Warrants, the Placement Agent Warrants, the Purchase Agreement, and the Placement Agency Agreement does\nnot purport to be complete and is qualified in its entirety by reference to such applicable agreements or forms of agreements, copies\nof which are attached as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein\nby reference."}