Form 8-K Glucotrack, Inc. For: Oct 23

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October 28, 2026 4:06 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2026

GLUCOTRACK, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41141	98-0668934
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

301 Rte. 17 North, Ste. 800, Rutherford, NJ		07070
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 842-7715

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		GCTK		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Glucotrack, Inc., a Delaware corporation (the “Company”), filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”), which became effective at 4:30 p.m., Eastern Time, on October 23, 2026 (the “Effective Time”), to effect a one-for-two (1-for-2) reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Reverse Stock Split was approved by the Company’s stockholders at the 2026 annual meeting of stockholders on August 18, 2026.

As a result of the Reverse Stock Split, every two (2) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the Reverse Stock Split ratio were entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share. The Reverse Stock Split did not change the total number of authorized shares of Common Stock, which remains 250,000,000 shares.

As a result of the Reverse Stock Split, the number of shares of Common Stock outstanding was proportionally reduced from 2,368,237 shares outstanding immediately prior to the Effective Time to approximately 1,184,119 shares. The shares of Common Stock underlying the Company’s outstanding stock options and warrants were proportionally adjusted, along with corresponding adjustments to their exercise prices.

The Company’s transfer agent, VStock Transfer, LLC, is acting as the exchange agent for the Reverse Stock Split and will send each stockholder of record a transaction statement indicating the number of shares of Common Stock the stockholder holds after the Reverse Stock Split. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split.

The Common Stock began trading on a reverse stock split-adjusted basis upon market open on October 26, 2026. The ticker symbol for the Common Stock remains “GCTK.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 45824Q879.

The foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

Pro Forma Financial Information

The unaudited pro forma combined balance sheet of the Company and Lokahi Therapeutics Inc. (“Lokahi”) as of June 30, 2026, has been prepared to reflect the effects of the merger between the Company and Lokahi (the “merger”) as if it occurred on June 30, 2026 and give effect to both the one-for-fifteen (1-for-15) reverse stock split that became effective on August 28, 2026 (the “August Reverse Stock Split”) and the Reverse Stock Split that became effective on October 26, 2026. The unaudited pro forma combined statements of operations for the Company and Lokahi for the year ended December 31, 2025, and the six months ended June 30, 2026, assume the merger closed on January 1 of the respective year and also reflects both reverse stock splits. These financial statements are included as Exhibit 99.1 hereto and incorporated herein by reference.

Reverse Stock Split

The table below sets forth the impact of the Reverse Stock Split, together with the August Reverse Stock Split, on the Company’s net loss per common share - basic and diluted; weighted average common shares outstanding - basic and diluted; and shares issued and outstanding, for the years ended December 31, 2025 and 2024, the three months ended March 31, 2026 and 2025, the three months ended June 30, 2026 and 2025, and the six months ended June 30, 2026 and 2025.

	In thousands of US Dollars (except share and per share amounts)
	PRE SPLIT (1)				POST SPLIT (1)
	YEAR ENDED DECEMBER 31,				YEAR ENDED DECEMBER 31,
	2025		2024		2025		2024
Comprehensive net loss	$	19,339	$	22,573	$	19,339	$	22,573
Net loss per common share - basic	$	31.22	$	4,106	$	936.60	$	123,180
Net loss per common share - diluted	$	31.22	$	4,106	$	936.60	$	123,180
Weighted average common shares outstanding - basic		621,094		5,503		20,703		184
Weighted average common shares outstanding - diluted		621,094		5,503		20,703		184
Common stock outstanding at year end		910,688		13,409		30,356		894

	In thousands of US Dollars (except share and per share amounts)
	PRE SPLIT (2)				POST SPLIT (2)
	3 MONTHS ENDED MARCH 31,				3 MONTHS ENDED MARCH 31,
	2026		2025		2026		2025
Comprehensive net loss	$	4,331	$	6,797	$	4,331	$	6,797
Net loss per common share - basic	$	2.65	$	40.14	$	79.50	$	1204.20
Net loss per common share - diluted	$	2.65	$	40.14	$	79.50	$	1204.20
Weighted average common shares outstanding - basic		1,638,128		169,345		54,604		5,645
Weighted average common shares outstanding - diluted		1,638,128		169,345		54,604		5,645
Common stock outstanding at period end		2,524,279		426,431		84,142		14,214

	In thousands of US Dollars (except share and per share amounts)
	PRE SPLIT (3)				POST SPLIT (3)
	3 MONTHS ENDED JUNE 30,				3 MONTHS ENDED JUNE 30,
	2026		2025		2026		2025
Comprehensive net loss	$	3,806	$	4,727	$	3,806	$	4,727
Net loss per common share - basic	$	0.76	$	9.62	$	22.80	$	288.60
Net loss per common share - diluted	$	0.76	$	9.62	$	22.80	$	288.60
Weighted average common shares outstanding - basic		5,009,085		494,504		166,970		16,483
Weighted average common shares outstanding - diluted		5,009,085		494,504		166,970		16,483
Common stock outstanding at period end		6,259,279		899,410		208,642		29,980

	In thousands of US Dollars (except share and per share amounts)
	PRE SPLIT (3)				POST SPLIT (3)
	6 MONTHS ENDED JUNE 30,				6 MONTHS ENDED JUNE 30,
	2026		2025		2026		2025
Comprehensive net loss	$	8,137	$	11,524	$	8,137	$	11,524
Net loss per common share - basic	$	2.44	$	34.81	$	73.20	$	1044.30
Net loss per common share - diluted	$	2.44	$	34.81	$	73.20	$	1044.30
Weighted average common shares outstanding - basic		3,332,919		332,931		111,098		11,098
Weighted average common shares outstanding - diluted		3,332,919		332,931		111,098		11,098
Common stock outstanding at period end		6,259,279		899,410		208,642		29,980

(1)	The pre-split amounts represent the amounts reported in the Company’s Annual Report on Form 10-K filed on March 30, 2026. The post-split amounts give effect to both the August Reverse Stock Split and the Reverse Stock Split.
(2)	The pre-split amounts represent the amounts reported in the Company’s Quarterly Report on Form 10-Q filed on May 14, 2026. The post-split amounts give effect to both the August Reverse Stock Split and the Reverse Stock Split.
(3)	The pre-split amounts represent the amounts reported in the Company’s Quarterly Report on Form 10-Q filed on August 14, 2026. The post-split amounts give effect to both the August Reverse Stock Split and the Reverse Stock Split.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 23, 2026.
99.1		Unaudited pro forma condensed combined financial information
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.