GlucoTrack Reports Asset Acquisition/Disposition & Equity Sales

TL;DR

**GlucoTrack just completed an acquisition/disposition and sold new shares, signaling big changes!**

AI Summary

GlucoTrack, Inc. filed an 8-K on February 16, 2024, reporting the completion of an acquisition or disposition of assets and unregistered sales of equity securities. The filing indicates a change in the company's name from Integrity Applications, Inc. on December 3, 2010, and lists its business address as 301 Rte 17 North, Ste. 800, Rutherford, NJ 07070. The document also includes financial statements and exhibits related to these events.

Why It Matters

This filing signals significant corporate activity for GlucoTrack, Inc., potentially impacting its financial structure and future operations through asset changes and new equity issuance.

Risk Assessment

Risk Level: medium — The filing mentions both an acquisition/disposition and unregistered sales of equity, which can introduce both opportunities and dilution risks.

Key Players & Entities

• GlucoTrack, Inc. (company) — Registrant
• Integrity Applications, Inc. (company) — Former company name
• February 16, 2024 (date) — Date of earliest event reported and filing date
• December 3, 2010 (date) — Date of name change
• Rutherford, NJ (location) — Company headquarters

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 GCTK The Nasdaq Stock Market LLC (N

Filing Documents

• form8-k.htm (8-K) — 42KB
• ex10-1.htm (EX-10.1) — 88KB
• 0001493152-24-007006.txt ( ) — 317KB
• gctk-20240216.xsd (EX-101.SCH) — 3KB
• gctk-20240216_lab.xml (EX-101.LAB) — 33KB
• gctk-20240216_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): February 16, 2024 GLUCOTRACK, INC. (Exact name of registrant as specified in its charter) Delaware 001-41141 98-0668934 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer 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 (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: 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 GCTK The Nasdaq Stock Market LLC (Nasdaq Capital Market) Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). 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 2.01 Completion of Acquisition or Disposition of Assets On February 13, 2024, GlucoTrack, Inc., a Delaware corporation (the "Company") entered into an Exchange Agreement (the "Exchange Agreement") with certain shareholders (the "Holders"), pursuant to which the Company and the Holders agreed to exchange (the "Exchange") common stock purchase warrants (the "Warrants") owned by the Holders for shares of the Company's common stock, par value $0.001 per share (the "Common Stock") to be issued by the Company. On February 13, 2024, the Company closed the Exchange and issued to the Holders an aggregate of 3,593,203 shares of Common Stock in exchange for 4,381,953 Warrants. The description of the Exchange Agreement set forth herein is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed herewith as Exhibit 10.1. Item 3.02 Unregistered Sales of Equity Securities The information in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The agreement to issue the Common Stock to the Holders was made pursuant to the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Document 10.1* Form of Exchange Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GlucoTrack, Inc. Date: February 16, 2024 By: /s/ Paul Goode Paul Goode Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR