Glucotrack, Inc. Files 8-K with Key Agreements and Disclosures

TL;DR

Glucotrack filed an 8-K on 12/29/25 covering material agreements, equity sales, and financials.

AI Summary

Glucotrack, Inc. filed an 8-K on December 29, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The filing also includes financial statements and exhibits. The company, formerly known as Integrity Applications, Inc., is incorporated in Delaware and headquartered in Rutherford, NJ.

Why It Matters

This 8-K filing provides crucial updates on Glucotrack's material agreements and financial status, which could impact investor decisions and the company's strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate actions or financial needs that carry inherent risks.

Key Players & Entities

• Glucotrack, Inc. (company) — Registrant
• Integrity Applications, Inc. (company) — Former Company Name
• December 29, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Rutherford, NJ (location) — Business Address City and State

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share GCTK The Nasdaq Stock Mar
• $3.87 — "Common Stock"), at a purchase price of $3.87 per Pre-Funded Warrant less the exercis
• $4.0 m — the Private Placement of approximately $4.0 million, before deducting estimated place
• $4.257 — arrant Shares") at an exercise price of $4.257 per share (the "Placement Agent Warrant

Filing Documents

• form8-k.htm (8-K) — 67KB
• ex4-1.htm (EX-4.1) — 122KB
• ex4-2.htm (EX-4.2) — 124KB
• ex4-3.htm (EX-4.3) — 134KB
• ex10-1.htm (EX-10.1) — 304KB
• ex10-2.htm (EX-10.2) — 190KB
• ex10-3.htm (EX-10.3) — 29KB
• ex10-4.htm (EX-10.4) — 72KB
• ex99-1.htm (EX-99.1) — 15KB
• ex99-1_001.jpg (GRAPHIC) — 14KB
• 0001493152-25-029791.txt ( ) — 1443KB
• gctk-20251229.xsd (EX-101.SCH) — 3KB
• gctk-20251229_lab.xml (EX-101.LAB) — 33KB
• gctk-20251229_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Private Placement On December 29, 2025, Glucotrack, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with an investor (the "Investor") for a private placement of securities (the "Private Placement"). The closing of the Private Placement occurred on December 31, 2025 (the "Closing" and such date, the "Closing Date"). At the Closing, the Company issued 1,033,591 pre-funded warrants (the "Pre-Funded Warrants") to purchase 1,033,591 shares (the "Pre-Funded Warrant Shares") of common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $3.87 per Pre-Funded Warrant less the exercise price per Pre-Funded Warrant of $0.001 per share, and (ii) common warrants to purchase 2,067,182 shares (the "Common Warrant Shares" and together with the Pre-Funded Warrant Shares, the "Warrant Shares") of Common Stock. The Company received aggregate gross proceeds from the Private Placement of approximately $4.0 million, before deducting estimated placement agent commissions and expenses in connection with the Private Placement, which are payable by the Company. The Securities Purchase Agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Investor, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties. The Company agreed to use the net proceeds from the Private Placement for general corporate purposes. The Securities Purchase Agreement is governed by the laws of the State of New York. The Company also ag

01 . Regulation FD Disclosure

Item 7.01 . Regulation FD Disclosure. On December 30, 2025, the Company issued a press release announcing the pricing of the Private Placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Common Warrant 4.3 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 10.3 Form of Lock-Up Agreement 10.4 Placement Agency Agreement, dated December 29, 2025, by and between the Company and Curvature Securities, LLC 99.1 Press Release, dated December 30, 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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. Date: December 31, 2025 GLUCOTRACK, INC. By: /s/ Paul Goode Name: Paul Goode Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR