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): 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). |
| † | 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 |
