Glucotrack adds $3,500,000 to secured convertible bridge financing

Glucotrack, Inc., a Delaware corporation based in Rutherford, New Jersey, entered into follow-on financing agreements on August 4, 2026, according to an 8-K filed on August 5, 2026. New investors joined its existing bridge financing and agreed to invest $3,500,000. In exchange they received senior secured convertible notes with an aggregate face amount of $4,487,179, reflecting a 22% original issue discount. The follow-on notes were issued under the same Securities Purchase Agreement and security agreement as the original bridge notes.

The original bridge financing was agreed on July 14, 2026 with existing investors and raised gross proceeds of approximately $4.45 million. The requisite holders of the existing bridge notes consented to the follow-on and to the interim private placement, and they waived provisions of the bridge documents that those financings would otherwise trigger. The filing names no placement agent, underwriter or financial advisor for either financing.

The follow-on notes

The follow-on notes bear interest at 8% a year on outstanding principal and mature nine months from July 14, 2026. After an event of default, the principal and any past-due interest bear interest at 18% a year until paid in full. The notes are secured by a first-priority security interest in the assets of the company and its subsidiaries, excluding the Operating Sub Assets defined in the existing agreement, on the same basis as the bridge notes.

The notes cannot convert until stockholders approve the issuance under Nasdaq Listing Rule 5635(d). After that approval, the conversion price is the lower of the Nasdaq Minimum Price and 80% of the lowest daily volume weighted average price in the 15 trading days before the conversion notice. A floor of 20% of the Nasdaq Minimum Price applies, and the conversion price adjusts for dilutive issuances and change-of-control transactions.

The follow-on warrants let the holders buy shares equal to 125% of the note principal divided by the exercise price. The 8-K puts that amount at $4,375,000 divided by the exercise price. The warrants cannot be exercised until stockholder approval. After approval, the exercise price is $35,000,000 divided by the number of outstanding common shares, with a floor of 20% of the Nasdaq Minimum Price. The floor resets if the volume-weighted average price stays below it for ten consecutive trading days. The exercise price therefore depends on the company's share count, which the 8-K does not give.

The interim private placement

On the same day, the company signed a securities purchase agreement with one investor for an interim private placement. At closing it issued 2,666,667 pre-funded warrants at $0.75 per warrant, less an exercise price of $0.0001 per share, and common warrants for 2,666,667 shares at an exercise price of $1.50 a share. Aggregate gross proceeds were $2,000,000. The pre-funded warrants can be exercised at any time and do not expire until exercised in full. The common warrants run for five years, are exercisable immediately, and have a floor price of 20% of the closing price on the date of issuance. The company must file a resale registration statement within 30 calendar days and use commercially reasonable efforts to have it declared effective within 60 calendar days, or 90 calendar days after a full SEC review.

Losses, cash and dilution

Research and development expense was $9.8 million in 2025, against $9.5 million in 2024. The net loss was $19.4 million in 2025, against $22.6 million in 2024. Cash used in operations was $15.2 million in 2025, up from $12.5 million in 2024. Year-end 2024 cash and cash equivalents were $5.6 million. These annual figures come from the 10-K filed March 30, 2026.

Against $15.2 million of operating cash use in 2025, the company is taking $3,500,000 of new bridge money on notes that cannot convert until stockholders vote, and $2,000,000 from the interim placement. The bridge warrants carry an exercise price that depends on the share count, with a floor tied to Nasdaq's minimum price, while the interim placement's common warrants are priced at $1.50 a share. The 8-K does not give the number of shares outstanding, so it does not show how many shares the notes and warrants could add.

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