Glucotrack amends White Lion equity line with commitment shares

The amendment

Glucotrack, Inc. (NASDAQ: GCTK) entered into Amendment No. 1 on August 7, 2026 to a Common Stock Purchase Agreement dated July 14, 2026 with White Lion Capital, LLC, which the filing calls the Investor. The company reported the amendment in a Form 8-K dated August 7, 2026 and filed on August 10, 2026. The amendment changes Section 6.4(a) of the original agreement.

Under the amended terms, the company will issue 2,505,513 shares of common stock to the Investor as commitment shares within one business day after the resale registration statement becomes effective. The number of commitment shares is calculated by dividing a commitment fee of $1,000,000 by the Minimum Price, a term defined in the purchase agreement. The filing does not restate that defined term, so the value of the Minimum Price is not stated in this report.

How the true-up works

The amendment adds a new Section 6.4(b). It provides that if the Commitment Fee Price, another term defined in the agreement, is less than the Minimum Price, the company will owe the Investor a True-Up Amount. That amount equals $1,000,000 minus the product of 2,505,513 multiplied by the Commitment Fee Price. The company must pay the True-Up Amount within 120 days after the Measurement Date, which is also defined in the agreement.

No payment is owed if the Commitment Fee Price equals or exceeds the Minimum Price. Except as the amendment changes it, all other terms of the purchase agreement remain in full force and effect, according to the filing.

Securities exemption and filing items

The company said the commitment shares will be issued under the exemptions from registration requirements of the Securities Act of 1933 afforded by Section 4(a)(2) of that Act and Rule 506(b) of Regulation D. The amendment is filed as Exhibit 10.1 to the Form 8-K. The report covers two Form 8-K items. Item 1.01 covers entry into a material definitive agreement, and Item 3.02 covers unregistered sales of equity securities. The company incorporated the Item 1.01 description into its Item 3.02 disclosure by reference. The Form 8-K was signed by Erik Emerson, Chief Executive Officer, and dated August 10, 2026. The cover page lists Glucotrack as a Delaware corporation with principal executive offices at 301 Route 17 North, Suite 800, Rutherford, New Jersey, and its common stock registered on The Nasdaq Stock Market LLC under the symbol GCTK.

Banks and advisors

The filing names no underwriter or placement agent for this transaction. It names White Lion Capital, LLC as the Investor and does not name counsel to the company or to the Investor.

Financial position

The company's annual report, filed March 30, 2026, shows research and development expense of $9.8 million for 2025, compared with $9.5 million for 2024. It reports a net loss of $19.4 million for 2025 and $22.6 million for 2024. Cash used in operations was $15.2 million for 2025 and $12.5 million for 2024. Year-end cash and cash equivalents were $5.6 million at December 31, 2024.

The risks ahead

The company is paying White Lion in stock for access to an equity line, and the 2,505,513 commitment shares dilute existing holders as soon as they are issued. The amendment also adds a cash exposure: if the Commitment Fee Price falls below the Minimum Price, the company owes a True-Up Amount in cash within 120 days after the Measurement Date. Because the filing does not state the Minimum Price, a reader cannot tell from it how likely a payment is. It also gives no date for the registration statement to become effective and no total size for the equity line.

The cash position is thin. The annual report shows a 2025 net loss of $19.4 million and cash used in operations of $15.2 million, against year-end 2024 cash and cash equivalents of $5.6 million.

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