Glucotrack director resigns, citing possible conflict over merger terms

The resignation

Glucotrack, Inc. (NASDAQ: GCTK) disclosed in a Form 8-K dated September 14, 2026 and filed September 18, 2026 that Paul V. Goode notified the board of directors of his resignation on September 14, 2026. The resignation took effect immediately. The company reported the departure under Item 5.02 of Form 8-K, which covers departures of directors and certain officers. The filing lists September 14, 2026 as the date of the earliest event reported, the day Mr. Goode gave notice.

In his resignation notice, Mr. Goode stated that the basis for his resignation was his conclusion that there is a potential for a conflict of interest between the company and its subsidiary. The conflict relates to ongoing discussions about how the duties, rights and obligations of the relevant entities will be carried out under the merger agreement. Under that agreement, the company completed its business combination with Lokahi Therapeutics, Inc.

The company's response

The company said it gave Mr. Goode a copy of the disclosures in the Form 8-K before filing them with the SEC. It also gave him the opportunity to provide a letter stating whether he agrees with the company's statements under Item 5.02, and, if he does not, the respects in which he disagrees. The company said it will file any such letter it receives as an exhibit to an amendment to the Form 8-K within two business days after receipt.

A copy of Mr. Goode's resignation notice, dated September 14, 2026, is filed as Exhibit 17.1 to the Form 8-K. The Form 8-K is signed by Erik Emerson, Chief Executive Officer, and is dated September 18, 2026.

Why the merger matters here

The filing describes the merger agreement as the instrument under which Glucotrack completed its business combination with Lokahi Therapeutics, Inc. The filing's summary of the notice names the company and its subsidiary as the two entities whose duties and rights are under discussion. The filing does not describe the content of those discussions, and it does not say whether they have been resolved.

Because the disclosure ties the resignation to the implementation of the merger agreement, the question of how the two entities divide their obligations is the subject the filing identifies as the source of the conflict. The filing does not name a replacement director or describe any change to board committees.

Financial position

The annual report for 2025, 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.

The quarterly report filed August 14, 2026 shows cash and cash equivalents of $1.1 million at June 30, 2026.

The risks ahead

A director leaving over a conflict of interest about a merger the company completed in July is a governance warning, and the filing leaves the dispute open. Mr. Goode cites a potential conflict between the company and its subsidiary over how duties, rights and obligations will be carried out under the merger agreement. The filing does not say what the discussions concern, whether they are resolved, or whether the board shares his view. It names no replacement director and states no date for any further board action. The company says it will file any letter from Mr. Goode within two business days of receiving it, so he may yet dispute the company's account.

The financial backdrop is tight. Cash and cash equivalents were $1.1 million at June 30, 2026, while cash used in operations was $15.2 million for 2025 and the net loss was $19.4 million.

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