Glucotrack sells secured convertible notes and warrants, with Dawson James as placement agent

The notes and warrants

Glucotrack, Inc. entered into a Securities Purchase Agreement dated as of October 22, 2026, with the investors named on its signature pages. The company relies on the private placement exemption in Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D.

The company agreed to sell each investor a senior secured convertible promissory note in a single tranche, along with warrants. The principal amount of each note includes an original issue discount of 22%. That discount is not funded. It is deemed fully earned at closing and does not reduce the principal amount, so repayment exceeds the cash invested. The notes bear interest at 8% a year and mature 9 months from the closing date. The company's obligations rank senior in payment to any later indebtedness. Each investor's funding amount and note principal sit on signature pages that the exhibit text does not reproduce.

Dilution limits and the existing equity line

The shares issuable under the agreement, the notes and the warrants are capped at 19.99% of the common shares outstanding immediately before signing. The agreement says the cap is meant to comply with the stockholder approval requirements of Nasdaq Listing Rule 5635(d). It falls away if stockholders approve issuances above it. In its representations, the company says 2,368,237 shares of common stock were issued and outstanding on the date of the agreement.

A separate Maximum Percentage of 4.9% limits how much stock an investor may hold, which the investor may raise to 9.9% on written notice. The agreement defines a Required Minimum as 500% of the maximum number of shares issued or potentially issuable under the transaction documents. It defines a Capital Event as an amendment that either raises authorized share capital or implements a reverse stock split.

The agreement defines deadlines counted from the closing date: 10 days for filing a resale registration statement, 30 days for the initial proxy, 45 days for the registration to be effective and 90 days for the stockholder meeting.

The agreement refers to an existing equity line of credit under which the company may sell shares to a counterparty over time at a future determined price or price formula. It does not name that counterparty. Shares sold under the line are exempted securities for most purposes, but for the notes any such issuance at a price per share below the then-applicable conversion price falls within the dilution adjustment provisions of the note.

Security, banks and what is not named

The Joinder and Consent is dated as of the closing date and is signed by the company, the investors, the Collateral Agent and the Requisite Holders under the existing Security Agreement. That Security Agreement is dated as of July 14, 2026, and names White Lion Capital LLC as collateral agent. Under the joinder, the investors become Secured Parties, the notes are secured on a pari passu basis with the other obligations, and the existing secured parties consent. Under that Security Agreement the company granted a security interest in substantially all of its assets. The agreement does not name the investors.

The agreement defines the Placement Agent as Dawson James Securities, Inc. The exhibit text gives no fee for the placement agent, names no underwriter and no legal counsel for the company or the agent, and states no use of proceeds.

The company's financial position

Research and development expense was $9.8 million for 2025, against $9.5 million for 2024. The net loss was $19.4 million for 2025, compared with $22.6 million for 2024. Cash used in operations was $15.2 million in 2025, up from $12.5 million in 2024.

Cash is the constraint. Year-end cash and cash equivalents were $7.4 million for 2025, according to a 10-Q filed August 14, 2026, and $5.6 million for 2024. At June 30, 2026, cash and cash equivalents were $1.1 million, according to the company's 10-Q.

What comes next

The agreement adds secured, discounted debt due in 9 months for a company that reported $1.1 million of cash and cash equivalents at June 30, 2026. It also sets short deadlines after closing for a registration statement and a stockholder meeting.

Report an error

Companies in this story

GCTKGlucotrack, Inc.NASDAQ · United StatesOpen the starter desk