GlucoTrack amends note exchange terms, changes minimum price calculation date

GlucoTrack, Inc. filed an amended Current Report on Form 8-K on July 29, 2026, updating an exchange agreement originally reported on July 27, 2026. The amendment states that the filing updates the description of the material terms of the Exchange Agreement to reflect terms that supersede and replace in their entirety the original exchange agreement dated July 22, 2026, and files the new Exchange Agreement as Exhibit 10.1.¹

The underlying transaction concerns a promissory note issued to an investor. On July 24, 2026, the Company entered into the Exchange Agreement with an investor relating to an existing promissory note issued on September 12, 2025, in the original principal amount of $3,600,000, subsequently reduced by $600,000 under an April 13, 2026 exchange agreement, and further reduced by $988,000 under an April 29, 2026 exchange agreement.¹ Under the Exchange Agreement, the Company and the Investor partitioned a new promissory note in the original principal amount of $900,000, the Partitioned Note, from the Original Note.¹

The key change from the original filing involves how share pricing is calculated. In the amended version, the number of Exchange Shares issuable is calculated by dividing the original principal amount of the Partitioned Note by the Minimum Price, equal to the lower of the Nasdaq Official Closing Price immediately preceding execution of the Exchange Agreement, or the arithmetic average of the five Nasdaq Official Closing Prices immediately preceding execution of the Exchange Agreement.¹ This differs from the original 8-K, which had calculated the Minimum Price based on each individual exchange request rather than the agreement's execution date.

The amendment adds a delivery deadline: the Exchange Shares shall be delivered to the Investor on or before August 31, 2026.¹ Share issuance remains subject to a beneficial ownership limitation restricting the Investor and its affiliates from exceeding 9.99% of outstanding common stock.¹ The Partitioned Note was issued under a private placement exemption, and the Exchange Shares are being issued under a separate registration exemption with no additional consideration or commissions involved.¹