Business Context and Reporting Period
Company: Glucotrack, Inc. (GCTK)
Filing Type: Form 8-K (Current Report)
Date of Report: September 11, 2025
Event: Entry into a Material Definitive Agreement (Purchase Agreement and Registration Rights Agreement) with Sixth Borough Capital Fund, LP.
Key Financial Metrics and Transaction Terms
- Commitment Amount: Up to $20.0 million in Common Stock.
- Exchange Cap: Limited to 179,792 shares (19.99% of outstanding shares prior to execution), subject to shareholder approval or price-based adjustments.
- Investor Ownership Limit: Investor cannot beneficially own more than 4.99% of outstanding shares.
- Commitment Fee: 1.5% of the total commitment amount ($300,000), payable in cash, shares, or pre-funded warrants at the Company's discretion. Fully earned on the Commencement Date regardless of share purchases.
- Advisory Fee: 1.5% of gross proceeds paid to Dawson James Securities, Inc. for Regular, Add-On, and Intraday Purchases.
- Term: 24-month period beginning on the "Commencement Date" (subject to SEC registration effectiveness).
- Use of Proceeds: Working capital and general corporate purposes.
Material Changes and Pricing Mechanics
The filing details a new At-The-Market (ATM) facility with three distinct purchase mechanisms, each with specific pricing formulas based on Volume Weighted Average Price (VWAP) or closing prices:
- Regular Purchases: Up to 20,000 shares per notice (increasing to 25,000 or 30,000 if stock price exceeds $3.00 or $5.00). Price is 97% of VWAP or average of three lowest closing prices in the prior 10 days.
- Add-On Purchases: Up to 3x Regular Purchase shares or 30% of daily trading volume. Price is 95% of VWAP or average of three lowest closing prices in the prior 10 days.
- Intraday Purchases: Up to 3 notices per day, capped at $1,000,000 daily obligation. Price is 95% of lowest transaction price or prior day's closing price.
Restrictions: The Company is prohibited from entering into other variable or adjustable equity transactions without Investor approval, except for a future ATM facility with Dawson James Securities, Inc.
Guidance, Risks, and Contingencies
- Termination Rights: The Company may terminate the agreement at any time with one business day's notice without penalty. The Investor may terminate if the Registration Statement is not filed timely or if the Commencement Date is not reached by November 27, 2025.
- Registration Requirements: The Company must file a Form S-1 within 15 days and use best efforts to have it declared effective within 45 days.
- Suspension Events: Purchases are suspended during insolvency or bankruptcy proceedings not discharged within 90 days.
- Lock-up Period: If the Commitment Fee is paid in shares, the Investor must hold them for 3 months, with 50% restricted for an additional 3 months (6 months total).
- Short Sale Prohibition: The Investor is prohibited from short selling or hedging the Common Stock during the term.
Investor Verification Checklist
- Verify the effectiveness of the Form S-1 registration statement required to trigger the Commencement Date.
- Monitor the Company's cash position to assess the immediate need for proceeds versus the dilution impact of the 19.99% exchange cap.
- Confirm the method of payment for the $300,000 commitment fee (cash vs. equity) to understand immediate dilution.
- Review the Company's existing equity structure to calculate the precise share count impact of the 4.99% investor ownership limit.
- Check for any subsequent filings regarding the November 27, 2025, deadline for the Commencement Date.