Business Context and Reporting Period
Company: Glucotrack, Inc. (GCTK)
Filing Type: Form 8-K (Current Report)
Date of Report: August 7, 2026
Event: Entry into a material definitive agreement via Amendment No. 1 to the Common Stock Purchase Agreement dated July 14, 2026, with White Lion Capital, LLC.
Key Financial Metrics
This filing does not report standard financial performance metrics such as revenue, profit, cash flow, margins, or total debt. The document focuses exclusively on the terms of a specific financing amendment.
- Commitment Fee Amount: $1,000,000
- Commitment Shares to be Issued: 2,505,513 shares of Common Stock
- Issuance Timing: Within one business day following the effectiveness of the resale registration statement.
Material Changes and Agreement Terms
The Amendment modifies Section 6.4(a) and adds Section 6.4(b) to the ELOC Purchase Agreement regarding the payment of the commitment fee:
- Share Issuance: The Company will issue 2,505,513 shares calculated by dividing the $1,000,000 commitment fee by the Minimum Price.
- True-Up Provision: If the Commitment Fee Price is less than the Minimum Price, the Company owes a "True-Up Amount" equal to $1,000,000 minus the product of 2,505,513 shares multiplied by the Commitment Fee Price.
- Payment Terms: The True-Up Amount must be paid within 120 days following the Measurement Date. No payment is owed if the Commitment Fee Price equals or exceeds the Minimum Price.
Guidance, Risks, and Unusual Items
Unregistered Sales: The issuance of Commitment Shares is made under exemptions from registration requirements under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
Management Commentary: The filing contains no forward-looking guidance, outlook, or management commentary beyond the description of the agreement terms.
Risks: The filing does not explicitly list new risks, though the True-Up provision creates a potential future cash outflow obligation contingent on share price performance.
Investor Verification Checklist
- Verify the definition of "Minimum Price" and "Commitment Fee Price" in the original ELOC Purchase Agreement to assess the likelihood of a True-Up payment.
- Confirm the status of the resale registration statement required for the issuance of the 2,505,513 Commitment Shares.
- Review the full text of Exhibit 10.1 (Amendment No. 1) for any additional covenants or conditions not summarized in the 8-K.
- Assess the dilution impact of the 2,505,513 new shares on existing shareholders.