Glucotrack 股东批准 White Lion ELOC 与过桥票据逾20%摊薄发行，权证修订同步扫清行权障碍

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EX-4.1
2
ex4-1.htm
EX-4.1
Exhibit
4.1
AMENDMENT
NO. 1 TO WARRANT TO PURCHASE COMMON STOCK
This
AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK, dated as of September 14, 2026 (this “
Amendment
”), amends that
certain WARRANT TO PURCHASE COMMON STOCK (the “
Warrant
”), dated as of August 4, 2026, issued by Glucotrack, Inc.,
a Delaware corporation (the “
Company
”), for the benefit of , the registered holder thereof or its permitted assigns
(“
Holder
”). The Company and Holder are referred to collectively herein as the “
Parties
.” Capitalized
terms used but not otherwise defined herein shall have the meanings set forth in the Warrant.
WITNESSETH:
WHEREAS
,
pursuant to and in accordance with
Section 9
of the Warrant, the Warrant may be amended with the written consent of the Company
and the Holder; and
WHEREAS
,
in order to comply with Nasdaq listing requirements, the Company and the Holder desire to amend the Warrant as set forth herein.
NOW,
THEREFORE
, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy
of which is hereby acknowledged, the Parties agree as follows:
Section
1.
Amendment to the Warrant
.
Section
1 of the Warrant is hereby amended by adding a new Section 1(i) immediately following Section 1(h) thereof as follows:
“(i)
Stockholder Approval
. Notwithstanding anything to the contrary contained in this Warrant, the Holder shall not be entitled to
exercise this Warrant, in whole or in part, and the Company shall not effect any exercise of this Warrant or issue any Warrant Shares
pursuant thereto, unless and until the Company has obtained the approval of its stockholders for the issuance of all Warrant Shares issuable
pursuant to this Warrant in accordance with Nasdaq Listing Rule 5635(d) and any other applicable rules of The Nasdaq Stock Market LLC
(“
Stockholder Approval
”).”
Section
2.
No Other Amendments
. Each reference to “this Warrant,” “hereunder,” “hereof” and other
similar references set forth in the Warrant and each reference to the Warrant in any other agreement, document or other instrument shall,
in each case, refer to the Warrant as modified by this Amendment. Except as and to the extent expressly modified by this Amendment, the
Warrant is not otherwise being amended, modified or supplemented and shall remain in full force and effect and is hereby in all respects
ratified and confirmed, and the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power
or remedy of any party under the Warrant.
Section
3.
Miscellaneous Provisions
. Sections 8 through 16 of the Warrant shall apply to this Amendment
mutatis mutandis
.
[
Signature
Page Follows
]
IN
WITNESS WHEREOF
each Party has hereunto caused this Amendment to be duly executed on its behalf as of the day and year first above
written.
COMPANY:
GLUCOTRACK,
INC.
By:
Name:
Erik
Emerson
Title:
Chief
Executive Officer
HOLDER:
Name:
[Signature
page to Amendment to Warrant]

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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported):
September 11, 2026
GLUCOTRACK,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-41141
98-0668934
(State
or Other Jurisdiction
(Commission
(IRS
Employer
of
Incorporation)
File
Number)
Identification
No.)
301
Rte. 17 North
,
Ste. 800
,
Rutherford
,
NJ
07070
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code:
(201)
842-7715
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock
GCTK
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging
growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry Into a Material Definitive Agreement.
As
previously disclosed, on August 4, 2026, Glucotrack, Inc. (the “Company”) entered into a securities purchase agreement with
an investor (the “PIPE Purchaser”) for a private placement of securities. At the closing, the Company issued pre-funded warrants
to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and common
stock purchase warrants (the “Common Warrants”) to purchase shares of Common Stock. On September 14, 2026, the Company and
the PIPE Purchaser entered into an amendment to the Common Warrants (the “Amendment”) to provide that the holder shall
not be entitled to exercise a Common Warrant, in whole or in part, and the Company shall not effect any exercise of a Common Warrant
or issue any shares pursuant thereto, unless and until the Company has obtained the approval of its stockholders for the issuance of
all shares issuable pursuant to the Common Warrants in accordance with Nasdaq Listing Rule 5635(d) and any other applicable rules of
The Nasdaq Stock Market LLC.
The
Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description
of the Amendment is qualified in its entirety by reference to the full text thereof.
Item
5.07. Submission of Matters to a Vote of Security Holders.
Summary
of Proposals Submitted to Stockholders
On
September 11, 2026, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the
following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy statement
on Schedule 14A filed with the Securities and Exchange Commission on August 10, 2026, as supplemented by the additional definitive proxy
materials filed on August 21, 2026:
Proposal
1:
The
approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the full issuance of shares of Common Stock, including
the shares issuable under the ELOC Purchase Agreement (as defined below), the commitment shares issuable thereunder, and the shares
issuable upon exercise of the commitment warrant issued in connection therewith, to White Lion Capital, LLC (the “Investor”),
pursuant to that certain common stock purchase agreement, dated July 14, 2026, by and between the Company and the Investor (the “ELOC
Purchase Agreement”), which shares may represent more than 20% of the Company’s issued and outstanding Common Stock as
of the date of the ELOC Purchase Agreement.
Proposal
2:
The
approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the full issuance of shares of Common Stock issuable
upon conversion of the senior secured convertible promissory notes (including the follow-on bridge notes issued on August 4, 2026,
the “Bridge Notes”) and exercise of the common stock purchase warrants (including the follow-on bridge warrants issued
on August 4, 2026, the “Bridge Warrants”) issued to certain investors (the “Bridge Investors”) pursuant to
that certain securities purchase agreement, dated July 14, 2026, by and between the Company and the Bridge Investors, as supplemented
by a joinder dated August 4, 2026 (the “Purchase Agreement”), which shares may represent more than 20% of the Company’s
issued and outstanding Common Stock as of the date of the Purchase Agreement.
Proposal
3:
The
adoption and approval of a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if it was determined by the Company that more time was necessary or appropriate to approve Proposals 1 or 2,
or to constitute a quorum at the Special Meeting (the “Adjournment Proposal”).
Voting
Results
On
the record date, there were 10,578,822 shares of Common Stock issued and outstanding. Of the 10,578,822 votes that were eligible to be
cast by the holders of the Common Stock at the Special Meeting, 3,661,960 votes, or approximately 34.61% of the total, were represented
at the Special Meeting in person or by proxy, constituting a quorum. The number of votes cast for and against, as well as the
number of abstentions, with respect of each proposal presented at the Special Meeting is set forth below:
Proposal
1: Nasdaq Stock Issuance (ELOC) Proposal.
The
Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common
Stock, including the shares issuable under the ELOC Purchase Agreement, the commitment shares issuable thereunder, and the shares issuable
upon exercise of the commitment warrant issued in connection therewith, to White Lion Capital, LLC. The votes regarding this proposal
were as follows:
Votes
For
Votes
Against
Abstentions
3,101,374
228,374
332,212
Proposal
2: Nasdaq Stock Issuance (Bridge Financing) Proposal.
The
Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of shares of Common
Stock issuable upon conversion of the Bridge Notes and exercise of the Bridge Warrants issued to the Bridge Investors pursuant to the
Purchase Agreement. The votes regarding this proposal were as follows:
Votes
For
Votes
Against
Abstentions
3,106,894
226,850
328,216
Proposal
3: Adjournment Proposal.
As
there were sufficient votes to approve Proposals 1 and 2, the Adjournment Proposal was not presented to the Company stockholders.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
4.1
Form of Amendment No. 1 to Common
Warrant, dated September 14, 2026
104
Cover
Page Interactive Data File (embedded within the inline XBRL document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
September 14, 2026
GLUCOTRACK,
INC.
By:
/s/
Erik Emerson
Name:
Erik
Emerson
Title:
Chief
Executive Officer