Glucotrack 提交 8-K/A 第二号修订，仅更新并购及1拆15并股后的备考财务报表，无新增事项

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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 2
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported):
July 9, 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, par value $0.001 per share
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. ☐
Explanatory
Note
This
Amendment No. 2 (this “Amendment”) to the Current Report on Form 8-K originally filed by Glucotrack, Inc., a Delaware corporation
(the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on July 15, 2026 (as amended by
the Form 8-K/A filed on August 28, 2026, the “Original Report”), is being filed solely to update the unaudited pro forma
financial statements provided in the Original Report to reflect the 1-for-15 reverse stock split of the Company’s issued and outstanding
common stock, which became effective on August 28, 2026 at 4:30 p.m. Eastern Time.
This
Amendment does not reflect any events occurring after the filing of the Original Report and does not amend or update any disclosures
contained therein, except as expressly provided herein.
Item
9.01 Financial Statements and Exhibits.
(b)
Pro Forma Financial Information
●
The
unaudited pro forma combined balance sheet of the Company and Lokahi Therapeutics Inc. (“Lokahi”) as of June 30, 2026
has been prepared to reflect the effects of the merger between the Company and Lokahi (the “merger”) as if it occurred
on June 30, 2026 and give effect to the 1-for-15 reverse stock split that became effective on August 28, 2026. The unaudited pro
forma combined statements of operations for the Company and Lokahi for the year ended December 31, 2025, and the six months ended
June 30, 2026, assume the merger closed on January 1 of the respective year and also reflect the reverse stock split. These financial
statements are included as Exhibit 99.1 hereto and incorporated herein by reference.
(d)
Exhibits
Exhibit
No.
Description
99.1
Unaudited pro forma condensed combined financial information
104
Cover
Page Interactive Data File (embedded within the inline XBRL document)
SIGNATURE
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.
Glucotrack,
Inc.
Date:
October 13, 2026
By:
/s/
Erik Emerson
Name:
Erik
Emerson
Title:
Chief
Executive Officer

----- ex99-1.htm -----
EX-99.1
2
ex99-1.htm
EX-99.1
Exhibit
99.1
unaudited
pro forma financial information
On
July 14, 2026 (the “Closing Date”), Glucotrack, Inc., a Delaware corporation (“Glucotrack”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Glucotrack Merger Sub, Inc., a Nevada corporation (“Merger
Sub”), Lokahi Therapeutics, Inc., a Nevada corporation (“Lokahi”), Glucotrack Technologies Inc. (“Operating Sub”),
and Paul V. Goode, solely in his capacity as representative for the Operating Sub (the “Operating Sub Representative”). The
transactions contemplated by the Merger Agreement are referred to herein as the “Transactions” and the closing of the Transactions
is referred to herein as the “Closing”.
Pursuant
to the terms and conditions of the Merger Agreement, immediately prior to the Closing, articles of merger (the “Articles of Merger”)
were filed with the Secretary of State of the State of Nevada (such time of the filing of the Articles of Merger, the “Effective
Time”), in accordance with the Nevada Revised Statutes (the “NRS”). Pursuant to the Articles of Merger, Merger Sub
was merged with and into Lokahi (the “Merger”), with Lokahi surviving the Merger. As a result of the Merger, Lokahi became
a direct wholly owned subsidiary of Glucotrack. At the Effective Time, all of the property, rights, privileges, powers and franchises
of Lokahi and Merger Sub vested in Lokahi and all of the debts, liabilities and duties of Lokahi and Merger Sub became the debts, liabilities
and duties of Lokahi. The Closing occurred simultaneously with the execution and delivery of the Merger Agreement on the Closing Date.
The
following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation
S-X and is presented for illustrative purposes only. The unaudited pro forma condensed combined balance sheet gives effect to the merger
between Glucotrack and Lokahi as if the transaction had occurred on June 30, 2026. The unaudited pro forma condensed combined statements
of operations for the year ended December 31, 2025, and for the six months ended June 30, 2026, give effect to the transaction as if
it had occurred on the first day of the respective periods presented.
The
unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the historical
financial statements and related notes of Glucotrack and Lokahi as well as the other financial information included elsewhere in this
filing. The pro forma adjustments reflected herein are based upon available information and assumptions that management believes are
reasonable under the circumstances.
The
unaudited pro forma condensed combined financial information is not necessarily indicative of what the combined company’s financial
position or results of operations would have been had the transaction been completed on the dates assumed. In addition, the unaudited
pro forma condensed combined financial information is not intended to project the future financial position or operating results of the
combined company following completion of the transaction.
All
references to shares of common stock and per share amounts  in these unaudited pro forma financial statements reflect a 1-for-15
reverse stock split of Glucotrack’s issued and outstanding common stock, which became effective on August 28, 2026 at 4:30 p.m.
Eastern Time.
Unaudited
Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2026
Glucotrack
Historical
Lokahi
Historical
Transaction
Accounting
Adjustments
Pro
Forma
Combined
Revenue
$
—
$
—
$
—
$
—
Operating
expenses:
General
and administrative
3,455,000
4,097,726
—
7,552,726
Research
and development expenses
4,148,000
1,860,886
—
6,008,886
Total
operating expenses
7,603,000
5,958,612
—
13,561,612
Loss
from operations
(7,603,000
)
(5,958,612
)
—
(13,561,612
)
Other
income (expense)
Interest
expense
—
(2,161,232
)
(737,564
)(e)
(2,898,796
)
Change
in fair value of derivative liabilities
1,000
—
—
1,000
Loss
on issuance of convertible notes
—
—
(2,716,171
)(f)
(2,716,171
)
Other
income (expense), net
(546,000
)
21,757
—
(524,243
)
Total
other income (expense)
(545,000
)
(2,139,475
)
(3,453,735
)
(6,138,210
)
Net
loss
$
(8,148,000
)
$
(8,098,087
)
$
(3,453,735
)
$
(19,699,822
)
Other
comprehensive income:
Foreign
currency translation adjustment
11,000
—
—
11,000
Comprehensive
loss for the period
$
(8,137,000
)
$
(8,098,087
)
$
(3,453,735
)
$
(19,688,822
)
Net
loss per share – basic and diluted
(d)(g)
$
(65.77
)
Weighted
average common shares outstanding – basic and diluted
(d)(g)
299,517
(d)
Pro forma weighted average shares outstanding consist of Glucotrack’s historical weighted average shares outstanding plus the common
stock issued in the Merger, deemed outstanding from January 1, 2026. The Series A convertible preferred stock is excluded as its effect
would be anti-dilutive. Lokahi historical shares were exchanged in the Merger and are not included.
(e)
Reflects pro forma interest expense on the Bridge Notes of $737,564, comprising the 8% simple coupon as if the Bridge Notes had been
outstanding for the entire period ($228,205) and issuance costs of $509,359 expensed at closing.
(f)
Reflects the nonrecurring day-one loss of $2,716,171 on the Bridge Financing, representing the excess of the fair value of the Bridge
Notes ($6,436,867) and Bridge Warrants ($729,304) over the gross proceeds of $4,450,000.
(g)
Reflects a 1-for-15 reverse stock split of Glucotrack common stock.
Unaudited
Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2025
Glucotrack
Historical
Lokahi
Historical
Transaction
Accounting
Adjustments
Pro
Forma
Combined
Revenue
$
—
$
—
$
—
$
—
Operating
expenses:
General
and administrative
6,277,000
7,173,299
—
13,450,299
Research
and development expenses
9,813,000
1,632,416
—
11,445,416
Total
operating expenses
16,090,000
8,805,715
—
24,895,715
Loss
from operations
(16,090,000
)
(8,805,715
)
—
(24,895,715
)
Other
income (expense)
Interest
income (expense), net
—
36,030
—
36,030
Change
in fair value of derivative and warrant liabilities
(3,267,000
)
22,377
—
(3,244,623
)
Other
income (expense), net
26,000
—
—
26,000
Finance
income (expense), net
(57,000
)
—
—
(57,000
)
Total
other income (expense)
(3,298,000
)
58,407
—
(3,239,593
)
Net
loss
$
(19,388,000
)
$
(8,747,308
)
$
—
$
(28,135,308
)
Net
loss per share – basic and diluted
(d)(e)
$
(236.97
)
Weighted
average common shares outstanding – basic and diluted
(d)(e)
118,729
(d)
Pro forma weighted average shares outstanding consist of Glucotrack’s historical weighted average shares outstanding plus the common
stock issued in the Merger, deemed outstanding from January 1, 2025. The Series A convertible preferred stock is excluded as its effect
would be anti-dilutive. Lokahi historical shares were exchanged in the Merger and are not included.
(e)
Reflects a 1-for-15 reverse stock split of Glucotrack common stock.
Unaudited
Pro Forma Condensed Combined Balance Sheet as of June 30, 2026
Glucotrack
Historical
Lokahi
Historical
Transaction
Accounting
Adjustments
Pro
Forma
Combined
ASSETS
Current
assets:
Cash
and cash equivalents
$
1,124,000
$
53,186
$
9,440,641
(e)(f)(g)
$
10,617,827
Prepaid
expenses
—
2,235,997
—
2,235,997
Other
current assets
257,000
—
—
257,000
Total
current assets
1,381,000
2,289,183
9,440,641
13,110,824
Operating
lease right-of-use asset, net
19,000
156,162
—
175,162
Property
and equipment, net
95,000
51,929
—
146,929
In-process
research and development and other identified intangible assets
—
—
25,400,000
(a)
25,400,000
Goodwill
—
—
14,668,103
(a)
14,668,103
Total
assets
$
1,495,000
$
2,497,274
$
49,508,744
$
53,501,018
LIABILITIES
AND STOCKHOLDERS’ EQUITY
Current
liabilities:
Accounts
payable and accrued expenses
$
1,116,000
$
2,436,147
$
—
$
3,552,147
Accrued
interest
—
1,140,350
—
1,140,350
Notes
payable – related party
—
500,100
—
500,100
Notes
payable, net
1,692,000
5,000,000
—
6,692,000
Convertible
notes at fair value
—
—
11,738,734
(e)(f)
11,738,734
Operating
lease liability
19,000
59,523
—
78,523
Other
current liabilities
161,000
—
—
161,000
Total
current liabilities
2,988,000
9,136,120
11,738,734
23,862,854
Long-term
portion of operating lease liability
101,873
—
101,872
Loans
from stockholders
248,000
—
—
248,000
Warrant
liability
—
—
1,090,165
(e)(f)
1,090,165
Total
liabilities
3,236,000
9,237,993
12,828,899
25,302,892
Stockholders’
equity:
Series
A convertible preferred stock, $0.001 par value
—
—
46
(b)(h)
46
Common
stock
6,000
1,000
(6,523)
(b)(c)(h)
477
Additional
paid-in capital
158,187,000
2,057,513
33,275,348
(b)(c)(g)(h)
193,519,861
Accumulated
other comprehensive income
52,000
—
—
52,000
Accumulated
deficit
(159,986,000
)
(8,799,232
)
3,410,974
(c)(e)(f)
(165,374,258
)
Total
stockholders’ equity
(1,741,000
)
(6,740,719
)
36,679,846
28,198,127
Total
liabilities and stockholders’ equity
$
1,495,000
$
2,497,274
$
49,508,744
$
53,501,018
(a)
Represents the preliminary purchase price allocation for the Merger, reflecting the recognition of $25,400,000 of in-process research
and development and other identified intangible assets and $14,668,103 of goodwill of Lokahi. See Note 2.
(b)
Represents the fair value of the common stock and Series A convertible preferred stock issued to former Lokahi stockholders as merger
consideration. See Note 2.
(c)
Represents the elimination of the historical equity of Lokahi (common stock, additional paid-in capital and accumulated deficit).
(d)
The $5.0 million bridge loan to Lokahi, related accrued interest and associated fees are already reflected in Lokahi’s June 30,
2026 historical balances, and goodwill has been computed using Lokahi’s June 30, 2026 net book values.
(e)
Represents the Bridge Financing described in Note 3: net cash proceeds of $3,940,641, with the Bridge Notes recorded at fair value of
$6,436,867, the liability-classified Bridge Warrants recorded at fair value of $729,304, and the related day-one loss of $2,716,171 and
issuance costs of $509,359 charged to accumulated deficit.
(f)
Represents the follow-on bridge financing described in Note 3: net cash proceeds of $3,500,000, with the additional Bridge Notes recorded
at fair value of $5,301,867, the liability-classified additional Bridge Warrants recorded at fair value of $360,861, and the related
day-one loss of $2,162,728 charged to accumulated deficit.
(g)
Represents the Interim PIPE described in Note 3. $2,000,000 gross proceeds issued in prefunded warrants at $11.25  per share.
(h)
Reflects a 1-for-15 reverse stock split of Glucotrack common stock. Par value remains $0.001 per share; the resulting reduction in the
aggregate par value of common and preferred stock is reclassified to additional paid-in capital. Total stockholders’ equity is
unchanged.
notes
to the unaudited pro forma financial information
Note
1 Basis of Presentation
The
unaudited condensed combined pro forma financial information has been prepared to illustrate the effect of the merger between Glucotrack
and Lokahi which closed on July 14, 2026 (the “Acquisition Date”). The merger is accounted for as an acquisition of Lokahi
by Glucotrack using the acquisition method. Accordingly, the assets and liabilities of Lokahi are remeasured at fair value at the Acquisition
Date. The unaudited condensed combined balance sheet assumes the merger closed on June 30, 2026. The unaudited condensed combined statements
of operations for the year ended December 31, 2025, and the six months ended June 30, 2026, assume the merger closed on January 1 of
the respective year.
This
unaudited condensed combined pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X and has
been condensed. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States
have been condensed or omitted. This unaudited condensed combined pro forma financial information should be read in conjunction with
the audited and unaudited financial statements of Glucotrack and Lokahi included elsewhere.
Note
2 Acquisition Accounting
Each
share of common stock of Lokahi issued and outstanding prior to the merger was entitled to receive a proportionate share of the merger
consideration consisting of (A) shares of common stock of Glucotrack equal to an aggregate of 19.99% of the total number of shares Glucotrack
common stock issued and outstanding immediately prior to the merger and (B) shares of Series A convertible preferred stock, par value
$0.001 per share of Glucotrack such that the holders of existing Lokahi stock collectively hold 90% of the total issued and outstanding
equity of Glucotrack. The consideration was valued using the closing price of Glucotrack common stock on July 14, 2026, of $6.261 on
an as-if-converted basis for the Series A preferred stock. The total equivalent number of common shares to be issued was 5,323,013, after
giving effect to the 1-for-15 reverse stock split. The aggregate value of the consideration transferred was $33,327,384.
The
purchase price was allocated to the fair value of the Lokahi assets acquired, including identified intangible assets, and the liabilities
assumed as follows:
Current
assets
$
2,289,183
Property,
equipment and assets under operating leases
208,091
In-process
research and development and other identified intangible assets
25,400,000
Goodwill
14,668,103
Less
liabilities assumed
(9,237,993
)
Fair
value of net assets acquired
$
33,327,384
Total
common equivalent shares issued
5,323,013
Quoted
price of Glucotrack common stock
$
6.261
Fair
value of consideration transferred
$
33,327,384
Note
3 Financing transactions
In
connection with the Merger, Glucotrack entered into a securities purchase agreement, dated July 14, 2026 (the “Purchase Agreement”),
with certain investors (the “Bridge Investors”), pursuant to which Glucotrack agreed to issue senior secured convertible
promissory notes for gross proceeds of approximately $4.45 million (the “Bridge Notes”) and common stock purchase warrants
(the “Bridge Warrants” and, together with the Notes, the “Bridge Securities”) (such transactions, the “Bridge
Financing”). $5,705,128 face senior secured convertible notes and freestanding warrants issued 7/14/2026 for gross proceeds of
$4,450,000 (22% OID, 8% simple coupon, maturity 4/14/2027), less issuance costs of $509,359 expensed at closing (net cash $3,940,641).
Notes recorded at fair value of $6,436,867 using the fair value option. Liability-classified warrants at fair value of $729,304; day-one
loss of $2,716,171 plus issuance costs charged to accumulated deficit.
On
August 4, 2026, Glucotrack issued additional senior secured convertible promissory notes with an aggregate face amount of $4,487,180
and additional common stock purchase warrants to select investors pursuant to the Purchase Agreement, for gross proceeds of $3,500,000
(22% OID, 8% simple coupon, maturity 5/4/2027), with no issuance costs. The additional notes were recorded at fair value of $5,301,867
using the fair value option and the liability-classified additional warrants at fair value of $360,861; the related day-one loss of $2,162,728
was charged to accumulated deficit. The senior secured convertible promissory notes were accompanied by an additional equity financing
of $2,000,000 (“the Interim PIPE”). The interim PIPE consisted of $2,000,000 in proceeds received by the Company issued at
the premium price of $11.25 per share. As consideration the Company issued 177,778  pre-funded warrants to the investor.
On
July 14, 2026, Glucotrack entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with an investor,
pursuant to which Glucotrack has the right, but not the obligation, to require the investor to purchase, from time to time over a three-year
period, up to $50,000,000 of shares of Glucotrack common stock, subject to certain limitations and conditions set forth in the ELOC Purchase
Agreement. Glucotrack has not sold any shares pursuant to the ELOC Purchase Agreement.
Note
4 Pro Forma Adjustments
The
pro forma adjustments reflected on condensed combined balance sheet on June 30, 2026 show the elimination of Lokahi’s historical
equity balances, the issuance of the merger consideration, the purchase price allocation and the bridge financings. The following pro
forma adjustments to the June 30, 2026 balance sheet assume the merger transactions closed on June 30, 2026.
A.
Preliminary
purchase price allocation reflecting in-process research and development and other identified intangible assets of $25,400,000 and
goodwill of $14,668,103
B.
Fair
value of common stock and Series A convertible preferred stock issued to former Lokahi stockholders.
C.
Elimination
of the historical equity of Lokahi.
D.
The
$5.0 million bridge loan to Lokahi, related accrued interest and associated fees are already reflected in Lokahi’s June 30,
2026 historical balances, and goodwill has been computed using Lokahi’s June 30, 2026 net book values.
E.
Reflect
the Bridge financing of $5,705,128 face senior secured convertible notes and freestanding warrants issued 7/14/2026 for gross proceeds
of $4,450,000 (22% OID, 8% simple coupon, maturity 4/14/2027), less issuance costs of $509,359 expensed at closing (net cash $3,940,641).
Notes recorded at fair value of $6,436,867 using the fair value option. Liability-classified warrants at fair value of $729,304;
day-one loss of $2,716,171 plus issuance costs charged to accumulated deficit. Also reflects the follow-on bridge financing of $4,487,180
face senior secured convertible notes and freestanding warrants issued 8/4/2026 for gross proceeds of $3,500,000 (22% OID, 8% simple
coupon, maturity 5/4/2027), with no issuance costs. Notes recorded at fair value of $5,301,867 using the fair value option. Liability-classified
warrants at fair value of $360,861; day-one loss of $2,162,728 charged to accumulated deficit.
F.
Represents
the follow-on bridge financing described in Note 3: net cash proceeds of $3,500,000, with the additional Bridge Notes recorded at
fair value of $5,301,867, the liability-classified additional Bridge Warrants recorded at fair value of $360,861, and the related
day-one loss of $2,162,728 charged to accumulated deficit.
G.
Represents
the Interim PIPE described in Note 3. $2,000,000 gross proceeds issued in prefunded warrants at $11.25 per share.
H.
Reflects
a 1-for-15 reverse stock split of Glucotrack common stock. Par value remains $0.001 per share; the resulting reduction in the aggregate
par value of common and preferred stock is reclassified to additional paid-in capital. Total stockholders’ equity is unchanged.
Note
5 Earnings Per Share (EPS)
Pro
forma earnings per share is calculated using the weighted-average number of shares outstanding, giving effect to the exchange ratio established
in the Merger Agreement. In accordance with reverse acquisition guidance, the number of shares used to calculate historical EPS has been
retroactively recast to reflect the 90% ownership stake held by former Lokahi shareholders. This ensures that the earnings per share
data is comparable across all periods presented and reflects the impact of the shares retained by Glucotrack shareholders and the shares
issued in the Merger as if those shares were outstanding throughout the entire duration of the periods reported.