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Glucotrack, Inc. (GCTK) Form S-1 — Sep 17, 2026

$GCTKForm S-1Filed Sep 17, 2026, 9:20 PM ET0001493152-26-043195Original filing

Glucotrack filed an S-1 registering 43,447,017 resale shares for selling stockholders, equal to roughly 5,442% of its 798,390 shares outstanding. The registration covers shares underlying a $50 million equity line with White Lion Capital, $7.95 million of Bridge convertible notes, a $2 million Interim PIPE, and an $11.6 million September PIPE, with shares outstanding rising to 44,245,407 if fully issued. Existing holders face extreme dilution; the stock trades at $2.45 versus a $5.9868 minimum price threshold and $7.50 warrant strike.

Key figures

Cash Position
$3.9 million (as of March 31, 2026)
Gross Proceeds
up to $50.0 million potential under ELOC Purchase Agreement; no proceeds from Selling Stockholder resales
Offering Price
no fixed price; ELOC purchases at lowest traded price (Rapid) or 97% of 3-day lowest VWAP (VWAP); last reported sale price $2.45 (September 14, 2026)
Shares Offered
43447017
Merger date
July 14, 2026
Interest rate
8% per annum
Minimum price
$5.9868
Note maturity
nine (9) months from issuance
True up amount
$1,000,000 if Commitment Fee Price below Minimum Price
Eloc period years
3
Eloc purchase price
lowest traded price (Rapid) or 97% of 3-day lowest VWAP (VWAP)
Reverse split ratio
1-for-15 (effective August 28, 2026)
September notes cash
$4,500,000
Commitment fee shares
167035
Equity rule threshold
$2,500,000
Conversion price floor
20% of Nasdaq Minimum Price
September exchange cap
19.99% of outstanding shares
Registered shares total
43447017
Warrant coverage bridge
125%
Commitment warrant value
$10,000,000
September notes exchanged
$4,545,014.69
September notes principal
$11,596,172.68
September warrants shares
4831739
Registered shares under eloc
8351708
Shares outstanding surge pct
approximately 5,442%
Notes original issue discount
22%
Subsidiary contribution total
$7,000,000 (of which $1,025,000 funded as of September 14, 2026)
Accumulated deficit march 2026
$156.2 million
Bridge warrants exercise price
$35,000,000 divided by total outstanding shares at exercise
Financing gross proceeds total
approximately $14.45 million ($7.95M Bridge + $2.0M Interim PIPE + $4.5M September cash)
Pre offering shares outstanding
798390
September conversion cap shares
159598
Post offering shares outstanding
44245407
Accumulated deficit december 2025
$151.8 million
September warrants exercise price
$7.50 per share, 5-year term
Bridge notes face amount outstanding
approximately $7,111,538
Registered shares pct of outstanding
5,442%
Aggregate purchase price september notes
$9,045,014.69
Bridge notes face outstanding after september exchange
approximately $1,336,914.24

AI analysis

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.