Corporate Finance

Glucotrack Restructures $900,000 of Existing Note Into Share-Exchange Instrument

Glucotrack, Inc. disclosed a July 22 agreement that carved a $900,000 promissory note from an existing investor note and permits the balance to be exchanged for common stock under a price-based formula.

By Carter Hayes · July 28, 2026

Existing obligation divided under July agreement

Glucotrack, Inc. entered into an exchange agreement with an investor on July 22, 2026, according to its Form 8-K filed July 27. The agreement separated a new promissory note with an original principal amount of $900,000 from a previously issued investor note.

The underlying note was initially issued on September 12, 2025, with $3,600,000 of original principal. Before the latest transaction, its principal had been reduced by $600,000 under an April 13, 2026 exchange agreement and by another $988,000 under an April 29, 2026 exchange agreement.

After the $900,000 note was partitioned, the outstanding amount of the original note was reduced by the partitioned note’s initial outstanding balance. Glucotrack said the remainder of the original note continues under its existing terms. The filing also identifies the transaction as creating a direct financial obligation to the extent required by Form 8-K rules.

Exchange mechanism links shares to recent closing prices

Under the agreement, the investor may exchange all or part of the partitioned note for Glucotrack common stock with a $0.001 par value. For each requested exchange, the number of shares is determined by dividing the exchanged tranche by a minimum price.

That minimum price is the lower of the Nasdaq Official Closing Price immediately before an exchange request or the arithmetic average of the five Nasdaq Official Closing Prices immediately before the request. As a result, the amount of stock issued for a given portion of the note depends on the specified recent-market-price calculation at the time of that exchange.

Each exchange requires the investor to surrender and cancel the applicable note amount. The filing states that no cash or other consideration is to be paid by the investor for the shares. In practical financing terms, the arrangement gives the company a documented path for an existing debt balance to be exchanged into equity, rather than establishing a newly disclosed cash advance tied to each conversion.

Ownership cap can defer part of an exchange

Glucotrack included a beneficial-ownership restriction that generally prevents issuance when the investor and its affiliates would exceed 9.99% of the company’s outstanding common stock. The ownership calculation is made under Section 13(d) of the Securities Exchange Act of 1934, as amended.

If the restriction applies, shares may be issued in multiple tranches. Any amount of the partitioned note that cannot then be exchanged because of the cap remains outstanding and can be exchanged later under the agreement. For business-finance observers, this means the note may remain an outstanding obligation even when an investor has submitted an exchange request, depending on the stated ownership limit.

Glucotrack described the partitioned note as issued privately under the Securities Act exemption for issuer transactions not involving a public offering. The common shares issued on exchange are being issued under a separate Securities Act exemption for exchanges of outstanding securities, with no additional investor consideration and no company-paid commissions or other remuneration in connection with the exchange.