Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

On April 13, 2026, Glucotrack, Inc. (the "Company") entered into an Exchange Agreement (the "Exchange Agreement") with an investor (the "Investor") relating to an existing promissory note (the "Original Note") previously issued to the Investor in the principal amount of $3,600,000.

Pursuant to the Exchange Agreement, the Company and the Investor partitioned a new promissory note in the original principal amount of $600,000 (the "Partitioned Note") from the Original Note. Following such partition, the outstanding balance of the Original Note was reduced by an amount equal to the initial outstanding balance of the Partitioned Note, and the Original Note otherwise remains in full force and effect in accordance with its terms.

Under the Exchange Agreement, the Company and the Investor further agreed to exchange the Partitioned Note for an aggregate of 895,000 shares of the Company's common stock, no par value per share (the "Exchange Shares"). The exchange consisted solely of the surrender and cancellation of the Partitioned Note in exchange for the issuance of the Exchange Shares, with no cash or other consideration paid by the Investor.

The issuance of the Exchange Shares is subject to a beneficial ownership limitation, which generally restricts the Company from issuing shares to the Investor to the extent that such issuance would cause the Investor and its affiliates to beneficially own more than 19.9% of the Company's outstanding common stock, calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. To the extent the limitation applies, the Exchange Shares may be issued in one or more tranches, and any portion of the Partitioned Note not exchanged as a result of the limitation will remain outstanding and exchangeable in accordance with the terms of the Exchange Agreement.

The Partitioned Note was issued in a private placement to the Investor pursuant to an exemption for transactions by an issuer not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Exchange Shares are being issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) of the Securities Act, on the basis that (a) the Exchange Shares were issued in exchange for other outstanding securities of the Company; (b) there was no additional consideration delivered by the Investor in connection with the exchange; and (c) there were no commissions or other remuneration paid by the Company in connection with the exchange.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, a form which is filed herewith as Exhibit 10.1, and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item 2.03 in its entirety.

Item 3.02. Unregistered Sales of Equity Securities

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety.