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

Item 1.01 Entry Into a Material Definitive Agreement.

On September 4, 2026, Glucotrack, Inc. (the "Company") entered into a Settlement and Release Agreement (the "Settlement Agreement") with Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B ("Alto"), Erik Emerson, RXRR Capital Partners LLC and Lōkahi Therapeutics, Inc. The Settlement Agreement resolves certain disputes among the parties relating to indebtedness owed to Alto by Apimeds Pharmaceuticals US, Inc., which Alto asserted had an outstanding principal amount of approximately $10.9 million, and certain related matters.

Under the Settlement Agreement, the Company and the other settling parties are jointly and severally obligated to pay Alto (i) an initial payment of $2.0 million, (ii) an additional $2.0 million pursuant to a convertible promissory note issued by the Company to Alto (the "Note") and (iii) up to $125,000 of Alto's legal fees.

The Note bears interest at a rate of 5% per annum and is payable in four quarterly installments of $500,000 in principal, together with accrued and unpaid interest, beginning on November 30, 2026 and ending on August 31, 2027. At Alto's election, the outstanding principal amount of the Note is convertible into shares of the Company's common stock at a conversion price of $2.98 per share, subject to customary adjustments, a 9.99% beneficial ownership limitation and applicable Nasdaq limitations on share issuances. The Note also provides for an increased interest rate and acceleration following an event of default.

If any required payment is not made when due and such failure continues beyond the applicable five-business-day cure period, the unpaid amounts under the Settlement Agreement and the Note may become immediately due and payable, and Alto will be entitled to exercise the remedies provided in the Settlement Agreement and related documents. The Settlement Agreement also provides for customary releases and covenants not to sue, with Alto's release becoming effective upon payment in full of the amounts required under the Settlement Agreement and the Note.

The foregoing descriptions of the Settlement Agreement and Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Settlement Agreement and Note, which the Company intends to file as exhibits to its next Quarterly Report on Form 10-Q.

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

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Note and the shares of the Company's common stock issuable upon conversion of the Note is incorporated into this Item 3.02 by reference. The Note was issued, and any shares of common stock issuable upon conversion of the Note will be issued, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.