08/28/2026 | Press release | Distributed by Public on 08/28/2026 15:15
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Glucotrack, Inc., a Delaware corporation (the "Company"), filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company (the "Certificate of Amendment"), which became effective at 4:30 p.m., Eastern Time, on August 28, 2026 (the "Effective Time"), to effect a one-for-fifteen (1-for-15) reverse stock split (the "Reverse Stock Split") of the shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). The Reverse Stock Split was approved by the Company's stockholders at the 2026 annual meeting of the stockholders on August 18, 2026.
As a result of the Reverse Stock Split, every 15 shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the Reverse Stock Split ratio were entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share. The Reverse Stock Split did not change the total number of authorized shares of Common Stock, which remains 250,000,000 shares.
Following the Reverse Stock Split, the number of shares of Common Stock outstanding was proportionally reduced from 11,972,157 shares to approximately 798,144 shares as of immediately prior to the Effective Time. The shares of Common Stock underlying the Company's outstanding stock options and warrants were similarly adjusted along with corresponding adjustments to their exercise prices.
The Company's transfer agent, VStock Transfer, LLC, is acting as the exchange agent for the Reverse Stock Split and will send each stockholder of record a transaction statement indicating the number of shares of Common Stock the stockholder holds after the Reverse Stock Split. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split.
The Common Stock will begin trading on a reverse stock split-adjusted basis upon market open on August 31, 2026. The ticker symbol for the Common Stock will remain "GCTK." The new CUSIP number for the Common Stock following the Reverse Stock Split will be 45824Q887.
The foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 8.01 Other Events
The tables below set forth the impact of the Reverse Stock Split on the Company's net loss per common share - basic and diluted; weighted average common shares outstanding - basic and diluted; and shares issued and outstanding, for the years ended December 31, 2025 and 2024, the three months ended March 31, 2026 and 2025, the three months ended June 30, 2026 and 2025, and the six months ended June 30, 2026 and 2025.