Material Agreement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

As previously disclosed, on July 14, 2026, Glucotrack, Inc. (the "Company") entered into a securities purchase agreement as supplemented by a joinder dated August 4, 2026 (the "Purchase Agreement"), with certain investors (the "Bridge Investors") pursuant to which the Company issued to the Bridge Investors senior secured convertible promissory notes (the "Bridge Notes") and common stock purchase warrants (the "Bridge Warrants"). Beginning on September 22, 2026, the Company commenced the execution of amendments to the Bridge Warrants (the "Bridge Warrant Amendment"). Execution of such amendments remains ongoing. Pursuant to their terms, each Bridge Warrant Amendment becomes effective upon execution and delivery by the Company and the applicable holder. On September 25, 2026, in connection with the closing of the Company's registered direct offering, the outstanding Bridge Notes were repaid in full.

As previously disclosed, on August 4, 2026, the Company entered into a securities purchase agreement (the "Interim PIPE SPA") with an investor (the "PIPE Purchaser") for a private placement of securities pursuant to which the Company issued pre-funded warrants and common stock purchase warrants (the "Common Warrants"). On September 22, 2026, the Company and the PIPE Purchaser entered into an amendment to the Common Warrants (the "Amendment No. 2 to Common Warrant").

As previously disclosed, on September 10, 2026, the Company entered into a securities purchase agreement (the "September Purchase Agreement") with certain investors (the "September Investors") pursuant to which the Company issued to the September Investors senior secured convertible promissory notes (the "September Notes") and common stock purchase warrants (the "September Warrants"). Beginning on September 22, 2026, the Company executed amendments to the September Notes (the "September Note Amendment") and the September Warrants (the "September Warrant Amendment"). Pursuant to their terms, each September Warrant Amendment became effective upon execution and delivery by the Company and the applicable holder, and the September Note Amendments became effective upon execution and delivery of amendment counterparts by the Company and all holders of September Notes, which occurred on September 28, 2026.

The Bridge Warrant Amendment, Amendment No. 2 to Common Warrant, and September Warrant Amendment each remove provisions permitting downward adjustment to the Floor Price (as defined in the applicable purchase agreement). The September Note Amendment (i) removes provisions permitting downward adjustment to the Floor Price, (ii) revises certain anti-dilution adjustment provisions so that the Floor Price operates as an absolute floor below which no conversion may occur and no adjustment to the Conversion Price (as defined in the applicable purchase agreement) may reduce the Conversion Price below the Floor Price, and (iii) revises the make-whole payment provision so that any True-Up Amount (as defined in the applicable purchase agreement) may be satisfied only in cash.

The form of Bridge Warrant Amendment, Amendment No. 2 to Common Warrant, September Note Amendment, and September Warrant Amendment are filed as Exhibits 4.1, 4.2, 4.3, and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of such amendments are qualified in their entirety by reference to the full text thereof.