Glucotrack closes $11.5 million convertible financing with $4.5 million in new cash

Glucotrack, Inc. (Nasdaq: GCTK) closed roughly $11.5 million in senior secured convertible notes on September 10, combining $4.5 million in new cash with the exchange of existing notes. The financing carries a 22% original issue discount, a distinction that makes the headline principal amount substantially larger than the cash entering the company (Form 8-K AccNo 0001493152-26-042428).

The September 11 filing puts the new notes’ aggregate principal at $11,596,172.68. Investors paid $4.5 million in cash and surrendered $4,545,014.69 in outstanding senior secured convertible note principal, for an aggregate purchase price of $9,045,014.69. The exchange rolls existing debt into the transaction; it does not represent additional cash proceeds.

The notes bear 8% annual interest on outstanding principal and mature nine months from September 10. After an event of default, the rate rises to 18%. They are secured by substantially all assets of Glucotrack and its subsidiaries under an existing security agreement, equally and ratably with other obligations secured by that agreement.

How the notes convert

Holders can convert the notes at any time on or after issuance. The conversion price is the lower of $3.12—the Nasdaq Minimum Price defined in the notes—and 80% of the lowest daily volume-weighted average price during the 15 trading days immediately preceding a conversion notice. That means $3.12 is not a fixed conversion price for every future conversion.

The stated floor is 20% of the Nasdaq Minimum Price. The notes also provide for automatic floor-price resets if daily VWAP is below the floor on each of 10 consecutive trading days, subject to stockholder approval. Those provisions matter because the conversion price determines how many shares a given amount of debt can become.

Warrants and Exchange Cap

Investors also received warrants to buy 4,831,739 common shares at $7.50 per share, exercisable for five years. The allocation equals 125% of each investor’s note principal divided by $3.00. These warrants are a separate potential source of share issuance alongside conversion of the notes.

An Exchange Cap limits cumulative shares issued through note conversions and warrant exercises to 19.99% of the common stock outstanding immediately before the securities purchase agreement. Issuance above that cap requires stockholder approval under Nasdaq Rule 5635(d). The cap constrains issuance under these instruments; it does not establish a final dilution percentage.