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United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 18, 2024
GLUCOTRACK,
INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41141 |
|
98-0668934 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
301
Rte 17 North, Suite 800
Rutherford, NJ |
|
07070 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: 201-842-7715
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
GCTK |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
July 18, 2024, Glucotrack, Inc. (the “Company”) entered into a series of convertible promissory notes with certain investors
(the “Investors”), providing for the private placement of unsecured convertible promissory notes in the aggregate principal
amount of $350,000 (the “Notes” and each a “Note”).
The
Notes bear simple interest at the rate of eight percent (8%) per annum and are due and payable in cash on the earlier of: (a) the twelve
(12) month anniversary of Note, or (b) the date of closing of a Qualified Financing (defined below) (the “Maturity Date”).
Interest will be computed on the basis of a 365-day year.
Except
with regard to conversion of the Notes as discussed below, the Company may not prepay the Notes without the written consent of the holder.
If not sooner repaid, all outstanding principal and accrued but unpaid interest on the Notes (the “Note Balance”), as of
the close of business on the day immediately preceding the date of the closing of the next issuance and sale of capital stock of the
Company, in a single transaction or series of related transactions, to investors resulting in gross proceeds to the Company of at least
$500,000 (excluding indebtedness converted in such financing) (a “Qualified Financing”), will automatically be converted
into that number of shares of equity securities of the Company sold in the Qualified Financing equal to the number of shares calculated
by dividing (X) the Note Balance by (Y) an amount equal to the price per share or other unit of equity securities issued in such Qualified
Financing, and otherwise on the same terms as the security issued in the Qualified Financing, provided that the conversion price per
share shall not be lower than $1.56.
Upon
the occurrence of an Event of Default (defined below), a holder may, by written notice to the Company, declare the Note to be due immediately
and payable with respect to the Note Balance. An “Event of Default” means (i) failure by the Company to pay the Note Balance
on the Maturity Date, (ii) voluntary bankruptcy, or (iii) involuntary bankruptcy. Upon the occurrence of an Event of Default specified
in clause (iii) above, the Note Balance shall automatically and immediately become due and payable, in all cases without any action on
the part of the holder.
The
foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of
the form of Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.02.
The
Notes and any equity securities issuable upon conversion of the Notes (the “Securities”) were not registered under the Securities
Act of 1933, as amended (the “Securities Act”), and were issued in reliance on the exemption from registration requirements
thereof provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations
made by the Investors. Accordingly, the Securities may not be offered or sold in the United States except pursuant to an effective registration
statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
Item
9.01. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Glucotrack,
Inc. |
| |
|
| Date:
July 22, 2024 |
By: |
/s/
Paul Goode |
| |
Name: |
Paul
Goode |
| |
Title: |
Chief
Executive Officer |
Exhibit
10.1
NEITHER
THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS.
CONVERTIBLE
PROMISSORY NOTE
For
value received Glucotrack, Inc., a Delaware corporation (the “Company”),
promises to pay to or her successors or assigns (“Holder”) the principal sum of US $ with simple interest on
the outstanding principal amount at the rate of eight percent (8%) per annum. Interest will commence on the date hereof and will continue
on the outstanding principal until paid in full or otherwise converted pursuant to the terms set forth herein. All interest on the outstanding
principal will accrue and, unless converted earlier as set forth below, be due and payable on (a) the twelve (12) month anniversary of
the date hereof, or (b) the date of closing of a Qualified Financing, as defined herein (the “Maturity Date”).
Interest will be computed on the basis of a 365-day year.
1.
Instrument. This Convertible Promissory Note (the “Note”) is one of a series of notes (collectively,
the “Notes”) issued by the Company to investors with identical terms and on the same form as set forth herein
(except that the holder, principal amount and date of issuance may differ in each Note).
2.
Definitions.
(a)
“Common Stock” means the Company’s common stock, par value $0.001 per share.
(b)
“Floor Price” means $1.56, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations
or other similar events.
(c)
“Note Balance” means at any particular time the then outstanding principal balance and any accrued but unpaid
interest on this Note.
(d)
“Securities Act” means the Securities Act of 1933, as amended.
3.
Prepayment; Notes Pari Passu; Applicable of Payments. Except with regard to conversion of this Note in accordance with Section
4 below, the Company may not prepay this Note without the written consent of the Holder. Upon payment in full of the Note Balance
hereunder, this Note must be surrendered to the Company for cancellation.
4.
Conversion.
4.1
Conversion Upon a Qualified Financing. If not sooner repaid, all outstanding principal and accrued but unpaid interest on this
Note, as of the close of business on the day immediately preceding the date of the closing of the next issuance and sale of capital stock
of the Company, in a single transaction or series of related transactions, to investors resulting in gross proceeds to the Company of
at least $500,000 (excluding indebtedness converted in such financing) (a “Qualified Financing”), will automatically
be converted into that number of shares of equity securities of the Company sold in the Qualified Financing equal to the number of shares
calculated by dividing (X) the Note Balance by (Y) an amount equal to the price per share or other unit of equity securities issued in
such Qualified Financing, and otherwise on the same terms as the security issued in the Qualified Financing, provided that the conversion
price per share shall not be lower than the Floor Price.
4.2
Effect of Conversion. The Company will not issue fractional shares of equity securities but will round the amount of any fractional
shares otherwise issuable upon conversion of this Note up to the nearest whole share. Upon conversion of this Note pursuant to this Section
4, the applicable amount of outstanding principal and accrued and unpaid interest of the Note will be converted without any further
action by the Holder; provided, however, that the Company will not be obligated to issue certificates evidencing the units
of the securities issuable upon such conversion unless such Note is either delivered to the Company or its transfer agent, or the Holder
notifies the Company or its transfer agent that such Note has been lost, stolen or destroyed and executes an agreement satisfactory to
the Company to indemnify it from any loss incurred by it in connection with such Note. The Company will, as soon as practicable after
such delivery, or such agreement and indemnification, issue and deliver at such office to such Holder of such Note, a certificate or
certificates for the securities to which the Holder will be entitled and a check payable to the Holder in the amount of any cash amounts
payable as the result of a conversion into fractional shares of the securities, as determined by the Company. The person or persons entitled
to receive securities issuable upon such conversion will be treated for all purposes as the record holder or holders of such securities
on such date. Any conversion effected in accordance with this Section 4 will be binding upon the Holder hereof.
5.
Events of Default. Each of the following will be deemed to constitute an “Event of Default” hereunder:
(a)
Failure to Pay. The Company fails to pay the Note Balance on the Maturity Date;
(b)
Voluntary Bankruptcy or Insolvency Proceedings. The Company (i) applies for or consents to the appointment of a receiver,
trustee, liquidator or custodian of itself or of all or a substantial part of its property, or voluntarily terminate operations, (ii)
makes a general assignment for the benefit of any of its creditors, (iii) is dissolved or liquidated in full or in part, (iv) commences
a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or consents to any such relief or to the appointment of or taking
possession of its property by any official in an involuntary case or other proceeding commenced against it, (v) admits in writing its
inability to pay debts as the debts become due, or (vi) takes any action for the purpose of effecting any of the foregoing;
(c)
Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or
custodian of the Company of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation,
reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law
now or hereafter in effect are commenced and an order for relief entered, or such case or proceeding is not dismissed or discharged within
20 days of commencement;
(d)
Performance under Note. The Company defaults in the due observance or performance of any covenant, representation, warranty,
condition or agreement on the part of the Company to be observed or performed pursuant to the terms hereof, and such default is not remedied
or waived within 30 calendar days after the Company receives written notice of such default;
6.
Representations and Warranties of the Holder. In connection with the transactions contemplated by this Note, the Holder hereby
represents and warrants to the Company as follows:
6.1
Authorization. The Holder has full power and authority (and, if an individual, the capacity) to enter into this Note and to perform
all obligations required to be performed by it hereunder. This Note, when executed and delivered by the Holder, will constitute the Holder’s
valid and legally binding obligation, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’
rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies.
6.2
Purchase Entirely for Own Account. The Holder acknowledges that this Note is made with the Holder in reliance upon the Holder’s
representation to the Company, which the Holder hereby confirms by executing this Note, that this Note and any equity securities issuable
upon conversion of the Note (collectively, the “Securities”) will be acquired for investment for the Holder’s
own account, not as a nominee or agent (unless otherwise specified on the Holder’s signature page hereto), and not with a view
to the resale or distribution of any part thereof, and that the Holder has no present intention of selling, granting any participation
in, or otherwise distributing the same. By executing this Note, the Holder further represents that the Holder does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person,
with respect to the Securities. If other than an individual, the Holder also represents it has not been organized solely for the purpose
of acquiring the Securities.
6.3
Disclosure of Information; Non-Reliance. The Holder acknowledges that it has received all the information it considers necessary
or appropriate to enable it to make an informed decision concerning an investment in the Securities. The Holder further represents that
it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of
the Securities. The Holder confirms that the Company has not given any guarantee or representation as to the potential success, return,
effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Securities. In deciding
to purchase the Securities, the Holder is not relying on the advice or recommendations of the Company and has made its own independent
decision that the investment in the Securities is suitable and appropriate for the Holder. The Holder understands that no federal or
state agency has passed upon the merits or risks of an investment in the Securities or made any finding or determination concerning the
fairness or advisability of this investment.
6.4
Investment Experience. The Holder is an investor in securities of companies in the development stage and acknowledges that it
is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment in the Securities.
6.5
Accredited Investor. The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated
under the Securities Act. The Holder agrees to furnish any additional information requested by the Company or any of its affiliates to
assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities.
6.6
Restricted Securities. The Holder understands that the Securities have not been, and will not be, registered under the Securities
Act or state securities laws, by reason of specific exemptions from the registration provisions thereof which depend upon, among other
things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein. The
Holder understands that the Securities are “restricted securities” under U.S. federal and applicable state securities laws
and that, pursuant to these laws, the Holder must hold the Securities indefinitely unless they are registered with the Securities and
Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such registration
and qualification requirements is available. The Holder acknowledges that the Company has no obligation to register or qualify the Securities
for resale and further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on various
requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating
to the Company which are outside of the Holder’s control, and which the Company is under no obligation, and may not be able, to
satisfy.
6.7
No “Bad Actor” Disqualification. The Holder represents and warrants that neither (A) the Holder nor (B) any entity
that controls the Holder or is under the control of, or under common control with, the Holder, is subject to any of the “bad actor”
disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act
(“Disqualification Events”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3)
under the Securities Act and disclosed in writing in reasonable detail to the Company. The Holder represents that the Holder has exercised
reasonable care to determine the accuracy of the representation made by the Holder in this paragraph and agrees to notify the Company
if the Holder becomes aware of any fact that makes the representation given by the Holder hereunder inaccurate.
7.
Remedies. Upon the occurrence of an Event of Default, at the option and upon the written declaration of the Holder (or automatically
without such declaration if an Event of Default set forth in Section 5(c) occurs), the entire Note Balance will, without presentment,
demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and such Holder may,
immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise
any and all other remedies granted to it at law, in equity or otherwise.
8.
Governing Law. The terms of this Note are governed by and construed in accordance with the laws of the State of Delaware.
9.
Time of Essence. Time is of the essence with respect to all of the Company’s obligations and agreements under this Note.
10.
Successor and Assigns. This Note and all provisions, conditions, promises and covenants hereof are binding in accordance with
the terms hereof upon the Company, its successors and assigns. The obligations of the Company set forth herein will not be assignable
by the Company without Holder’s prior written consent.
11.
Collection Expenses. The Company further agrees, subject only to any limitation imposed by applicable law, to pay all expenses,
including reasonable attorneys’ fees, incurred by the Holder in endeavoring to collect any amounts payable hereunder which are
not paid when due.
12.
Waiver. The Company hereby waives presentment, protest, demand for payment, notice of dishonor, and any and all other notices
or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note.
13.
Entire Agreement. This Note contains the entire understanding of the Company and the Holder with respect to the subject matter
hereof and thereof and expressly supersede any and all prior agreements and understandings among them with respect to such subject matter.
All pronouns contained herein, and any variations thereof, are deemed to refer to the masculine, feminine or neutral, singular or plural,
as to the identity of the parties hereto may require.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the Company and the Holder have caused this Note to be executed and issued as a sealed instrument as of the date
and year first written above.
| |
GLUCOTRACK, INC. |
| |
|
|
| |
By: |
|
| |
Name: |
Paul
Goode |
| |
Title: |
Chief
Executive Officer |
[Signature
Page to Convertible Promissory Note]
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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