GlucoTrack Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
UNITED STATES
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Washington, D.C. 20549
FORM
CURRENT REPORT
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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. on February 3, 2025 (the “Effective Time”), to effect a one-for-twenty (1:20) 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 special meeting of the stockholders on January 3, 2025.
As a result of the Reverse Stock Split, every 20 shares of issued and outstanding Common Stock will be 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.
Following the Reverse Stock Split, the number of shares of Common Stock outstanding was proportionally reduced from 155,491,473 shares to approximately 7,774,574 shares. The shares of Common Stock underlying the Company’s outstanding stock options and warrants will be similarly adjusted along with corresponding adjustments to their exercise prices.
The Company’s transfer agent, VStock Transfer, LLC, is the exchange agent for the Reverse Stock Split and will correspond with stockholders of record regarding 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 February 4, 2025. 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 45824Q705.
The forgoing 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 7.01 Regulation FD Disclosure
On February 4, 2025, the Company issued a press release (the “Press Release”) announcing the completion of the Company’s first in-human clinical study of its continuous blood glucose monitor. The Press Release is furnished as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing with the Securities and Exchange Commission, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events
The table below sets 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, 2023 and 2022; the three months ended March 31, 2024 and 2023, the three and six months ended June 30, 2024 and 2023, and the three and nine months ended September 30, 2024 and 2023.
| In thousands of US Dollars | ||||||||||||||||
| (except stock and per stock amounts) | ||||||||||||||||
| PRE SPLIT (1) | POST SPLIT (1) | |||||||||||||||
| YEAR ENDED DECEMBER 31, | YEAR ENDED DECEMBER 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Comprehensive net loss | $ | (7,098 | ) | $ | (4,412 | ) | $ | (7,098 | ) | $ | (4,412 | ) | ||||
| Net loss per common share - basic | $ | (0.38 | ) | $ | (0.29 | ) | $ | (34.19 | ) | $ | (28.51 | ) | ||||
| Net loss per common share - diluted | $ | (0.38 | ) | $ | (0.29 | ) | $ | (34.19 | ) | $ | (28.51 | ) | ||||
| Weighted average common shares outstanding - basic | 20,760,266 | 15,474,600 | 207,603 | 154,746 | ||||||||||||
| Weighted average common shares outstanding - diluted | 20,760,266 | 15,474,600 | 207,603 | 154,746 | ||||||||||||
| Common stock outstanding at year end | 20,892,193 | 15,550,730 | 208,922 | 155,008 | ||||||||||||
| In thousands of US Dollars | ||||||||||||||||
| (except stock and per stock amounts) | ||||||||||||||||
| PRE SPLIT (2) | POST SPLIT (2) | |||||||||||||||
| 3 MONTHS ENDED MARCH 31, | 3 MONTHS ENDED MARCH 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Comprehensive net loss | $ | (2,921 | ) | $ | (1,281 | ) | $ | (2,921 | ) | $ | (1,281 | ) | ||||
| Net loss per common share - basic | $ | (0.12 | ) | $ | (0.08 | ) | $ | (11.70 | ) | $ | (8.26 | ) | ||||
| Net loss per common share - diluted | $ | (0.12 | ) | $ | (0.08 | ) | $ | (11.70 | ) | $ | (8.26 | ) | ||||
| Weighted average common shares outstanding - basic | 24,959,768 | 15,503,632 | 249,598 | 155,036 | ||||||||||||
| Weighted average common shares outstanding - diluted | 24,959,768 | 15,503,632 | 249,598 | 155,037 | ||||||||||||
| Common stock outstanding at period end | 26,756,369 | 15,503,632 | 267,564 | 155,037 | ||||||||||||
| In thousands of US Dollars | ||||||||||||||||
| (except stock and per stock amounts) | ||||||||||||||||
| PRE SPLIT (3) | POST SPLIT (3) | |||||||||||||||
| 3 MONTHS ENDED JUNE 30, | 3 MONTHS ENDED JUNE 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Comprehensive net loss | $ | (4,489 | ) | $ | (1,170 | ) | $ | (4,489 | ) | $ | (1,170 | ) | ||||
| Net Loss per common share - basic | $ | (0.82 | ) | $ | (0.27 | ) | $ | (16.40 | ) | $ | (5.43 | ) | ||||
| Net Loss per common share - diluted | $ | (0.82 | ) | $ | (0.27 | ) | $ | (16.40 | ) | $ | (5.43 | ) | ||||
| Weighted average common shares outstanding - basic | 5,475,748 | 4,312,294 | 273,788 | 215,615 | ||||||||||||
| Weighted average common shares outstanding - diluted | 5,475,748 | 4,312,294 | 273,788 | 215,615 | ||||||||||||
| Common stock outstanding at period end | 5,478,436 | 4,178,274 | 273,922 | 208,914 | ||||||||||||
| In thousands of US Dollars | ||||||||||||||||
| (except stock and per stock amounts) | ||||||||||||||||
| PRE SPLIT (3) | POST SPLIT (3) | |||||||||||||||
| 6 MONTHS ENDED JUNE 30, | 6 MONTHS ENDED JUNE 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Comprehensive net loss | $ | (7,410 | ) | $ | (2,451 | ) | $ | (7,410 | ) | $ | (2,451 | ) | ||||
| Net Loss per common share - basic | $ | (1.42 | ) | $ | (0.66 | ) | $ | (28.31 | ) | $ | (13.23 | ) | ||||
| Net Loss per common share - diluted | $ | (1.42 | ) | $ | (0.66 | ) | $ | (28.31 | ) | $ | (13.23 | ) | ||||
| Weighted average common shares outstanding - basic | 5,234,765 | 3,706,510 | 261,739 | 185,326 | ||||||||||||
| Weighted average common shares outstanding - diluted | 5,234,765 | 3,706,510 | 261,739 | 185,326 | ||||||||||||
| Common stock outstanding at period end | 5,478,436 | 4,178,274 | 273,922 | 208,914 | ||||||||||||
| In thousands of US Dollars | ||||||||||||||||
| (except stock and per stock amounts) | ||||||||||||||||
| PRE SPLIT (4) | POST SPLIT (4) | |||||||||||||||
| 3 MONTHS ENDED SEPTEMBER 30, | 3 MONTHS ENDED SEPTEMBER 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Comprehensive net loss | $ | (5,104 | ) | $ | (2,217 | ) | $ | (5,104 | ) | $ | (2,217 | ) | ||||
| Net Loss per common share - basic | $ | (0.91 | ) | $ | (0.49 | ) | $ | (18.25 | ) | $ | (9.65 | ) | ||||
| Net Loss per common share - diluted | $ | (0.91 | ) | $ | (0.49 | ) | $ | (18.25 | ) | $ | (9.65 | ) | ||||
| Weighted average common shares outstanding - basic | 5,594,880 | 4,593,733 | 279,744 | 229,687 | ||||||||||||
| Weighted average common shares outstanding - diluted | 5,594,880 | 4,593,733 | 279,744 | 229,687 | ||||||||||||
| Common stock outstanding at period end | 5,772,026 | 4,178,274 | 288,602 | 208,914 | ||||||||||||
| In thousands of US Dollars | ||||||||||||||||
| (except stock and per stock amounts) | ||||||||||||||||
| PRE SPLIT (4) | POST SPLIT (4) | |||||||||||||||
| 9 MONTHS ENDED SEPTEMBER 30, | 9 MONTHS ENDED SEPTEMBER 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Comprehensive net loss | $ | (12,514 | ) | $ | (4,668 | ) | $ | (12,514 | ) | $ | (4,668 | ) | ||||
| Net Loss per common share - basic | $ | (2.39 | ) | $ | (1.38 | ) | $ | (46.73 | ) | $ | (23.30 | ) | ||||
| Net Loss per common share - diluted | $ | (2.39 | ) | $ | (1.38 | ) | $ | (46.73 | ) | $ | (23.30 | ) | ||||
| Weighted average common shares outstanding - basic | 5,355,806 | 4,006,527 | 267,791 | 200,327 | ||||||||||||
| Weighted average common shares outstanding - diluted | 5,355,806 | 4,006,527 | 267,791 | 200,327 | ||||||||||||
| Common stock outstanding at period end | 5,772,026 | 4,178,274 | 288,602 | 208,914 | ||||||||||||
| (1) | The pre-split amounts represent the amounts reported in the Company’s Form 10-K filed on March 28, 2024. The post-split amounts include the effects of the 1 for 5 reverse stock split completed in May 2024 and the effects of the 1 for 20 reverse stock split completed in 2025. |
| (2) | The pre-split amounts represent the amounts reported in the Company’s Form 10-Q filed on May 15, 2024. The post-split amounts include the effects of the 1 for 5 reverse stock split completed in May 2024 and the effects of the 1 for 20 reverse stock split completed in February 2025. |
| (3) | The pre-split amounts represent the amounts reported in the Company’s Form 10-Q filed on August 13, 2024. The post-split amounts include the effects of the 1 for 20 reverse stock split completed in February 2025. |
| (4) | The pre-split amounts represent the amounts reported in the Company’s Form 10-Q filed on November 14, 2024. The post-split amounts include the effects of the 1 for 20 reverse stock split completed in February 2025. |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit
No. |
Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on February 3, 2025. | |
| 99.1 | Press Release, dated February 4, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
| Date: February 4, 2025 | ||
| GLUCOTRACK, INC. | ||
| By: | /s/ Paul Goode | |
| Name: | Paul Goode | |
| Title: | Chief Executive Officer | |