Glucotrack, Inc. entered into a waiver agreement on October 13, 2026, with certain holders of its existing warrants to lift specific issuance restrictions and price adjustment mechanisms. In exchange for these waivers, the company is obligated to issue new warrants to purchase 406,198 shares of its common stock. The agreement was executed by holders constituting the requisite number required under the original Securities Purchase Agreement dated July 14, 2026.
The waiver terminates a restriction under Section 5.10(a) of the Purchase Agreement that previously limited Glucotrack's ability to issue or announce the issuance of common stock or equivalents for 90 days following the effectiveness of a registration statement and receipt of stockholder approval. This restriction is now waived for all holders. Additionally, the waiver cancels the exercise price adjustment under Section 3(e) of the existing warrants that would have applied to variable rate transactions. This specific waiver is effective only for the existing warrants held by the signatories.
As consideration for the waivers, Glucotrack will issue new warrants with an exercise price of $7.50 per share. These new warrants expire five years from their issuance date. They are not exercisable unless and until the company obtains stockholder approval for the issuance of the underlying shares in accordance with Nasdaq Listing Rule 5635. The exercise of these new warrants is subject to a 9.99% beneficial ownership limitation.
The exercise price of the new warrants is subject to customary adjustments, but with a floor price set at 20% of the closing sale price of Glucotrack's common stock on the date the new warrants are issued. The company stated that all other terms of the Purchase Agreement, existing warrants, and related transaction documents remain in full force and effect, except as expressly modified by the new waiver.
The new warrants and the associated warrant shares will be issued in reliance on the exemption from registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933. The full text of the Waiver Agreement and the form of New Warrant are filed as Exhibits 10.1 and 4.1, respectively, to the Form 8-K. Erik Emerson, Chief Executive Officer of Glucotrack, signed the report on October 19, 2026.