Glucotrack, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
GCTK$1.39-32.2%Stored close · as of Oct 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001641172-25-010384
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001493152-25-011981
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 60 previous paragraphs and 84 current paragraphs.
29 unchanged; 21 reworded; 26 added; 10 removed; 0 previous and 8 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (26)
Current report
The Company was incorporated on May 18, 2010 under the laws of the State of Delaware. We are currently developing an implantable continuous blood glucose monitor (“CBGM”). The Glucotrack CBGM is a long-term fully implantable continuous glucose monitor (CGM), consisting of a sensor lead implanted into the subclavian vein and connected to subcutaneous electronics that communicate with a mobile application. It measures glucose directly from the blood, eliminating the lag time associated with interstitial fluid glucose monitors. Designed for a three-year sensor life with continuous, accurate blood glucose monitoring, the system offers a more convenient and less burdensome solution for people with diabetes, with no on-body wearable component and minimal calibration requirements.
Current report
The Glucotrack CBGM is being developed for use by diabetes patients who are dependent on daily glucose monitoring to manage their disease. These include patients who have the following conditions: Type 1 diabetes, Type 2 insulin-dependent diabetes, Type 2 diabetes using basal insulin and Type 2 diabetes at risk for hypoglycemia.
Current report
We initiated a first-in-human (“FIH”) short-term clinical study outside of the United States in fourth quarter of 2024 and completed the study in first quarter of 2025. We recently presented results at the 2025 American Diabetes Association annual conference at the Innovation Hub podium as well as a poster. The ADA presentation reported that the FIH clinical study met all primary and secondary endpoints with no procedure or device related serious adverse events reported from implant through seven days post-removal of the CBGM sensor lead. The system also demonstrated excellent accuracy with a Mean Absolute Relative Difference (MARD) of 7.7% across 122 matched pairs, a 99% data capture rate, and no procedure or device-related serious adverse events. These findings validate the safety and performance of the system which measures glucose from blood rather than interstitial fluid, eliminating the typical lag time associated with traditional continuous glucose monitoring systems. The MARD value demonstrates very high accuracy and compares favorably to commercially available CGM systems. The FIH study also confirmed the function of the CBGM sensor lead in the subclavian vein. Placement and removal procedures were successfully performed by interventional cardiologists.
Current report
We are preparing for a long-term clinical study outside the United States to evaluate the device’s performance and safety over an initial period of 1 year. We obtained regulatory approval during the second quarter 2025 and patient enrollment is expected to begin in the third quarter of 2025.
Current report
During the second quarter 2025, we initiated discussions with the Food & Drug Administration (“FDA”) in preparations for a pre-investigational device exemption (“IDE”) submission. The discussions pertain to the protocol study design and related requirements to secure IDE approval for future long-term human clinical trials in the United States. We expects to file the IDE submission to the FDA during the fourth quarter of 2025.
Current report
We believe our technology, if successful, has the potential to be a long-term, implantable system that continually measures blood glucose levels with a sensor longevity of 3 years, no on-body wearable component and with minimal calibration.
Current report
February 2025 1-for-20 Reverse Stock Split
Current report
June 2025 1-for-60 Reverse Stock Split
Current report
All shares, options and warrants to purchase shares of Common Stock and loss per share amounts have been adjusted to give retroactive effect to the February and June 2025 reverse share splits, (the “Reverse Stock Splits”) for all periods presented in these interim consolidated financial statements. Any fractional shares resulting from the Reverse Stock Splits were rounded up to the nearest whole share.
Current report
Warrant Repurchase
Current report
On June 30, 2025, we repurchased 49,668 Series A Warrants from existing warrant holders for $160. The fair value of the Series A Warrants on the date of exercise was $65, resulting in a loss on repurchase of $95.
Current report
Marketing
Current report
All information below is stated in thousands of U.S. dollars.
Current report
Marketing expenses
Current report
Other (income) expense, net
Current report
Other expense was $96 for the three-month period ended June 30, 2025. The increase was due to the $95 loss from the Series A Warrant repurchase.
Current report
General and administrative expenses
Current report
Research and development expenses
Current report
Marketing expenses
Current report
Marketing expenses were approximately $310 for the six-month period ended June 30, 2025, as compared to $170 for the prior-year period. This increase is primarily attributable to increased market research fees and personnel costs.
Current report
Change in derivative liability
Current report
Other (income) expense, net
Current report
Other expense was $92 for the six-month period ended June 30, 2025. The increase was primarily due to the $95 loss from the Series A Warrant repurchase.
Current report
Financing income (expenses), net
Current report
Net Loss
Current report
Liquidity and Going Concern
Removed paragraphs (10)
Previous report
We are a medical device company focused on the design, development and commercialization of novel technologies for use by people with diabetes. We are currently developing an implantable continuous blood glucose monitor (“CBGM”), the Glucotrack CBGM, for those with Type 1 diabetes and insulin-dependent Type 2 diabetes.
Previous report
Further to the above progress on the Glucotrack CBGM, we have also successfully demonstrated continuous glucose sensing in the epidural space. This latter approach is of importance for patients with diabetes already contemplating spinal cord stimulation therapy for their condition.
Previous report
A regulatory submission has been made for a first in human study outside of the United States. This will be an acute study intended to demonstrate device performance and safety. All preparatory clinical activities and applicable regulatory approvals are complete. In parallel, we are also preparing for a long-term clinical trial outside the United States that is expected to begin in the second quarter of 2025.
Previous report
We believe our technology, if successful, has the potential to be more accurate, more convenient and have a longer duration than other implantable glucose monitors that are either in the market or currently under development.
Previous report
Selling and Marketing
Previous report
Selling and marketing expenses
Previous report
Liquidity and Capital Resources
Previous report
Going Concern Uncertainty
Previous report
To date, we have not yet commercialized the Glucotrack CBGM. Further development and commercialization efforts are expected to require substantial additional expenditure. Therefore, we are dependent upon external sources for financing our operations. As of March 31, 2025, we have incurred an accumulated deficit of $139,283. In addition, we have generated operating losses and negative operating cash flow for all reported periods. As of March 31, 2025, the balance of cash and cash equivalents amounted to $9,100.
Previous report
During the three months ended March 31, 2025, we received approximately $6,396 through public offerings. In addition, subsequent to the balance sheet date, we received $261 through the sale of shares of Common Stock. We plan to finance our operations through the sale of debt or equity securities (including the S-3 Registration Statement). There can be no assurance that we will succeed in obtaining the necessary financing or generating sufficient revenue from sale of the Glucotrack CBGM in order to continue our operations as a going concern.
Reworded paragraphs (21)
Previous wording
The Glucotrack CBGM is being developed for use by Type 1 diabetes patients as well as insulin-dependent Type 2 patients. Implant longevity is key to the success of such a device. We have continued to evolve the sensor chemistry following the successful in-vitro feasibility study demonstrating that a minimum two-year implant life is highly probable with the current sensor design. Recently we announced that a 3-year longevity is feasible leveraging both in-vitro and in-silico test results. We have also completed multiple animal studies with initial prototype systems which demonstrated a simple implant procedure with good safety and functionality. The results of both were presented in poster form at the 2024 American Diabetes Association annual conference.
Current wording
We have continued to evolve our sensor chemistry following the results of an initial in-vitro feasibility study. In 2024, we announced that a 3-year longevity is feasible leveraging both in-vitro and in-silico test results. We have also completed multiple animal studies with initial prototype systems which demonstrated a simple implant procedure with good safety and functionality. The results of both were presented in poster form at the 2024 American Diabetes Association annual conference. We believe that implant accuracy and longevity is key to the success for long term use.
Previous wording
2025 Reverse Stock Split and Increase in Authorized Common Stock
Current wording
2025 Reverse Stock Splits and Increase in Authorized Common Stock
Previous wording
We filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation which became effective at 4:30 p.m. on February 3, 2025, to implement a reverse stock split at a ratio of 1-for-20 (the “2025 Reverse Stock Split”) of the shares of our Common Stock. The 2025 Reverse Stock Split was approved by our stockholders at the special meeting of stockholders held on January 3, 2025 (the “Special Meeting”). All shares and per share numbers in the consolidated financial statements have been retroactively adjusted and are reflected on a post-reverse share split basis.
Current wording
We filed with the Delaware Secretary of State a Certificate of Amendment to our Certificate of Incorporation which became effective at 4:30 p.m. on February 3, 2025, to implement a reverse stock split at a ratio of 1-for-20 (the “February 2025 Reverse Stock Split”) of the shares of our Common Stock. The February 2025 Reverse Stock Split was approved by our stockholders at the special meeting of stockholders held on January 3, 2025 (the “Special Meeting”).
Previous wording
On January 3, 2025, we filed an amendment to our Certificate of Incorporation, as to increase the Company’s authorized shares of Common Stock from 100,000,000 to 250,000,000. On February 3, 2025, the stockholders approved at the Special Meeting the increase in our authorized shares of Common Stock from 100,000,000 to 250,000,000, as well as the full issuance of shares of Common Stock issuable by us upon the exercise of Series A Warrants and Series B Warrants (defined herein).
Current wording
On January 3, 2025, we filed an amendment to our Certificate of Incorporation to increase the Company’s authorized shares of Common Stock from 100,000,000 to 250,000,000. On February 3, 2025, the stockholders approved at the Special Meeting the increase in our authorized shares of Common Stock from 100,000,000 to 250,000,000, as well as the full issuance of shares of Common Stock issuable by us upon the exercise of Series A Warrants and Series B Warrants (defined herein).
Previous wording
On December 17, 2024, we entered into an ATM sales agreement (the “Sales Agreement”) with Dawson James Securities, Inc. (“Dawson James”), pursuant to which we have agreed to issue and sell shares of Common Stock, having an aggregate offering price of up to $8.23 million, from time to time, through an “at-the-market” equity offering program under which Dawson James will act as sales agent (the “Agent”).
Current wording
On December 17, 2024, we entered into an ATM sales agreement (the “Sales Agreement”) with Dawson James Securities, Inc. (“Dawson James”), pursuant to which we agreed to issue and sell shares of Common Stock, having an aggregate offering price of up to $8,230, from time to time, through an “at-the-market” equity offering program (the “ATM Program”) under which Dawson James will act as sales agent (the “Agent”).
Previous wording
Subsequent to March 31, 2025, we sold 3,056,956 shares of Common Stock through the ATM Sales Agreement at an average offering price of $0.183 per share for net proceeds of $543, after deducting fees owed to the Agent from such sale.
Current wording
On March 21, 2025, we sold 206,300 shares of Common Stock at an average offering price of $18.24 per share pursuant to the Sales Agreement, for net proceeds of $3,643, after deducting fees owed to the Agent from such sale.
Previous wording
On March 21, 2025, we sold 12,377,967 shares of Common Stock at an average offering price of $0.304 per share pursuant to the Sales Agreement. for net proceeds of $3.6 million, after deducting fees owed to the Agent from such sale. The shares of Common Stock were offered by us pursuant to a prospectus supplement dated December 17, 2024, and accompanying prospectus dated October 3, 2024, which forms a part of our registration statement on Form S-3 (Registration No. 333-282297) (the “S-3 Registration Statement”), which was declared effective by the Securities and Exchange Commission, on October 3, 2024.
Current wording
The shares of Common Stock sold in conformance to the Sales Agreement were offered by us pursuant to a prospectus supplement dated December 17, 2024, and accompanying prospectus dated October 3, 2024, which forms a part of our registration statement on Form S-3 (Registration No. 333-282297) (the “S-3 Registration Statement”), which was declared effective by the Securities and Exchange Commission, on October 3, 2024.
Previous wording
On February 4, 2025, we entered into a securities purchase agreement with certain institutional investors, relating to the registered direct offering and sale of an aggregate of 2,638,042 shares of Common Stock at an offering price of $1.15 per share. The net proceeds to us from the offering were approximately $2.7 million, after deducting fees owed to placement agent and other offering expenses. The February 2025 offering closed on February 5, 2025.
Current wording
On February 4, 2025, we entered into a securities purchase agreement with certain institutional investors, relating to the registered direct offering and sale of an aggregate of 43,968 shares of Common Stock at an offering price of $69.00 per share (the “February 2025 Offering”). The net proceeds to us from the February 2025 Offering were approximately $2,752, after deducting fees owed to placement agent and other offering expenses. The February 2025 Offering closed on February 5, 2025.
Previous wording
The shares of Common Stock from the February 2025 registered direct offering was offered by us pursuant to a prospectus supplement dated February 4, 2025, and accompanying prospectus dated October 3, 2024, which forms a part of our S-3 Registration Statement. Dawson James acted as the placement agent for the offerings pursuant to a placement agency agreement, dated February 4, 2025, by and between us and Dawson James.
Current wording
The shares of Common Stock from the February 2025 Offering were offered by us pursuant to a prospectus supplement dated February 4, 2025, and accompanying prospectus dated October 3, 2024, which forms a part of our S-3 Registration Statement. Dawson James acted as the placement agent for the offerings pursuant to a placement agency agreement, dated February 4, 2025, by and between us and Dawson James.
Previous wording
Beginning on January 6, 2025, through March 15, 2025, we received exchange notices from certain holders of the Series B Warrants, with respect to an aggregate of 3,241,240 of the Series B Warrants, requiring the delivery of 9,723,724 shares of Common Stock according to the alternative cashless exercise, as applicable to the Series B Warrants under the November 2024 registered direct offering. The remaining 646 Series B Warrants are exchangeable for an aggregate of approximately 1,940 shares of Common Stock (subject to adjustment in the event of any stock dividend and split, reverse stock split, recapitalization, reorganization or similar transaction).
Current wording
Beginning on January 6, 2025, through March 15, 2025, we received exchange notices from certain holders of the Series B Warrants, with respect to an aggregate of 54,021 of the Series B Warrants, requiring the delivery of 162,603 shares of Common Stock according to the alternative cashless exercise provision of the Series B Warrants sold in the November 2024 registered direct offering. The remaining 11 Series B Warrants are exchangeable for 11 shares of Common Stock (subject to adjustment in the event of any stock dividend and split, reverse stock split, recapitalization, reorganization or similar transaction).
Previous wording
Selling and marketing expenses consist primarily of personnel-related expenses and professional service costs.
Current wording
Marketing expenses consist primarily of personnel-related expenses and professional service costs.
Previous wording
The following discussion of our operating results explains material changes in our results of operations for the three-months ended March 31, 2024 compared with the same periods ended March 31, 2023. The discussion should be read in conjunction with the financial statements and related notes included elsewhere in this report.
Current wording
The following discussion of our operating results explains material changes in our results of operations for the three and six months ended June 30, 2025 compared with the same periods ended June 30, 2024. The discussion should be read in conjunction with the financial statements and related notes included elsewhere in this report.
Previous wording
General and administrative expenses were approximately $1,499 for the three-month period ended March 31, 2025, as compared to approximately $733, for the prior-year period. The increase is primarily attributable to increased legal and professional fees, personnel costs and placement agent fees.
Current wording
General and administrative expenses were approximately $1,464 for the three-month period ended June 30, 2025, as compared to approximately $802, for the prior-year period. The increase is primarily attributable to increased legal and professional fees, and personnel costs.
Previous wording
Research and development expenses were approximately $1,871 for the three-month period ended March 31, 2025, as compared to approximately $2,148 for the prior-year period. The decrease is attributable to a reduction in product and manufacturing fees we accrued during the period related to the development of the Glucotrack CBGM model.
Current wording
Research and development expenses were approximately $3,150 for the three-month period ended June 30, 2025, as compared to approximately $3,589 for the prior-year period. The decrease is attributable to a reduction in product and manufacturing costs we accrued during the period related to the development of the Glucotrack CBGM model.
Previous wording
Selling and marketing expenses were approximately$128 for the three-month period ended March 31, 2025, as compared to $70 for the prior-year period. This increase is primarily attributable to increased professional marketing services.
Current wording
Marketing expenses were approximately $182 for the three-month period ended June 30, 2025, as compared to $100 for the prior-year period. This increase is primarily attributable to increased market research fees.
Previous wording
Change in derivative liability for the three months ended March 31, 2025, was an increase of $3,376. The change is primarily due to adjustments of the estimated fair value of the Series A Warrants, and the settlement of Series B Warrants exercised during the current quarter. See Note 3B to the condensed consolidated financial statements.
Current wording
Change in derivative liability for the three months ended June 30, 2025, was a decrease of $107. The change is primarily due to adjustments of the estimated fair value of the remaining 4,368 Series A and Series B Warrants.
Previous wording
Financing income, net was approximately $37 for the three-month period ended March 31, 2025, as compared to financing income of approximately $24 for the prior-year period. The increase is attributable to interest income received during the period.
Current wording
Financing income, net was approximately $29 for the three-month period ended June 30, 2025, as compared to financing income of approximately $2 for the prior-year period. The increase is attributable to interest income received during the period.
Previous wording
Net loss was approximately $6,833 million for the three-months’ period ended March 31, 2025, as compared to approximately $2,927 million for the prior-year period. The increase in net loss is primarily attributed to the increase in general and administrative expenses and the fair value change of the derivative liability, as described above.
Current wording
Net loss was $11,589 for the six-month period ended June 30, 2025, as compared to $7,416 for the prior-year period. The increase in net loss is primarily attributed to the increase in general and administrative expenses and the fair value change of the derivative liability, as described above.
Previous wording
As of March 31, 2025, we had $9,100 in cash and cash equivalents compared with $5,617 in cash and cash equivalents as of December 31, 2024. The net increase in cash and cash equivalents was attributable to the $6,395 received from financing activities offset by cash used in operating and investing activities of $2,928.
Current wording
As of June 30, 2025, we had $9,555 in cash and cash equivalents compared with $5,627 in cash, cash equivalents and restricted cash as of December 31, 2024. The net increase in cash and cash equivalents was attributable to the $10,555 of net proceeds received from financing activities offset by cash used in operating and investing activities of $6,693.
Previous wording
We have a history of recurring losses, and as of March 31, 2025, we have an accumulated deficit of $139,283. During the three months ended March 31, 2025, we recorded a net loss of $6,833. Our primary requirements for liquidity have been to fund product and clinical development activities and to satisfy our general corporate and working capital needs.
Current wording
We have a history of recurring losses, and as of June 30, 2025, we have an accumulated deficit of $144,039. During the six months ended June 30, 2025, we recorded a net loss of $11,589. Our primary requirements for liquidity have been to fund product and clinical development activities and to satisfy our general corporate and working capital needs.
Previous wording
Based on our operating plans, we do not expect that our current cash and cash equivalents as of March 31, 2025, will be sufficient to fund our operating, investing, and financing cash flow needs for at least the next twelve months, assuming our programs advance as currently contemplated. The Company estimates it will require approximately $15.0 million in cash to fund operations over this period. Based upon this review and our current financial condition, the Company has concluded that substantial doubt exists as to our ability to continue as a going concern. We have raised and believe we will continue to be able to raise additional capital through debt financing, private or public equity financings, license agreements, collaborative agreements or other arrangements with other companies, or other sources of financing. However, there can be no assurances that such financing will be available or will be at terms acceptable to us, or at all. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our clinical trials or other operations. If any of these events occur, our ability to achieve our operational goals would be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled “Risk Factors.” Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on commercially acceptable terms favorable to us, or at all.
Current wording
Based on our operating plans, we do not expect that our current cash and cash equivalents as of June 30, 2025, will be sufficient to fund our operating cash flow needs for at least the next twelve months, assuming our programs advance as currently contemplated. The Company estimates it will require approximately $15.0 million in cash to fund operations over this period. Based upon this review and our current financial condition, the Company has concluded that substantial doubt exists as to our ability to continue as a going concern. We have raised and believe we will continue to be able to raise additional capital through debt financing, private or public equity financings, license agreements, collaborative agreements or other arrangements with other companies, or other sources of financing. However, there can be no assurances that such financing will be available or will be at terms acceptable to us, or at all. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our clinical trials or other operations. If any of these events occur, our ability to achieve our operational goals would be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section titled “Risk Factors.” Depending on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements on commercially acceptable terms favorable to us, or at all.
Rearranged current paragraphs (8)
Current report — wording carried from elsewhere
We filed with the Delaware Secretary of State a Certificate of Amendment to our Certificate of Incorporation which became effective at 4:30 p.m. on June 13, 2025, to implement a reverse stock split at a ratio of 1-for-60 (the “June 2025 Reverse Stock Split”) of the shares of its Common Stock. The June 2025 Reverse Stock Split was approved by the Company’s stockholders at the 2025 annual meeting of the stockholders held on May 22, 2025.
Current report — wording carried from elsewhere
During the three months ended June 30, 2025, we sold 414,785 shares of Common Stock at an average offering price of $10.74 per share pursuant to the Sales Agreement for net proceeds of $4,320, after deducting fees owed to the Agent from such sale. As of June 30, 2025, there was no remaining capacity available under the ATM Program.
Current report — wording carried from elsewhere
Net loss was $4,756 for the three-month period ended June 30, 2025, as compared to $4,489 for the prior-year period. The increase in net loss is primarily attributed to the increase in general and administrative expenses and the loss from the Series A Warrant repurchase, as described above.
Current report — wording carried from elsewhere
Consolidated Results of Operations for the Six Months ended June 30, 2025 and 2024
Current report — wording carried from elsewhere
General and administrative expenses were approximately $2,963 for the six-month period ended June 30, 2025, as compared to approximately $1,535, for the prior-year period. The increase is primarily attributable to increased legal and professional fees, personnel costs.
Current report — wording carried from elsewhere
Research and development expenses were approximately $5,021 for the six-month period ended June 30, 2025, as compared to approximately $5,737 for the prior-year period. The decrease is attributable to a reduction in product and manufacturing costs we accrued during the period related to the development of the Glucotrack CBGM model.
Current report — wording carried from elsewhere
Change in derivative liability for the six months ended June 30, 2025, was a decrease of $3,269. The change is primarily due to adjustments of the estimated fair value of the remaining 4,368 Series A and Series B Warrants.
Current report — wording carried from elsewhere
Financing income, net was $66 for the six-month period ended June 30, 2025, as compared to financing income of $29 for the prior-year period. The increase is attributable to interest income received during the period.