Glucotrack, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on September 17, 2026.

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

301 Rte. 17 North, Ste. 800,

Rutherford, NJ 07070

(201) 842-7715

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Erik Emerson

Chief Executive Officer

301 Rte. 17 North, Ste. 800,

Rutherford, NJ 07070

(201) 842-7715

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David Mannheim, Esq.

Nelson Mullins Riley & Scarborough LLP

301 Hillsborough Street, Suite 1400

Raleigh, NC 27603

(919) 329-3800

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated SEPTEMBER 17, 2026

PRELIMINARY PROSPECTUS

43,447,017 ** Shares of Common Stock**

GLUCOTRACK, INC.

This prospectus relates to the offer and resale of up to 43,447,017 shares of our common stock, par value $0.001 per share (“Common Stock”), consisting of: (i) up to 223,312 shares of Common Stock (the “Bridge Note Conversion Shares”) issuable upon the conversion of certain senior secured convertible promissory notes, dated July 14, 2026 (including the follow-on bridge notes issued on August 4, 2026, the “Bridge Notes”), issued in connection with the securities purchase agreement, dated July 14, 2026, as supplemented by a joinder dated August 4, 2026 (the “Purchase Agreement”), with certain investors (the “Bridge Investors”); (ii) up to 1,191,191 shares of Common Stock issuable upon the exercise of Common Stock purchase warrants (including the follow-on bridge warrants issued on August 4, 2026, the “Bridge Warrant Shares” and, together with the Bridge Note Conversion Shares, the “Bridge Shares”) issued to the Bridge Investors (the “Bridge Warrants” and, together with the Bridge Notes, the “Bridge Securities,” and such transactions, the “Bridge Financing”); (iii) an aggregate of 333,335 shares of Common Stock (the “Bridge Penalty Shares”) issuable to certain of the Bridge Investors in connection with the Purchase Agreement; (iv) up to 8,351,708 shares of Common Stock issuable pursuant to that certain common stock purchase agreement (as amended by Amendment No. 1, dated August 7, 2026, the “ELOC Purchase Agreement”), dated July 14, 2026, with White Lion Capital, LLC (the “ELOC Investor”), pursuant to which the Company has the right, but not the obligation, to require the ELOC Investor to purchase, from time to time over a three-year period, up to $50,000,000 of shares of Common Stock (the “Purchase Shares”), subject to certain limitations and conditions set forth in the ELOC Purchase Agreement; (v) up to 1,670,342 shares of Common Stock issuable upon exercise of a Common Stock purchase warrant (the “ELOC Warrant Shares”) issued to the ELOC Investor in connection with the ELOC Purchase Agreement (the “Commitment Warrant”); (vi) up to 167,035 shares of Common Stock issuable in satisfaction of the $1,000,000 commitment fee (the “Commitment Fee”) owed to the ELOC Investor in connection with the ELOC Purchase Agreement (the “Commitment Shares”); (vii) up to 177,778 shares of Common Stock (the “Pre-Funded Warrant Shares”) issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants”) issued pursuant to a securities purchase agreement, dated August 4, 2026 (the “Interim PIPE SPA”), with an investor (the “PIPE Purchaser”); (viii) up to 177,778 shares of Common Stock (the “PIPE Warrant Shares”) issuable upon exercise of Common Stock purchase warrants (the “PIPE Common Warrants” and, together with the Pre-Funded Warrants, the “PIPE Warrants”) issued pursuant to the Interim PIPE SPA (such transactions, the “Interim PIPE”); (ix) up to 18,703,508 shares of Common Stock (the “September Note Conversion Shares”) issuable upon the conversion of certain senior secured convertible promissory notes, dated September 10, 2026 (the “September Notes”), issued in connection with the securities purchase agreement, dated September 10, 2026 (the “September Purchase Agreement”), with certain investors (the “September Investors”); (x) up to 12,079,360 shares of Common Stock issuable upon the exercise of Common Stock purchase warrants (the “September Warrant Shares” and, together with the September Note Conversion Shares, the “September PIPE Shares”) issued to the September Investors (the “September Warrants” and, together with the Bridge Notes, the “September PIPE Securities,” and such transactions, the “September PIPE Financing”); and (xi) up to 371,670 shares of Common Stock issuable upon the exercise of Common Stock purchase warrants issued to certain individuals in connection with the September PIPE Financing (the “PA Warrants”).

See the section entitled “The Bridge Financing” for descriptions of the Purchase Agreement, Bridge Securities and Bridge Penalty Shares, the section entitled “ELOC Purchase Agreement” for descriptions of the ELOC Purchase Agreement, the section entitled “The Interim PIPE” for descriptions of the Interim PIPE SPA and PIPE Warrants, the section “September PIPE Financing” for descriptions of the September Purchase Agreement, the September Notes, the September Warrants and PA Warrants, and the section entitled “Selling Stockholders” for additional information regarding the Bridge Investors, the ELOC Investor, the PIPE Purchaser and the September Investors (collectively, the “Selling Stockholders”).

We are not selling any securities under this prospectus and will not receive any of the proceeds from the resale by the Selling Stockholders of shares of Common Stock under this prospectus. However, we may receive proceeds of up to $50.0 million from our sale of Purchase Shares, if any, to the ELOC Investor under the ELOC Purchase Agreement, from time to time in our discretion after the date the registration statement of which this prospectus is a part is declared effective and the other conditions in the ELOC Purchase Agreement have been satisfied.

The Selling Stockholders may sell the shares of our Common Stock described in this prospectus in a number of different ways and at varying prices. The price that ELOC Investor will pay for the shares to be resold pursuant to this prospectus will depend upon the timing of sales and will fluctuate based on the trading price of our Common Stock. The ELOC Investor is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

The purchase price for the Purchase Shares will be based upon formulas set forth in the ELOC Purchase Agreement and described in this prospectus depending on the type of purchase notice we submit to the ELOC Investor from time to time. We will pay the expenses incurred in registering the shares of our Common Stock, including legal and accounting fees. See the section entitled “Plan of Distribution” beginning on page 61 for more information about how the Selling Stockholders may sell the shares of Common Stock being registered pursuant to this prospectus.

Our Common Stock is listed for trading on the Nasdaq Capital Market under the symbol “GCTK”. The last reported sale price of our Common Stock on the Nasdaq Capital Market on September 14, 2026, was $2.45 per share.

The Common Stock being registered pursuant to this prospectus represent a substantial percentage of our public float and of our outstanding Common Stock. The number of shares being registered in this prospectus represents approximately 5,442% of the total Common Stock outstanding as of September 14, 2026, which was 798,390 shares of Common Stock. The sale of the securities being registered in this prospectus, or the perception in the market that such sales may occur, could result in a significant decline in the public trading price of our Common Stock.

We are a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as such are subject to reduced public company reporting requirements for this prospectus and future filings. See the section entitled “Prospectus Summary –Implication of Being a Smaller Reporting Company.”

On May 11, 2026, we received a letter (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we no longer complied with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share (the “Bid Price Rule”), and that the staff of the Listing Qualifications Department (“Nasdaq Staff”) had determined to delist our securities from The Nasdaq Capital Market. We timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal, which stayed further delisting actions. On May 15, 2026, we received a second letter from Nasdaq notifying us that, based on our Form 10-Q for the period ended March 31, 2026, we no longer meet the $2,500,000 minimum stockholders’ equity requirement under Listing Rule 5550(b)(1) (the “Equity Rule”) or the alternatives of market value of listed securities or net income from continuing operations. This deficiency became an additional basis for delisting and was considered in the Panel’s decision regarding our continued listing. At a hearing on June 18, 2026, we presented our plan to regain compliance with the Bid Price Rule and the Equity Rule. On August 14, 2026, the Panel determined that we had regained compliance with the Equity Rule and granted our request for continued listing on Nasdaq, subject to certain conditions, including that we (i) hold our annual meeting and obtain stockholder approval of a reverse stock split sufficient to achieve a closing bid price of at least $1.00 on or before August 18, 2026, (ii) effect the reverse stock split and achieve a closing bid price at or above $1.00 on or before August 31, 2026, and (iii) maintain a closing bid price at or above $1.00 for each trading day until November 9, 2026. On August 18, 2026, the Company held its annual meeting of stockholders, at which the stockholders approved a proposal to allow the Company to implement a reverse stock split. As described herein, on August 28, 2026, we implemented a one-for-15 reverse stock split. There can be no assurance that we will satisfy the remaining conditions or maintain compliance with applicable Nasdaq listing requirements. See the section entitled “Risk Factors –Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our Common Stock” for more information.

All references to shares of Common Stock and per share numbers in this Prospectus give effect to a one-for-15 reverse stock split of each of its issued and outstanding shares of Common Stock. The reverse stock split took effect as of August 28, 2026 at 4:30 p.m. Eastern Time.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES IN THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 12 OF THIS PROSPECTUS AND IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE BEFORE PURCHASING ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

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