Glucotrack, Inc. (NASDAQ: GCTK) entered into a definitive securities purchase agreement on September 10, 2026, to issue senior secured convertible promissory notes to certain investors. The total aggregate principal amount of the notes issued is $11,596,172.68. The transaction closed on the same day, September 10, 2026.

The financing includes a combination of new cash and the exchange of existing debt. The Company received $4,500,000 in new cash consideration. Additionally, the Company surrendered and exchanged $4,545,014.69 in aggregate principal amount of existing senior secured convertible promissory notes held by the investors. The total purchase price for the transaction was $9,045,014.69, which represents a 22% original issue discount on the principal amount of the notes.

The notes bear interest at a rate of 8% per annum on the outstanding principal amount. They mature nine months from the issuance date. In the event of a default, the outstanding principal amount and unpaid interest will bear interest at a rate of 18% per annum until paid in full. The notes are secured by a security interest in substantially all of the Company’s assets and its subsidiaries, sharing collateral on an equal and ratable basis with other secured obligations.

The notes are convertible into shares of the Company’s common stock at a conversion price equal to the lower of (i) $3.12 and (ii) 80% of the lowest daily volume weighted average price of the common stock over the 15 trading days preceding the conversion notice, subject to a floor price of 20% of the Nasdaq Minimum Price. The total number of shares issued upon conversion of the notes and warrants may not exceed 19.99% of the outstanding common stock prior to the execution of the Purchase Agreement, unless the Company obtains stockholder approval.

In connection with the financing, the Company also issued warrants to purchase 4,831,739 shares of common stock. These warrants are exercisable for a period of five years from the issuance date at an exercise price of $7.50 per share. Additionally, the Company entered into a Placement Agency Agreement with Dawson James Securities, Inc., which received a cash placement fee equal to 7% of the gross cash proceeds and warrants to purchase 148,668 shares of common stock as compensation.