Glucotrack 公司因未达纳斯达克最低报价要求被退市

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2026

GLUCOTRACK, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (201) 842-7715

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, Glucotrack, Inc. (the “Company”) received a determination from The Nasdaq Stock Market LLC (“Nasdaq”) to delist the Company’s securities for failure to comply with the $1.00 minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Following a hearing, a Nasdaq Hearings Panel (the “Panel”) granted the Company an exception to regain compliance with the Bid Price Rule, conditioned on, among other things, the Company maintaining a closing bid price of at least $1.00 for each trading day through November 9, 2026.

On October 28, 2026, the Company received written notice from the Panel that it had determined to delist the Company’s securities from Nasdaq because the Company’s closing bid price was $0.87 on October 14, 2026, and the Company therefore did not satisfy the terms of the exception. Trading in the Company’s common stock on Nasdaq will be suspended at the open of trading on October 30, 2026. The Company expects that Nasdaq will file a Form 25 with the Securities and Exchange Commission to delist the Company’s securities from Nasdaq and deregister them under Section 12(b) of the Securities Exchange Act of 1934, as amended.

The Company expects and plans for its shares of common stock to be quoted by the OTC Markets Group, Inc. (“OTC”) upon being suspended from trading on Nasdaq and intends to submit an application to have its securities traded on the OTCID Market (“OTCID”) of OTC.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, the Company’s expectation that it will commence trading its common stock on the OTCID tier. In some cases, you can identify forward-looking statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the important factors outlined under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026, as well as discussions of potential risks, uncertainties and other important factors in any subsequent Company filings with the SEC, which are available on the SEC’s website at www.sec.gov. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current Report on Form 8-K to reflect changes since the date of this Current Report on Form 8-K, except as may be required by law.

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.