GlucoTrack (GCTK) Registration filing summary

Company overview and business model

• Post-merger structure is a holding company with two wholly owned operating subsidiaries: Glucotrack Technologies develops an implantable continuous blood glucose monitor (CBGM); Lokahi develops LT-100, a bee-venom-based drug candidate for knee osteoarthritis (OA) and potentially multiple sclerosis (MS).

• The CBGM targets people with Type 1 diabetes and insulin-using Type 2 diabetes or hypoglycemia risk; the implant is designed for continuous measurement, ~3-year sensor longevity, no on-body wearable, and minimal calibration.

• Lokahi’s LT-100 is an intradermal bee-venom-based candidate; its license includes prior Apitoxin clinical data, while U.S. development and commercialization remain subject to clinical and FDA progress.

• The prior non-invasive earlobe Glucotrack product had its CE Mark withdrawn; development shifted to the implantable CBGM in 2023.

Financial performance and metrics

• At March 31, 2026, cash and cash equivalents were $3.9 million and accumulated deficit was ~$156.2 million; recurring operating losses and projected cash needs raised substantial doubt about going concern.

• At December 31, 2025, accumulated deficit was $151.8 million; the auditor’s report included a going-concern emphasis, and financial statements assume continued operations.

• Historical net tangible book value at June 30, 2026 was negative ~$1.741 million, or negative $4.17 per share; pro forma under the stated ELOC and warrant assumptions, it was ~$9.4 million, or $0.89 per share.

Use of proceeds and capital allocation

• Selling-stockholder resales generate no proceeds; discretionary ELOC sales could generate up to $50 million gross over three years, with 50% of Purchase Share proceeds allocated to Glucotrack Technologies when legally available.

• Remaining ELOC proceeds are intended for working capital and general corporate purposes; management has broad discretion, and no ELOC shares may be sold.

• Cash exercise could generate up to ~$4.0 million from Interim PIPE warrants and ~$33.3 million from September and PA warrants, subject to exercise and other conditions.