GlucoTrack Inc美股招股说明书(2025-10-30版)

GLUCOTRACK, INC. This prospectus relates to the offer and resale of up to 20,060,000 shares of our common stock, par value $0.001 per share(“Common Stock”), by Sixth Borough Capital Fund, LP, which we refer to in this prospectus as “Sixth Borough” or the “sellingstockholder.” The shares of Common Stock being offered by the selling stockholder consist of: ●up to 20,000,000 shares of Common Stock that we may elect to issue and sell to Sixth Borough, in our sole discretionfrom time to time after the date of this prospectus (the “Purchase Shares”), pursuant to a purchase agreement, dated as ofSeptember 11, 2025, that we entered into with Sixth Borough (the “Purchase Agreement”), providing for up to $20.0million of committed equity financing (the “Commitment Amount”); and●up to 60,000shares of our Common Stock issuable upon exercise of pre-funded warrants to purchase Common Stock(the “Pre-Funded Warrants”) to be issued to Sixth Borough as consideration for its irrevocable commitment to purchaseour Common Stock under the Purchase Agreement (the “Commitment Shares”). See the section entitled “The Sixth Borough Transaction” for descriptions of the Purchase Agreement and the section entitled“Selling Stockholder” for additional information regarding Sixth Borough. We are not selling any securities under this prospectus and will not receive any of the proceeds from the resale by the sellingstockholder of shares of Common Stock under this prospectus. However, we may receive proceeds of up to $20.0 million from oursale of Purchase Shares, if any, to Sixth Borough under the Purchase Agreement, from time to time in our discretion after the date theregistration statement of which this prospectus is a part is declared effective and the other conditions in the Purchase Agreement havebeen satisfied. Sixth Borough may sell the shares of our Common Stock described in this prospectus in a number of different ways and atvarying prices. The price that Sixth Borough will pay for the shares to be resold pursuant to this prospectus will depend upon thetiming of sales and will fluctuate based on the trading price of our Common Stock. Sixth Borough is an “underwriter” within themeaning 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 Purchase Agreement and described inthis prospectus depending on the type of purchase notice we submit to Sixth Borough from time to time. We will pay the expensesincurred in registering the shares of our Common Stock, including legal and accounting fees. See the section entitled “Plan ofDistribution (Conflict of Interest)” beginning on page 37 for more information about how Sixth Borough may sell the shares ofCommon 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 saleprice of our Common Stock on the Nasdaq Capital Market on October 7, 2025, was $7.45 per share. The Common Stock being registered pursuant to this prospectus represent a substantial percentage of our public float and ofour outstanding Common Stock. The number of shares being registered in this prospectus represents approximately 2,203% of the totalCommon Stock outstanding as of October 8, 2025, which was 910,688 shares of Common Stock. The sale of the securities beingregistered in this prospectus, or the perception in the market that such sales may occur, could result in a significant decline in thepublic 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. Seethe section entitled “Prospectus Summary–Implication of Being a Smaller Reporting Company.” INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLYCONSIDER THE RISKS AND UNCERTAINTIES IN THE SECTION ENTITLED “RISK FACTORS” BEGINNING ONPAGE 13 OF THIS PROSPECTUS AND IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCEBEFORE 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 investmentdecision. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved 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 October 28, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4THE OFFERING11RISK FACTORS13SELECTED FINANCIAL DATA19THE