GlucoTrack Inc美股招股说明书(2026-01-27版)

3,224,803 Shares of Common Stock This prospectus relates to the resale from time-to-time of up to 3,224,803 shares (the “Shares”) of common stock, par value$0.001 per share (the “Common Stock”), of Glucotrack, Inc. (the “Company,” “we,” “our” or “us”) by the selling stockholdersidentified in this prospectus or their permitted transferees (collectively, the “Selling Stockholders”). The shares of Common Stockregistered for resale pursuant to this prospectus consist of (i) 1,033,591 shares of Common Stock issuable upon the exercise of pre-funded warrants to purchase Common Stock issued to the investor (the “Investor”) in a private placement that closed on December 31,2025 (the “Private Placement”) (such warrants, the “Pre-Funded Warrants”), at an exercise price of $0.001 per share; (ii) 2,067,182shares of Common Stock issuable upon exercise of certain common warrants issued to the Investor in the Private Placement (the“Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”), at an exercise price of $3.87 per share; and (iii)124,030 shares of Common Stock issuable upon the exercise of warrants issued to Curvature Securities, LLC (the “Placement Agent”)for services provided in connection with the Private Placement (the “Placement Agent Warrants”), at an exercise price of $4.257 pershare. Each Pre-Funded Warrant was sold with two Common Warrants at a combined purchase price of $3.869, which is equal to theclosing price (as reflected on Nasdaq.com) of the Common Stock on December 29, 2025, minus the exercise price of the Pre-FundedWarrant of $0.001 per share. We are not selling any shares of Common Stock under this prospectus and will not receive any proceeds from the sale by theSelling Stockholders of the Shares. Sales of the Shares by the Selling Stockholders may occur at fixed prices, at or related to market prices prevailing at the timeof sale, or at negotiated prices. The Selling Stockholder may sell shares to or through underwriters, broker-dealer or agents, who mayreceive compensation in the form of discounts, concessions or commissions from the Selling Stockholders, the purchasers of theshares, or both. We will not receive any of the proceeds from such sales of the Shares. We will bear all costs, expenses and fees in connectionwith the registration of the Shares, including with regard to compliance with state securities or “blue sky” laws. The SellingStockholders will bear all commissions and discounts, if any, attributable to its sale of the Shares. See the section entitled “Plan ofDistribution” included in this prospectus. We are filing the registration statement on Form S-3 of which this prospectus forms a part to fulfill our contractual obligationsto the Investor to provide for the resale by the Investor of the Shares issuable upon exercise of the Warrants. See “SellingStockholders” beginning on page 18 of this prospectus for more information about the Selling Stockholders. Our registration of thesecurities covered by this prospectus does not mean that either we or the Selling Stockholder will issue, offer or sell any of the Shares. 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 January 12, 2026 was $3.82 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 354% of the totalCommon Stock outstanding as of January 12, 2026, 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. See“Prospectus Summary–Implication of Being a Smaller Reporting Company.” Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties inthe section entitled “Risk Factors” beginning on page 9 of this prospectus and in the other documents that are incorporated byreference before purchasing any of the securities offered by this prospectus. 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 contraryis a criminal offense. The date of this prospectus is January 27, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3THE OFFERING8RISK FACTORS9SELECTED FINANCIAL