Material Agreement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

Purchase Agreement

On September 11, 2025, Glucotrack, Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement"), with Sixth Borough Capital Fund, LP (the "Investor"), pursuant to which the Investor has committed to purchase up to $20.0 million of the Company's common stock, par value $0.001 per share (the "Common Stock"), subject to certain limitations and satisfaction of the conditions set forth in the Purchase Agreement.

Under the terms and subject to the conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to $20.0 million of the Company's Common Stock (the "Purchase Shares"). Such sales of Common Stock by the Company, if any, will be subject to certain limitations specified in the Purchase Agreement and may occur from time to time, at the Company's sole discretion, during the 24-month period beginning on the "Commencement Date." The Commencement Date is the date on which all conditions to the Investor's purchase obligation under the Purchase Agreement have been satisfied, including the effectiveness of a registration statement filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") covering the resale of shares issued or issuable to the Investor under the Purchase Agreement, and the filing of the related final prospectus with the SEC, as required pursuant to the Registration Rights Agreement.

Regular Purchases

From and after the Commencement Date, the Company may, by written notice (each, a "Regular Notice"), direct the Investor to purchase up to 20,000 shares of Common Stock (each such purchase, a "Regular Purchase" and, the day on which the Investor receives the Regular Note, the "Regular Purchase Date"), subject to adjustment as described below (such maximum number of Purchase Shares, as may be adjusted from time to time, the "Regular Purchase Share Limit"). The purchase price for each Regular Purchase (the "Regular Purchase Price") shall be equal to the lesser of ninety-seven percent (97%) of: (i) the volume weighted average price (the "VWAP") of the Common Stock on the Nasdaq Capital Market (the "Principal Market") on the date the Regular Notice is delivered to the Investor (the "Regular Purchase Date"); or (ii) the average of the three (3) lowest closing sale prices for the Common Stock on the Principal Market (each, a "Closing Sale Price") during the ten (10) trading days prior to the Regular Purchase Date. The Regular Purchase Share Limit shall increase to 25,000 Purchase Shares if the Closing Sale Price of the Common Stock on the applicable Regular Purchase Date is not less than $3.00, and shall further increase to 30,000 Purchase Shares if the Closing Sale Price of the Common Stock on the applicable Regular Purchase Date is not less than $5.00. The Investor's committed obligation under any single Regular Purchase shall not exceed $500,000.

Add-On Purchases

Subject to the terms and conditions of the Purchase Agreement, in addition to directing purchases of Purchase Shares as pursuant to a Regular Notice, the Company shall also have the right, but not the obligation, to direct the Investor to purchase a number of Purchase Shares by delivering a written notice to the Investor (each, an "Add-On Purchase Notice"). Each Add-On Purchase Notice may direct the Investor to purchase a number of Purchase Shares not to exceed the lesser of: (i) three (3) times the number of shares purchased pursuant to the corresponding Regular Notice, or (ii) 30% of the trading volume of the Common Stock on the date of the Add-On Purchase Notice (the "Add-On Purchase Share Amount"). The purchase price for each Add-On Purchase (the "Add-On Purchase Price," and each such purchase, an "Add-On Purchase") shall be equal to the lesser of ninety-five percent (95%) of: (i) the VWAP reported by the Principal Market for the period beginning at 9:30:01 a.m., Eastern time, on the applicable Regular Purchase Date (the "Add-On Purchase Date"), or such other time publicly announced by the Principal Market as the official open of trading, and ending 4:00:00 p.m., Eastern time, or such other time publicly announced as the official close of trading on such applicable Add-On Purchase Date; and (ii) the average of the three (3) lowest Closing Sale Prices of the Common Stock during the ten (10) business days immediately prior to the Add-On Purchase Date. The Company may deliver an Add-On Purchase Notice to the Investor only if: (i) it has properly submitted a Regular Notice on the same Regular Purchase Date, providing for the purchase of a number of Purchase Shares equal to or greater than the Regular Purchase Share Limit then in effect (including any automatic increases resulting from the applicable Closing Sale Price or other adjustments under the Purchase Agreement); and (ii) the Investor has received all Purchase Shares subject to all prior Regular Purchases (excluding the Regular Purchase made on such Regular Purchase Date), as well as all prior Add-On Purchases and Intraday Purchases (as defined herein) initiated by the Company under the Purchase Agreement.