GlucoTrack Inc 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ______ Commission file number 001-41141 GLUCOTRACK, INC.(Exact name of registrant as specified in its charter) Delaware98-0668934(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 301 Route 17 North, Suite 800Rutherford, NJ07070(Address of Principal Executive Offices)(Zip Code) (201) 842-7715Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredThe Nasdaq Stock Market LLC Common Stock, par value $0.001 per share GCTK Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2025, the last business day of the registrant’s last completed second quarter, the aggregate market value of the common stockheld by non-affiliates of the registrant was approximately $5.4 million based on the closing price per share of the registrant’s common stock,par value $0.001 per share (the “Common Stock”), on June 30, 2025, as reported by the Nasdaq Stock Market. For the purposes of thisdisclosure, shares of Common Stock held by each executive officer, director and affiliate based on public filings and other information knownto the registrant have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not necessarily aconclusive determination for other purposes. As of March 30, 2026, there were 1,944,279 shares of Common Stock, par value $0.001 per share, of the registrant issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents PagePART IItem 1. Business4Item 1A. Risk Factors15Item 1B. Unresolved Staff Comments32Item 1C. Cybersecurity32Item 2. Properties33Item 3. Legal Proceedings33Item 4. Mine Safety Disclosures33PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34Item 6. [Reserved]35Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations35Item 7A. Quantitative and Qualitative Disclosures About Market Risk43Item 8. Financial Statement