Lokahi merger pro forma financials and 1-for-2 reverse stock split
Glucotrack's unaudited pro forma financial information gives effect to its July 14, 2026 merger with Lokahi Therapeutics, with $34,290,345 of consideration transferred; an EV/sales multiple is not calculable because Lokahi reported no revenue for FY2025 or the six months ended June 30, 2026. Pro forma combined revenue was $0 and net loss was $(19,699,822) for the six months ended June 30, 2026, versus a pro forma combined net loss of $(28,135,308) for FY2025. The filing also reports a 1-for-2 reverse stock split...
Key takeaways
Merger consideration: $34,290,345 of Glucotrack common stock and Series A convertible preferred stock, equal to 2,738,408 common-equivalent shares after the 1-for-15 and 1-for-2 reverse splits; former Lokahi stockholders collectively held 90% of Glucotrack's total issued and outstanding equity.
Purchase price allocation: $25,400,000 of in-process research and development and other identified intangible assets and $15,631,064 of goodwill, against $9,237,993 of liabilities assumed.
Pro forma results: revenue of $0, total operating expenses of $13,561,612 and net loss of $(19,699,822) for the six months ended June 30, 2026; FY2025 pro forma total operating expenses of $24,895,715 and net loss of $(28,135,308).
Pro forma balance sheet as of June 30, 2026: total assets of $54,463,979, total liabilities of $25,302,892, stockholders' equity of $29,161,087, cash and cash equivalents of $10,617,827 and convertible notes at fair value of $11,738,734.
Bridge financing: $5,705,128 face of senior secured convertible notes with an 8% simple coupon and 22% OID due April 14, 2027, plus $4,487,180 face of additional notes on the same terms due May 4, 2027, with related day-one losses of $2,716,171 and $2,162,728.
Equity facilities: $2,000,000 Interim PIPE proceeds issued through 177,778 pre-funded warrants; the company has not sold any shares under the $50,000,000 three-year equity line of credit purchase agreement.
Reverse stock split: 1-for-2 split effective 4:30 p.m. ET on October 23, 2026; no fractional shares issued, authorized common stock unchanged at 250,000,000 shares, ticker remains GCTK and new CUSIP is 45824Q879.
Key metrics
Disclosure changes
- Pro forma condensed combined financial information for the Lokahi merger
The 8-K includes unaudited pro forma condensed combined financial information prepared under Article 11 of Regulation S-X for the year ended December 31, 2025 and the six months ended June 30, 2026, assuming the merger closed on January 1 of each period, together with a pro forma combined balance sheet as of June 30, 2026 and a preliminary purchase price allocation of $25,400,000 of in-process research and development and other identified intangible assets and $15,631,064 of goodwill.
Pro forma combined revenue was $0 with a net loss of $(19,699,822) for the six months ended June 30, 2026 and $(28,135,308) for FY2025, and the company states the information is illustrative and not indicative of future results. - Reverse stock split and Certificate of Amendment
A 1-for-2 reverse stock split of Glucotrack common stock became effective at 4:30 p.m. ET on October 23, 2026, combining every two shares into one, issuing no fractional shares and reducing shares outstanding from 2,368,237 to approximately 1,184,119 while authorized common stock remained 250,000,000 shares.
Historical per-share and share-count data in the filing are recast for the August 1-for-15 and October 1-for-2 reverse splits, and adjusted-basis trading began October 26, 2026 under new CUSIP 45824Q879.
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