We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Guided Therapeutics Inc (QB) | USOTC:GTHP | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.109 | 0.0745 | 0.11 | 8 | 21:03:05 |
Delaware
|
|
3845
|
|
58-2029543
|
(State or other jurisdiction
of incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S.
Employer
Identification Number) |
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☐
|
Smaller
reporting company
|
☑
|
Emerging Growth
Company
|
☐
|
Title of Each Class of
Securities to be Registered (1) |
Amount to be Registered
|
Proposed Maximum Offering Price Per
Unit
|
Proposed Maximum Aggregate
Offering
Price |
Amount of Registration
Fee(2) |
Series D preferred stock, par
value $0.001
|
5,000
|
$1,000
|
$5,000,000
|
(3)
|
Warrants to purchase shares of
common stock
|
5,000
|
--
|
--
|
(4)
|
Shares of common stock
issuable upon conversion of Series D preferred stock
|
38,750,000
(5)
|
--
|
--
|
(6)
|
Shares of common stock
issuable upon exercise of the Warrants
|
31,250,000
|
$0.21
(7)
|
$6,562,500
(4)
|
$286(8)
|
|
Per Share/Warrant
|
Total
|
Offering
Price
|
$
1,000
|
$
5,000,000
|
Placement
Agent’s Fees (1)
|
$
100
|
$
500,000
|
Offering Proceeds,
Before Expenses
|
$
900
|
$
4,500,000
|
|
(1)
|
We have agreed to reimburse to the placement
agent for its reasonable, out-of-pocket expenses. See “Plan
of Distribution” on page 20 for more
information.
|
FORWARD-LOOKING STATEMENTS
|
ii
|
SUMMARY
|
1
|
RISK FACTORS
|
6
|
USE OF PROCEEDS
|
17
|
DILUTION
|
17
|
CAPITALIZATION
|
19
|
PLAN OF DISTRIBUTION
|
20
|
DESCRIPTION OF SECURITIES WE ARE OFFERING
|
22
|
DESCRIPTION OF SECURITIES
|
25
|
OUR BUSINESS
|
30
|
PROPERTIES
|
37
|
LEGAL PROCEEDINGS
|
37
|
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
|
38
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
39
|
DIRECTORS AND EXECUTIVE OFFICERS
|
49
|
CORPORATE GOVERNANCE
|
50
|
EXECUTIVE COMPENSATION
|
52
|
SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN
BENEFICIAL OWNERS
|
54
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE
|
55
|
LEGAL MATTERS
|
56
|
EXPERTS
|
56
|
WHERE YOU CAN GET MORE INFORMATION
|
56
|
|
●
|
access to sufficient debt or equity capital to
meet our operating and financial needs;
|
|
●
|
the extent of dilution of the holdings of our
existing stockholders upon the issuance, conversion or exercise of
securities issued as part of our capital raising
efforts;
|
|
●
|
whether and when we or any potential strategic
partners will obtain required regulatory approvals in the markets
in which we plan to operate;
|
|
●
|
the effectiveness and ultimate market acceptance
of our products and our ability to generate sufficient sales
revenues to sustain our growth and strategy plans;
|
|
●
|
whether our products in development will prove
safe, feasible and effective;
|
|
●
|
our need to achieve manufacturing scale-up in a
timely manner, and our need to provide for the efficient
manufacturing of sufficient quantities of our
products;
|
|
●
|
the lack of immediate alternate sources of
supply for some critical components of our products;
|
|
●
|
our ability to establish and protect the
proprietary information on which we base our products, including
our patent and intellectual property position;
|
|
●
|
the need to fully develop the marketing,
distribution, customer service and technical support and other
functions critical to the success of our product
lines;
|
|
●
|
the dependence on potential strategic partners
or outside investors for funding, development assistance, clinical
trials, distribution and marketing of some of our products;
and
|
|
●
|
other risks and uncertainties described from
time to time in our reports filed with the SEC.
|
Issuer
|
Guided Therapeutics, Inc.
|
Securities
offered
|
Up to 5,000 shares of Series D preferred stock
and warrants exercisable for an aggregate of up to
31,250,000 shares of our common stock. The shares of
Series D preferred stock and the warrants are immediately separable
and will be issued separately, but will be purchased together in
this offering. This prospectus also covers the shares of common
stock issuable upon conversion of the Series D preferred
stock, including any accrued but unpaid dividends on the
Series D preferred stock, and upon the exercise of the
warrants.
|
Offering
price
|
$1,000 combined price for each share of Series D
preferred stock and accompanying warrant
|
Description of Series
D preferred stock
|
Series D preferred stock pays a two-year cumulative
cash dividend of 12% per year, has a liquidation
preference senior to our common stock but junior to our
Series C preferred stock, is convertible at the option of the
holder (subject to certain ownership limitations, and at a
contractual limit of 25% of the holder's initial holdings of Series
D preferred stock per calendar quarter) into shares of our
common stock at a conversion price of $__ per share (and is
mandatorily convertible upon the election of two-thirds of the
then-outstanding holders), subject to anti-dilution adjustment, and
is redeemable under certain circumstances at our option or the
option of two-thirds of the then-outstanding holders. See
“Description of Securities We Are Offering” on page
22.
|
Shares of common stock
underlying the shares of Series D preferred
stock
|
Up to
31,250,000 shares, based on an assumed per
share conversion price of $0.16. The actual
number of shares will depend on the actual conversion price, which
has not been determined, but is expected to be a discount to the
then-current market price of our common stock
. To the
extent of any accrued but unpaid dividends at the time of
conversion, up to an additional 7,500,000 shares, based on an
assumed per share conversion price of
$0.16.
|
Description of
warrants
|
Each warrant will
be immediately exercisable (subject to certain limitations
during the first 90 days after issuance) for up to
6,250 shares of our common stock (based on warrant
coverage of 100% of the shares issued upon conversion of a share of
Series D preferred stock), have an exercise price assumed to be
$0.19 per share, and expire five years after the date
of issuance. The actual exercise price has not been determined, but
is expected to be 120% of the conversion price of the Series D
preferred stock. No exercise will be permitted during the
first 90 days after issuance unless the market price for our common
stock is at least two times the exercise price. The warrants will
be subject to a mandatory call provision if, among other things,
our common stock meets specified price and volume minimums.
See “Description of Securities We Are Offering” on page
1.
|
Shares of common stock
underlying the warrants
|
Up to
31,250,000 shares (based on warrant coverage of 100%
of the shares issued upon conversion of all 5,000 shares of Series
D preferred stock).
|
Shares of common stock
outstanding before and after this offering
|
2,022,890 shares before this offering and
33,272,890 shares after this offering, assuming all
shares of Series D preferred stock are immediately
sold and converted to common stock.* See “Dilution” on
page 17.
|
Use of
proceeds
|
We intend to apply net cash proceeds received in
connection with the offering to increase inventory of LuViva to
meet current demand, repay our outstanding secured promissory note
and repurchase approximately $63,000 in shares of
Series C preferred stock, repay our May 2017 bridge
financing, support our efforts to re-file for U.S. FDA
approval of LuViva, and support general working capital and
operations. However, we will retain broad discretion over the use
of proceeds and may use the money for other corporate purposes. See
“Use of Proceeds” on page 17.
|
Market for the common
stock
|
Our common stock is quoted on the OTCQB marketplace
under the symbol “GTHP.” See “Market for Our
Common Stock and Related Stockholder Matters” on page
37.
|
Risk
factors
|
You should read “Risk Factors” on page 7
for an explanation of the risks of investing in this
offering.
|
|
*
|
Share numbers are
based on shares outstanding as of May 31, 2017,
assume conversions of Series D preferred stock prior to accrual and
payment of any dividends, and exclude:
|
|
●
|
125 shares of common
stock reserved for future issuance under our 1995 Stock
Plan;
|
|
●
|
26,463,354
shares of common stock reserved for issuance upon conversion of, or
as dividends on, our Series C and Series C1 convertible preferred
stock;
|
|
●
|
14,441,327
shares reserved for issuance upon conversion of our outstanding
convertible debt;
|
|
●
|
10,708,381
shares of common stock issuable upon the exercise of outstanding
warrants or warrants to be exchanged for outstanding warrants;
and
|
|
● | up to 31,250,000 shares of common stock issuable upon exercise of warrants sold as part of this offering. |
Accumulated deficit, from inception
to 12/31/2014
|
$
|
113.1 million
|
Preferred dividends and deemed dividends
|
$
|
2.6 million
|
Net Loss for fiscal year 2015, ended
12/31/2015
|
$
|
6.9 million
|
Accumulated deficit, from inception to
12/31/2015
|
$
|
122.6 million
|
Preferred dividends
|
$
|
1.0 million
|
Net Loss for fiscal year 2016,
ended 12/31/2016
|
$
|
4.0 million
|
Accumulated deficit, from inception to
12/31/2016
|
$
|
127.6 million
|
Net Loss for year to date ended
3/31/2017
|
$
|
0.2 million
|
Accumulated deficit, from inception to
3/31/2017
|
$
|
127.8 million
|
|
●
|
we, or any collaborative partner, will make
timely filings with the
U.S.
FDA;
|
|
●
|
the
U.S.
FDA
will act favorably or quickly on these submissions;
|
|
●
|
we will not be required to submit additional
information or perform additional clinical studies; or
|
|
●
|
we will not face other significant difficulties
and costs necessary to obtain
U.S.
FDA
clearance or approval.
|
|
●
|
we may be unable to obtain additional financing
to fund working capital, operating losses, capital expenditures or
acquisitions on terms acceptable to us, or at all;
|
|
●
|
the amount of our interest expense may increase
if we are unable to make payments when due;
|
|
●
|
our assets might be subject to foreclosure if we
default on our secured debt (see “—
We have outstanding debt that is
collateralized by a general security interest in all of our assets,
including our intellectual property. If we were to fail to repay
the debt when due, the holders would have the right to foreclose on
these assets.
”);
|
|
●
|
our vendors or employees may, and some have,
instituted proceedings to collect on amounts owed
them;
|
|
●
|
we have to use a substantial portion of our cash
flows from operations to repay our indebtedness, including ordinary
course accounts payable and accrued payroll liabilities, which
reduces the amount of money we have for future operations, working
capital, inventory, expansion, or general corporate or other
business activities; and
|
|
●
|
we may be unable to refinance our indebtedness
on terms acceptable to us, or at all.
|
|
●
|
We have additional authorized shares of common
stock that the board could issue in future without stockholder
approval, and such additional shares could be issued, among other
purposes, in financing transactions or to resist or frustrate a
third-party transaction that is favored by a majority of the
independent stockholders. This could have an anti-takeover effect,
in that additional shares could be issued, within the limits
imposed by applicable law, in one or more transactions that could
make a change in control or takeover of us more
difficult.
|
●
|
There can be no assurance that the reverse stock
split will achieve the benefits that we hope it will achieve. The
total market capitalization of our common stock after the reverse
stock split may be lower than the total market capitalization
before the reverse stock split.
|
|
●
|
we are a small company that is relatively
unknown to stock analysts, stock brokers, institutional investors
and others in the investment community that generate or influence
sales volume; and
|
|
●
|
stock analysts, stock brokers and institutional
investors may be risk-averse and be reluctant to follow a company
such as ours that faces substantial doubt about its ability to
continue as a going concern or to purchase or recommend the
purchase of our shares until such time as we became more
viable.
|
|
●
|
control of the market for the security by one or
a few broker-dealers that are often related to the promoter or
issuer;
|
|
●
|
manipulation of prices through prearranged
matching of purchases and sales and false and misleading press
releases;
|
|
●
|
“boiler room” practices involving
high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons;
|
|
●
|
excessive and undisclosed bid-ask differentials
and markups by selling broker-dealers; and
|
|
●
|
the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to
a desired level, along with the resulting inevitable collapse of
those prices and with consequent investor losses.
|
Expected Use for
Net Cash Proceeds
|
Expected Amount
of Net Cash Proceeds ($ in 000s)
|
Expected %
of
Net Cash
Proceeds
|
Increase inventory
of LuViva advanced cervical device
|
$
1,000,000
|
24.0
%
|
Repayment of
Secured Promissory Note and repurchase approximately
$63,000 of shares of Series C preferred stock
(approximately 30 shares)
|
260,000
|
6.3
%
|
Repayment of
May 2017 Bridge Financing
|
154,000
|
3.7
%
|
Support Efforts to
Re-File for U.S. FDA approval of LuViva advanced cervical
device
|
1,000,000
|
24.0
%
|
General working
capital and operations
|
1,746,000
|
42.0
%
|
Total
|
$
4,160,000
|
100
%
|
Assumed Series D
Conversion Price
|
$
0.16
|
Net tangible book
value per share as of March 31, 2017
|
$
(7.19
)
|
Increase in net
tangible book value per share attributable to this
offering
|
$
6.88
|
Pro forma net
tangible book value per share after giving effect to the
offering
|
$
(0.31
)
|
Dilution per share
to new investors in this offering
|
$
0.47
|
|
●
|
125 shares of common stock reserved for future
issuance under our 1995 Stock Plan;
|
|
●
|
26,463,354 shares of common stock
issued or reserved for issuance upon conversion of, or issuance as
dividends on, our Series C and Series C1 convertible preferred
stock;
|
|
●
|
14,441,327 shares issued or
reserved for issuance upon conversion of our outstanding
convertible debt;and
|
|
●
|
10,708,381 shares of common stock
issuable upon the exercise of outstanding warrants or warrants to
be exchanged for outstanding warrants;
|
|
●
|
on an actual basis;
|
|
●
|
as adjusted to give effect to applicable
transactions occurring after March 31, 2017 described
in “Summary—Recent Developments”; and as further
adjusted to give effect to this offering and certain other
transactions that are expected to occur as a result of this
offering..
|
|
*
|
Assumes sale of all of the securities offered,
except shares of common stock that could be issued upon conversion
of the Series D preferred stock or upon exercise of the warrants
sold as part of this offering. Reflects receipt of the net cash
proceeds from this offering prior to the application thereof,
except for the repayment in full of our secured promissory note
and our May 2017 bridge financing. Also reflects the
following, each of which is contingent upon consummation of the
offering, as further described under “Summary—Recent
Developments”:
|
|
●
|
the extinguishment of
indebtedness represented by the May 2016 short-term cash advances
as a result of the participation by Aquarius Opportunity Fund in
this offering at least to the extent of the principal and interest
on the cash advances;
|
|
●
|
the exchange of our
senior secured convertible note and the remaining portion of our
secured promissory note for a new convertible note;
|
|
●
|
the exchange, on a
dollar-for-dollar basis, of all outstanding shares Series C
preferred stock for shares of Series D preferred stock and
warrants; and
|
|
●
|
the exchange of certain
warrants, exercisable for 1,814,598 shares of common stock, for new
warrants, exercisable for 3,608,835 shares of common
stock.
|
Per share placement agent’s
fees
|
$
100
|
Maximum offering total placement agent’s
fees
|
$
500,000
|
|
●
|
may not engage in
any stabilization activity in connection with our securities;
and
|
|
●
|
may not bid for or
purchase any of our securities or attempt to induce any person to
purchase any of our securities, other than as permitted under the
Exchange Act, until it has completed its participation in the
distribution.
|
Warrants
(Underlying Shares)
|
|
Exercise
Price Per Share
|
Expiration
Date
|
24
|
(1)
|
$
8,368.00
|
May 23,
2018
|
7,542
|
(2)
|
$
75.00
|
June 14,
2021
|
3
|
(3)
|
$
40,000.00
|
April 23,
2019
|
8
|
(4)
|
$
36,000.00
|
May 22,
2019
|
3
|
(5)
|
$
30,400.00
|
September 10,
2019
|
5
|
(6)
|
$
36,864.80
|
September 27,
2019
|
10
|
(7)
|
$
22,504.00
|
December 2,
2019
|
105
|
(8)
|
$
7,200.00
|
December 2,
2020
|
105
|
(9)
|
$
8,800.00
|
December 2,
2020
|
25
|
(11)
|
$
20,400.00
|
March 30,
2018
|
22
|
(12)
|
$
9,504.00
|
June 29,
2020
|
659
|
(10)
|
$
640.00
|
June 29,
2020
|
343
|
(11)
|
$
640.00
|
September 4,
2020
|
362
|
(12)
|
$
640.00
|
September 21,
2020
|
7
|
(13)
|
$
9,504.00
|
September 4,
2020
|
198
|
(14)
|
$
640.00
|
October 23,
2020
|
7
|
(15)
|
$
9,504.00
|
October 23,
2020
|
10,173,390
|
(16)
|
$
0.1413
|
June 14,
2021
|
488,323
|
(17)
|
$
0.1413
|
February 21,
2021
|
17,239
|
(18)
|
$
13.92
|
June 6,
2021
|
200,000
|
(19)
|
$
0.67
|
February 13,
2022
|
10,908,381
|
|
|
|
(1)
|
Issued in June 2015 in
exchange for warrants originally issued as part of a May 2013
private placement.
|
(2)
|
Issued in June 2015 in
exchange for warrants originally issued as part of a May 2013
private placement.
|
(3)
|
Issued to a placement agent in
conjunction with an April 2014 private placement.
|
(4)
|
Issued to a placement agent in
conjunction with a September 2014 private placement.
|
(5)
|
Issued as part of a September
2014 Regulation S offering.
|
(6)
|
Issued to a placement agent in
conjunction with a 2014 public offering.
|
(7)
|
Issued in June 2015 in
exchange for warrants originally issued as part of a 2014 public
offering.
|
(8)
|
Issued as part of a March 2015
private placement.
|
(9)
|
Issued to a placement agent in
conjunction with a June 2015 private placement.
|
(10)
|
Issued as part of a June 2015
private placement.
|
(11)
|
Issued as part of a June 2015
private placement.
|
(12)
|
Issued as part of a June 2015
private placement.
|
(13)
|
Issued to a placement agent in
conjunction with a June 2015 private placement.
|
(14)
|
Issued as part of a June 2015
private placement.
|
(15)
|
Issued to a placement agent in
conjunction with a June 2015 private placement.
|
(16)
|
Issued as part of a February
2016 private placement.
|
(17)
|
Issued to a placement agent in
conjunction with a February 2016 private placement.
|
(18)
|
Issued pursuant to a strategic
license agreement.
|
(19)
|
Issued as part of a
February 2017 private placement.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||||||
First Quarter*
|
|
$
|
2.13
|
|
|
$
|
0.31
|
|
|
$
|
1,352.00
|
|
|
$
|
85.60
|
|
|
$
|
18,400.00
|
|
|
$
|
11,200.00
|
|
Second Quarter
|
|
$
|
0.40
|
|
|
$ |
0.17
|
|
|
$
|
140.00
|
|
|
$
|
3.28
|
|
|
$
|
20,000.00
|
|
|
$
|
6,400.00
|
|
Third Quarter
|
|
|
|
|
|
|
|
|
|
$
|
7.84
|
|
|
$
|
0.80
|
|
|
$
|
9,600.00
|
|
|
$
|
4,000.00
|
|
Fourth Quarter
|
|
|
|
|
|
|
|
|
|
$
|
1.35
|
|
|
$
|
0.02
|
|
|
$
|
4,800.00
|
|
|
$
|
800.00
|
|
Plan category
|
Number of securities to be issued upon
exercise of outstanding options, warrants and
rights
|
Weighted-average exercise price of outstanding
options, warrants and rights
|
Number of securities
remaining available for future issuance under
equity compensation plans (excluding securities reflected in column
(a))
|
|
(a)
|
(b)
|
(c)
|
Equity compensation plans approved by security
holders
|
125
|
$
37,920
|
–
|
Equity compensation plans not approved by
security holders
|
–
|
–
|
–
|
TOTAL
|
125
|
$
37,920
|
–
|
Name
|
Age
|
Position with
Guided Therapeutics
|
Gene S. Cartwright, Ph.D.
|
62
|
Chief Executive Officer, President, Acting
Chief Financial Officer and Director
|
Mark Faupel, Ph.D.
|
61
|
Chief Operating Officer and
Director
|
Richard L. Fowler
|
60
|
Senior Vice President of
Engineering
|
Richard P. Blumberg
|
60
|
Director
|
John E. Imhoff, M.D.
|
67
|
Director
|
Michael C. James
|
58
|
Chairman and Director
|
Name and Principal
Position
|
Stock Option
Awards (#)
|
Michael C. James, Chairman and Director
|
8
|
John E. Imhoff, M.D., Director
|
8
|
Jonathan M. Niloff, M.D., former
Director
|
8
|
Linda Rosenstock, M.D., former Director
|
8
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)(1)
|
Total
($)
|
Gene S.
Cartwright, Ph.D.
President, CEO,
Acting CFO and Director (2)
|
2016
2015
|
104,990
300,000
|
150,000
150,000
|
-
-
|
254,990
450,000
|
Mark
Faupel, Ph.D.
COO and Director
(3)
|
2016
2015
|
132,557
198,073
|
-
-
|
-
30,400
|
132,557
228,473
|
Richard
Fowler,
Senior
Vice President of Engineering
|
2016
2015
|
129,995
243,000
|
-
-
|
-
30,880
|
129,995
273,880
|
|
(1)
|
See Note 4 to the
audited consolidated financial statements that accompany this
prospectus.
|
|
(2)
|
All amounts reported as
accrued. Dr. Cartwright has elected to get paid partial salary, due
to our cash position.
|
|
(3)
|
In 2015, Dr. Faupel was
not employed by us, but instead provided consulting services to us
on an as-needed basis. On December 8, 2016, the board of directors
appointed Dr. Faupel as our new COO and director.
|
|
Option
Awards
|
||||
Name and Principal
Position
|
Number of
Securities
Underlying
Options
Exercisable (#)(1)
|
Number of Securities
Underlying
Options Un-exercisable
(#)
|
Equity Incentive Plan Awards: Number of
Securities Under-
lying Unexercised
Unearned Options (#)
|
Option
Exercise
Price
($)(2)
|
Option
Expiration
Date
|
Gene S. Cartwright,
Ph.D.
President, CEO,
Acting CFO and Director
|
2
|
-
|
3
|
21,600.00
|
12/31/2024
|
Mark Faupel,
Ph.D.
C
OO and Director
|
32
|
-
|
3
|
57,600.00
|
12/31/2024
|
Richard
Fowler
Senior Vice
President of Engineering
|
11
|
-
|
3
|
47,200.00
|
12/31/2024
|
|
(1)
|
Represents fully vested
options.
|
|
(2)
|
Based on all outstanding
options.
|
|
Option
Awards
|
|
Name and
Principal Position
|
Option Awards
(#)
|
Exercise Price
($)
|
John E. Imhoff, M.D., Director
|
16
|
26,400.00
|
Michael C. James, Chairman and
Director
|
13
|
16,000.00
|
Jonathan Niloff, M.D., former
Director
|
14
|
17,600.00
|
Linda Rosenstock, M.D., former
Director
|
14
|
16,800.00
|
|
Common Stock
(2)
|
Series
C
Preferred Stock
(3)
|
Series
C1
Preferred Stock
(4)
|
|||
Name and Address
of Beneficial Owner (1)
|
Number of
Shares
|
Percentage
|
Number of
Shares
|
Percentage
|
Number of
Shares
|
Percentage
|
John E. Imhoff
(5)
|
9,452,417
|
82.46
%
|
-
|
-
|
2,400.75
|
55.67
%
|
Lynne Imhoff
(6)
|
2,657,220
|
56.82
%
|
-
|
-
|
675.00
|
15.65
%
|
Michael C.
James/Kuekenhof Equity Fund, LLP (7)
|
28
|
*
|
-
|
-
|
-
|
-
|
Gene Cartwright
(8)
|
38
|
*
|
-
|
-
|
-
|
-
|
Richard L. Fowler
(9)
|
16
|
*
|
-
|
-
|
-
|
-
|
Richard P. Blumberg
(10)
|
37
|
*
|
-
|
-
|
-
|
-
|
Mark Faupel
(11)
|
1,179,987
|
36.86
%
|
|
|
300.00
|
6.96
%
|
All directors and
executive officers as a group (6 persons) (12)
|
10,632,523
|
84.11
%
|
-
|
-
|
2,700.75
|
62.63
%
|
(*)
|
Less
than 1%.
|
|
|||||
(1)
|
Except
as otherwise indicated in the footnotes to this table and pursuant
to applicable community property laws, the persons named in the
table have sole voting and investment power with respect to all
shares of common stock.
|
|
|||||
(2)
|
Percentage
ownership is based on 2,022,890 shares of common stock
outstanding as of May 31, 2017. Beneficial ownership
is determined in accordance with the rules of the SEC, based on
factors that include voting and investment power with respect to
shares. Shares of common stock subject to convertible securities
convertible or exercisable within 60 days after therecord date, are
deemed outstanding for purposes of computing the percentage
ownership of the person holding those securities, but are not
deemed outstanding for purposes of computing the percentage
ownership of any other person. Note that certain of our outstanding
securities, including certain warrants and the shares of Series C1
preferred stock held by the persons listed in this table, have
anti-dilution “ratchet” or
“price-protection” provisions that, when triggered,
will increase the number of shares of common stock underlying such
securities. Subject to customary exceptions, these provisions are
triggered anytime we issue shares of common stock to third parties
at a price lower than the then-current conversion price or exercise
price of the subject securities. As a result, the beneficial
ownership reported in this table is only as of the date presented,
and the beneficial ownership amounts of the persons in this table
may increase on a future date, even though such persons have not
actually acquired any additional shares of common
stock.
|
|
|||||
(3)
|
As of
May 31, 2017, there were 1,299 shares of
Series C preferred stock outstanding, and each such share was
convertible into approximately 1,250 shares of common
stock.
|
|
|||||
(4)
|
As of
May 31, 2017, there were 4,312.5 shares of Series C1
preferred stock outstanding, and each such share was convertible
into approximately 1,250 shares of common stock.
|
|
|||||
(5)
|
Shares
of common stock consist of 12,952 shares of common stock directly
held, 4,912 shares issuable upon exercise of warrants, 16 shares
subject to options, and 9,434,537 shares issuable upon
conversion of 2,400.75 shares of Series C1 preferred stock. Dr.
Imhoff is on the board of directors.
|
|
|||||
(6)
|
Shares
of common stock consist of 3,612 shares of common stock directly
held, 973 shares issuable upon exercise of warrants, and
2,652,635 shares issuable upon conversion of 675.00
shares of Series C1 preferred stock.
|
|
|||||
(7)
|
Shares
of commons stock consist of 10 shares of common stock directly
held, 4 shares issuable upon exercise of warrants, and 14 shares
subject to options. Mr. James is on the board of
directors.
|
|
|||||
(8)
|
Shares of commons stock consist of 29
shares of common stock directly held, 4 shares issuable upon
exercise of warrants, and 5 shares subject to options.
Dr.
Cartwright is the CEO and on the board of directors.
|
|
|||||
(9)
|
Shares
of commons stock consist of 2 shares of common stock directly held
and 14
shares subject
to options.
|
|
|||||
(10)
|
Shares
of common stock consist of 23 shares of common stock directly held
and 14 shares issuable upon exercise of warrants.
|
|
|||||
(11)
|
Shares
of common stock consist of 1,600 shares of common stock directly
held, 46 shares issuable upon exercise of warrants, 27 shares
subject to options, and 1,178,314 shares issuable upon
conversion of 300.00 shares of Series C1 preferred stock. Dr.
Faupel is the COO and on the board of directors.
|
|
|||||
(12)
|
Shares of commons stock consists of 14,616 shares of
common stock directly held, 4,920 shares issuable upon
exercise of warrants, 49 shares subject to options, and
10,612,851 shares issuable upon conversion of 2,700.75
shares of Series C1 preferred stock.
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated
Balance Sheets as of December 31, 2016 and 2015
|
F-3
|
Consolidated
Statements of Operations for the Years Ended December 31, 2016 and
2015
|
F-4
|
Consolidated
Statements of Stockholdersí Deficit for the Years Ended
December 31, 2016 and 2015
|
F-5
|
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2016 and
2015
|
F-6
|
Notes
to Consolidated Financial Statements
|
F-8
|
|
|
Condensed
Consolidated Balance Sheets as of March 31, 2017 (unaudited) and
December 31, 2016
|
F-25
|
Condensed
Consolidated Statements of Operations (unaudited) for the Three
Months Ended March 31, 2017 and 2016
|
F-26
|
Condensed
Consolidated Statements of Cash Flows (unaudited) for the Three
Months Ended March 31, 2017 and 2016
|
F-27
|
Notes to Condensed
Consolidated Financial Statements (unaudited)
|
F-28
|
|
|
GUIDED
THERAPEUTICS, INC. AND SUBSIDIARY
|
||
CONSOLIDATED
STATEMENTS OF OPERATIONS (in thousands)
|
||
FOR
THE YEARS ENDED DECEMBER 31,
|
||
|
|
|
|
2016
|
2015
|
REVENUE:
|
|
|
Sales
– devices and disposables, net
|
$
605
|
$
564
|
Cost
of goods sold
|
493
|
537
|
Gross
profit
|
112
|
27
|
|
|
|
Contract
and grant revenue
|
-
|
42
|
|
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
Research
and development
|
733
|
1,477
|
Sales
and marketing
|
393
|
718
|
General
and administrative
|
2,806
|
4,101
|
Total
operating expenses
|
3,932
|
6,296
|
|
|
|
Operating
loss
|
(3,820
)
|
(6,227
)
|
|
|
|
OTHER
INCOME (EXPENSES):
|
|
|
Other
income
|
68
|
74
|
Interest
expense
|
(1,895
)
|
(1,317
)
|
Change
in fair value of warrants
|
1,677
|
568
|
Total
other income (expenses)
|
(150
)
|
(675
)
|
|
|
|
LOSS
FROM OPERATIONS
|
(3,970
)
|
(6,902
)
|
|
|
|
PROVISION
FOR INCOME TAXES
|
-
|
-
|
|
|
|
NET
LOSS
|
(3,970
)
|
(6,902
)
|
|
|
|
DEEMED
DIVIDENDS
|
-
|
(1,263
)
|
|
|
|
PREFERRED
STOCK DIVIDENDS
|
(1,025
)
|
(1,338
)
|
|
|
|
NET
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
(4,995
)
|
$
(9,503
)
|
|
|
|
BASIC
AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE
TO
COMMON STOCKHOLDERS
|
$
(24.62
)
|
$
(5,939.38
)
|
|
|
|
WEIGHTED
AVERAGE SHARES OUTSTANDING
|
203
|
2
|
The accompanying
notes are an integral part of these consolidated
statements.
|
||||
|
||||
|
|
Preferred
Stock
Series
C
|
Preferred Stock
Series
C1
|
Common
Stock
|
Additional
Paid-In
|
Treasury
|
Accumulated
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stock
|
Deficit
|
TOTAL
|
BALANCE, January 1,
2015
|
-
|
$
-
|
-
|
$
- -
|
1
|
$
97
|
$
107,952
|
$
(132
)
|
$
(113,060
)
|
$
(4,465
)
|
Preferred
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(352
)
|
(352
)
|
Conversion of
Series C preferred stock to common stock
|
(2
)
|
(840
)
|
-
|
-
|
1
|
99
|
1,727
|
-
|
(986
)
|
-
|
Issuance of common
stock and warrants
|
-
|
-
|
-
|
-
|
-
|
11
|
1,327
|
-
|
-
|
1,338
|
Exercise of
warrants and options for common stock
|
-
|
-
|
-
|
-
|
-
|
11
|
132
|
-
|
-
|
143
|
Conversion of debt
into common stock
|
-
|
-
|
-
|
-
|
-
|
15
|
999
|
-
|
-
|
1,014
|
December 2014
public offering warrants exchange and common shares
issuance
|
-
|
-
|
-
|
-
|
-
|
3
|
1,368
|
-
|
(1,049
)
|
322
|
Series B, Tranche
A, warrant price adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
64
|
-
|
(64
)
|
-
|
Series B preferred
stock exchange
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1
)
|
(678
)
|
Series C preferred
stock and warrant issuance
|
8
|
2,892
|
-
|
-
|
-
|
-
|
268
|
-
|
(150
)
|
3,010
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
1,008
|
-
|
-
|
1,008
|
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,902
)
|
(6,902
)
|
BALANCE, December
31, 2015
|
6
|
$
2,052
|
-
|
$
-
|
3
|
$
236
|
$
114,845
|
$
(132
)
|
$
(122,563
)
|
$
(5,562
)
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(191
)
|
(191
)
|
Issuance of common
stock from accrued dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
54
|
-
|
-
|
54
|
Conversion of
Series C preferred stock to common stock
|
(2
)
|
(750
)
|
-
|
-
|
531
|
456
|
1,128
|
-
|
(834
)
|
-
|
Conversion of debt
into common stock
|
-
|
-
|
-
|
-
|
53
|
20
|
238
|
-
|
-
|
258
|
Issuance of common
stock due to Series B, Tranche B warrants exchanged for shares and
rights to shares
|
-
|
-
|
-
|
-
|
19
|
12
|
(12
)
|
-
|
-
|
-
|
Series C preferred
stock exchanged for Series C1 preferred stock
|
(2
)
|
(751
)
|
4
|
701
|
23
|
18
|
(18
)
|
-
|
-
|
-
|
Issuance of common
stock for cash
|
-
|
-
|
-
|
-
|
40
|
-
|
50
|
-
|
-
|
50
|
Stock-based
compensation
|
|
|
|
|
-
|
-
|
95
|
-
|
-
|
95
|
Net
Loss
|
|
|
|
|
-
|
-
|
-
|
-
|
(3,970
)
|
(3,970
)
|
BALANCE,
December 31, 2016
|
2
|
$
601
|
4
|
$
701
|
669
|
$
742
|
$
116,380
|
$
(132
)
|
$
(127,558
)
|
$
(9,266
)
|
|
Year Ended December
31,
|
|
|
2016
|
2015
|
Raw
materials
|
$
795
|
$
686
|
Work in
process
|
115
|
186
|
Finished
goods
|
141
|
365
|
Inventory
reserve
|
(278
)
|
(118
)
|
Total
|
$
773
|
$
1,119
|
|
Fair Value at
December 31, 2016
|
|||
|
|
|
|
|
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
|
|
|
|
Warrants issued in
connection with Distributor Debt
|
-
|
-
|
(114
)
|
(114
)
|
Warrants issued in
connection with Senior Secured Debt
|
-
|
-
|
(1,306
)
|
(1,306
)
|
Total
long-term liabilities at fair value
|
$
-
|
$
-
|
$
(1,420
)
|
$
(1,420
)
|
|
Fair Value at
December 31, 2015
|
|||
|
|
|
|
|
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
|
|
|
|
Warrants issued in
connection with the issuance of Series C preferred
stock
|
$
—
|
$
—
|
$
(1,145
)
|
$
(1,145
)
|
Warrants issued in
connection with the issuance of Series B preferred
stock
|
—
|
—
|
(1,461
)
|
(1,461
)
|
Total
long-term liabilities at fair value
|
$
—
|
$
—
|
$
(2,606
)
|
$
(2,606
)
|
Series C Preferred
Stock Conversions
|
341,110
|
Series C Preferred
Stock Dividends
|
190,107
|
Common Stock Issued
as Payment for Accrued Dividends
|
38
|
Convertible Debt
Conversions
|
53,080
|
Series C
Exchanges
|
22,996
|
Series B Tranche B
Warrants Exchanges
|
14,766
|
Issuance of shares
due to rounding
|
3,590
|
Issuance of shares
in Transit due to SMI agreement
|
40,000
|
Total
|
665,687
|
|
Warrants
(Underlying
Shares)
|
Outstanding,
January 1, 2016
|
3,503
|
Issuances
|
4,334,898
|
To be
issued
|
21,549
|
Canceled /
Expired
|
(10,188
)
|
Outstanding,
December 31, 2016
|
4,349,762
|
Warrants
(Underlying
Shares)
|
|
Exercise
Price
|
Expiration
Date
|
24
|
(1)
|
$8,368.00 per
share
|
May 23,
2018
|
7,542
|
(2)
|
$75.00 per
share
|
June 14,
2021
|
3
|
(3)
|
$40,000.00 per
share
|
April 23,
2019
|
8
|
(4)
|
$36,000.00 per
share
|
May 22,
2019
|
3
|
(5)
|
$30,400.00 per
share
|
September 10,
2019
|
5
|
(6)
|
$36,864.80 per
share
|
September 27,
2019
|
10
|
(7)
|
$22,504.00 per
share
|
December 2,
2019
|
105
|
(8)
|
$7,200.00 per
share
|
December 2,
2020
|
105
|
(9)
|
$8,800.00 per
share
|
December 2,
2020
|
25
|
(11)
|
$20,400.00 per
share
|
March 30,
2018
|
22
|
(12)
|
$9,504.00 per
share
|
June 29,
2020
|
659
|
(10)
|
$640.00 per
share
|
June 29,
2020
|
343
|
(11)
|
$640.00 per
share
|
September 4,
2020
|
363
|
(12)
|
$640.00 per
share
|
September 21,
2020
|
7
|
(13)
|
$9,504.00 per
share
|
September 4,
2020
|
198
|
(14)
|
$640.00 per
share
|
October 23,
2020
|
7
|
(15)
|
$9,504.00 per
share
|
October 23,
2020
|
4,120,977
|
(16)
|
$0.3488 per
share
|
June 14,
2021
|
197,807
|
(17)
|
$0.3488 per
share
|
February 21,
2021
|
21,549
|
(18)
|
$13.92 per
share
|
June 6,
2021
|
4,349,762
|
|
|
|
|
|
(1)
|
Issued in June 2015
in exchange for warrants originally issued as part of a May 2013
private placement.
|
(2)
|
Issued in June 2015
in exchange for warrants originally issued as part of a May 2013
private placement.
|
(3)
|
Issued to a
placement agent in conjunction with an April 2014 private
placement.
|
(4)
|
Issued to a
placement agent in conjunction with a September 2014 private
placement.
|
(5)
|
Issued as part of a
September 2014 Regulation S offering.
|
(6)
|
Issued to a
placement agent in conjunction with a 2014 public
offering.
|
(7)
|
Issued in June 2015
in exchange for warrants originally issued as part of a 2014 public
offering.
|
(8)
|
Issued as part of a
March 2015 private placement.
|
(9)
|
Issued to a
placement agent in conjunction with a June 2015 private
placement.
|
(10)
|
Issued as part of a
June 2015 private placement.
|
(11)
|
Issued as part of a
June 2015 private placement.
|
(12)
|
Issued as part of a
June 2015 private placement.
|
(13)
|
Issued to a
placement agent in conjunction with a June 2015 private
placement.
|
(14)
|
Issued as part of a
June 2015 private placement.
|
(15)
|
Issued to a
placement agent in conjunction with a June 2015 private
placement.
|
(16)
|
Issued as part of a
February 2016 private placement.
|
(17)
|
Issued to a
placement agent in conjunction with a February 2016 private
placement.
|
(18)
|
Contractually
obligated to be issued pursuant to a strategic license
agreement.
|
|
2016
|
2015
|
Deferred tax
assets
|
$
795
|
$
626
|
Net operating loss
carry forwards
|
27,958
|
28,201
|
Deferred tax
liabilities: intangible assets and other
|
-
|
-
|
|
28,753
|
28,827
|
Valuation
allowance
|
(28,753
)
|
(28,827
)
|
|
$
0
|
$
0
|
|
2016
|
2015
|
Statutory federal
tax rate
|
34
%
|
34
%
|
State taxes, net of
federal benefit
|
4
|
4
|
Nondeductible
expenses
|
-
|
-
|
Valuation
allowance
|
(38
)
|
(38
)
|
|
0
%
|
0
%
|
|
2016
|
|
|
Shares
|
Weighted
Average
Exercise
Price
|
Outstanding at
beginning of year
|
132
|
$
36,000
|
Options
granted
|
-
|
$
-
|
Options
exercised
|
-
|
$
-
|
Options
expired/forfeited
|
(7
)
|
$
74,160
|
Outstanding at end
of year
|
125
|
$
37,920
|
Options available
for issue
|
-
|
|
|
|
Weighted
Average
|
|
Shares
|
Exercise
Price
|
Options Vested as
of December 31, 2015
|
113
|
$
39,200
|
Options
vested in 2016
|
4
|
$
22,860
|
Options vested as
of December 31, 2016
|
117
|
$
38,640
|
|
|
Weighted
Average
|
|
Shares
|
Exercise
Price
|
Options Unvested as
of December 31, 2015
|
19
|
$
39,200
|
Options
vested in 2016
|
(4
)
|
$
22,860
|
Options
expired/forfeited in 2016
|
(7
)
|
$
74,160
|
Options Unvested as
of December 31, 2016
|
8
|
|
Year
|
|
Amount
|
2017
|
|
98
|
|
March
31,
|
December
31,
|
|
2017
|
2016
|
Raw
materials
|
$
795
|
$
795
|
Work in
process
|
115
|
115
|
Finished
goods
|
245
|
141
|
Inventory
reserve
|
(279
)
|
(278
)
|
Total
|
$
836
|
$
773
|
|
|
|
|
March
31,
|
December
31,
|
|
2017
|
2016
|
Equipment
|
$
1,378
|
$
1,378
|
Software
|
740
|
740
|
Furniture and
fixtures
|
124
|
124
|
Leasehold
Improvement
|
199
|
199
|
|
2,441
|
2,441
|
Less accumulated
depreciation and amortization
|
(2,352
)
|
(2,315
)
|
Total
|
$
89
|
$
126
|
|
|
|
|
March 31,
2017
|
December 31,
2016 |
Accrued
compensation
|
$
1,805
|
$
1,656
|
Accrued
professional fees
|
71
|
161
|
Deferred
rent
|
6
|
13
|
Accrued
warranty
|
53
|
58
|
Accrued
vacation
|
172
|
175
|
Accrued
interest
|
160
|
—
|
Accrued
dividends
|
295
|
296
|
Other accrued
expenses
|
159
|
311
|
Total
|
$
2,721
|
$
2,670
|
|
•
|
Level 1 –
Quoted market prices in active markets for identical assets and
liabilities;
|
|
•
|
Level 2 –
Inputs, other than level 1 inputs, either directly or indirectly
observable; and
|
|
•
|
Level 3 –
Unobservable inputs developed using internal estimates and
assumptions (there is little or no market date) which reflect those
that market participants would use.
|
|
Fair Value at March 31,
2017
|
|||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
|
|
|
Warrants issued in
connection with Senior Secured Debt
|
$
—
|
$
—
|
$
(847
)
|
$
(847
)
|
|
|
|
|
|
Total
long-term liabilities at fair value
|
$
—
|
$
—
|
$
(847
)
|
$
(847
)
|
|
Fair Value at December 31,
2016
|
|||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
|
|
|
Warrants issued in
connection with Distributor Debt
|
$
—
|
$
—
|
$
(114
)
|
$
(114
)
|
Warrants issued in
connection with Senior Secured Debt
|
—
|
—
|
(1,306
)
|
(1,306
)
|
|
|
|
|
|
Total
long-term liabilities at fair value
|
$
—
|
$
—
|
$
(1,420
)
|
$
(1,420
)
|
|
|
|
|
|
|
Fair
Value Measurements Using Significant Unobservable Inputs (Level
3)
|
|
Series
C
Warrants
|
Series
B
Warrants
|
Senior
Secured
Debt
|
Distributor
Debt
|
Total
|
Balance, December
31, 2016
|
$
—
|
$
—
|
$
(1,306
)
|
$
(114
)
|
$
(1,420
)
|
Warrants issued
during the period
|
—
|
—
|
(55
)
|
—
|
(55
)
|
Change in fair
value during the period
|
—
|
—
|
628
|
—
|
628
|
|
|
|
|
|
|
Balance, March
31, 2017
|
$
—
|
$
—
|
$
(733
)
|
$
(114
)
|
$
(847
)
|
Series C Preferred
Stock Conversions
|
472,278
|
Series C Preferred
Stock Dividends
|
230,392
|
Issuance of shares
in Transit due to Shandong agreement
|
49,256
|
Issuance of shares
due to commitment in Debt agreement
|
50,000
|
Convertible Debt
Conversions
|
45,850
|
Total
|
887,776
|
|
Warrants
(Underlying Shares)
|
Outstanding,
January 1, 2017
|
4,349,762
|
Issuances
|
774,245
|
Canceled /
Expired
|
—
|
Exercised
|
—
|
Outstanding, March
31, 2017
|
5,124,007
|
Warrants
(Underlying Shares) |
|
Exercise Price
|
Expiration Date
|
24
|
(1)
|
$8,368.00 per
share
|
May 23,
2018
|
7,542
|
(2)
|
$75.00 per
share
|
June 14,
2021
|
3
|
(3)
|
$40,000.00 per
share
|
April 23,
2019
|
8
|
(4)
|
$36,000.00 per
share
|
May 22,
2019
|
3
|
(5)
|
$30,400.00 per
share
|
September 10,
2019
|
5
|
(6)
|
$36,864.80 per
share
|
September 27,
2019
|
10
|
(7)
|
$22,504.00 per
share
|
December 2,
2019
|
105
|
(8)
|
$7,200.00 per
share
|
December 2,
2020
|
105
|
(9)
|
$8,800.00 per
share
|
December 2,
2020
|
25
|
(11)
|
$20,400.00 per
share
|
March 30,
2018
|
22
|
(12)
|
$9,504.00 per
share
|
June 29,
2020
|
659
|
(10)
|
$640.00 per
share
|
June 29,
2020
|
343
|
(11)
|
$640.00 per
share
|
September 4,
2020
|
362
|
(12)
|
$640.00 per
share
|
September 21,
2020
|
7
|
(13)
|
$9,504.00 per
share
|
September 4,
2020
|
198
|
(14)
|
$640.00 per
share
|
October 23,
2020
|
7
|
(15)
|
$9,504.00 per
share
|
October 23,
2020
|
4,673,034
|
(16)
|
$0.3077 per
share
|
June 14,
2021
|
224,306
|
(17)
|
$0.3077 per
share
|
February 21,
2021
|
17,239
|
(18)
|
$13.92 per
share
|
June 6,
2021
|
200,000
|
(19)
|
$0.67 per
share
|
February 13,
2022
|
5,124,007
|
|
|
|
(1)
|
|
Issued in June 2015 in exchange for
warrants originally issued as part of a May 2013 private
placement.
|
(2)
|
|
Issued in June 2015 in exchange for
warrants originally issued as part of a May 2013 private
placement.
|
(3)
|
|
Issued to a placement agent in conjunction
with an April 2014 private placement.
|
(4)
|
|
Issued to a placement agent in conjunction
with a September 2014 private placement
|
(5)
|
|
Issued as part of a September 2014
Regulation S offering.
|
(6)
|
|
Issued to a placement agent in conjunction
with a 2014 public offering.
|
(7)
|
|
Issued in June 2015 in exchange for
warrants originally issued as part of a 2014 public
offering.
|
(8)
|
|
Issued as part of a March 2015 private
placement.
|
(9)
|
|
Issued to a placement agent in conjunction
with a June 2015 private placement
|
(10)
|
|
Issued as part of a June 2015 private
placement.
|
(11)
|
|
Issued as part of a June 2015 private
placement.
|
(12)
|
|
Issued as part of a June 2015 private
placement.
|
(13)
|
|
Issued to a placement agent in conjunction
with a June 2015 private placement
|
(14)
|
|
Issued as part of a June 2015 private
placement.
|
(15)
|
|
Issued to a placement agent in conjunction
with a June 2015 private placement
|
(16)
|
|
Issued as part of a February 2016 private
placement.
|
(17)
|
|
Issued to a placement agent in conjunction
with a February 2016 private placement
|
(18)
|
|
Issued pursuant to a strategic license
agreement.
|
(19)
|
|
Issued as part of a February 2017 private
placement.
|
Year
|
Amount
|
2017
|
49
|
Expense
|
|
|
Dollar
Amount
|
|
|
SEC filing fee
|
|
$
|
1
,269
|
|
|
Legal fees and expenses
|
|
|
250,000
|
|
|
Accounting fees and expenses
|
|
|
75,000
|
|
|
Blue sky and related expenses
|
|
|
5,800
|
|
|
Miscellaneous
|
|
|
7
,931
|
|
|
Total
|
|
$
|
340,000
|
|
|
GUIDED THERAPEUTICS, INC.
|
|
|
|
|
|
By:
|
/s/
Gene S. Cartwright
|
|
President, Chief Executive Officer and
Acting
Chief Financial Officer
|
DATE
|
|
SIGNATURE
|
|
TITLE
|
|
|
|
|
|
June 7, 2017
|
|
/s/ Gene S.
Cartwright
|
|
President, Chief Executive Officer, Acting Chief
Financial Officer (Principal Executive Officer and Principal
Financial and Accounting Officer)
|
Gene S. Cartwright
|
||||
|
|
|
|
|
June 7, 2017
|
|
*
|
|
Chairman of the Board and Director
|
|
|
Michael C. James
|
|
|
|
|
|
|
|
June 7, 2017
|
|
*
|
|
Director
|
|
|
John E. Imhoff
|
|
|
|
|
|
|
|
June 7, 2017
|
|
*
|
|
Director
|
|
|
Richard P. Blumberg
|
|
|
|
|
|
|
|
June
7
, 2017
|
|
*
|
|
Chief Operating Officer
and Director
|
|
|
Mark Faupel
|
|
|
EXHIBIT NO.
|
DESCRIPTION
|
|
3.1
|
Restated
Certificate of Incorporation, as amended through November 3,
2016
|
|
3.2
|
Amended
and Restated Bylaws (incorporated by reference to Exhibit 3.1 to
the current report on Form 8-K, filed March 23, 2012)
|
|
3.3*
|
Form of
Certificate of Designations (Series D)
|
|
4.1
|
Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1
to the amended registration statement on Form S-1/A (No. 333-22429)
filed April 24, 1997)
|
|
4.2
|
Secured
Promissory Note, dated September 10, 2014 (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K filed
September 10, 2014)
|
|
4.3
|
Amendment
#1 to Secured Promissory Note, dated March 10, 2015 (incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K
filed March 19, 2015)
|
|
4.4
|
Amendment
#2 to Secured Promissory Note, dated May 4, 2015 (incorporated by
reference to Exhibit 10.1 to the current report on Form 8-K filed
May 7, 2015)
|
|
4.5
|
Amendment
#3 to Secured Promissory Note, dated June 1, 2015 (incorporated by
reference to Exhibit 10.1 to the current report on Form 8-K filed
June 5, 2015)
|
|
4.6
|
Amendment
#4 to Secured Promissory Note, dated June 16, 2015 (incorporated by
reference to Exhibit 10.4 to the current report on Form 8-K filed
June 30, 2015)
|
|
4.7
|
Amendment
#5 to Secured Promissory Note, dated June 29, 2015 (incorporated by
reference to Exhibit 10.5 to the current report on Form 8-K filed
June 30, 2015)
|
|
4.8
|
Amendment
#6 to Secured Promissory Note, dated January 20, 2016 (incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K
filed February 16, 2016)
|
|
4.9
|
Amendment
#7 to Secured Promissory Note, dated February 11, 2016
(incorporated by reference to Exhibit 10.2 to the current report on
Form 8-K filed February 16, 2016)
|
|
4.10
|
Amendment
#8 to Secured Promissory Note, dated March 7, 2016 (incorporated by
reference to Exhibit 10.1 to the current report on Form 8-K filed
March 7, 2016)
|
|
4.11
|
Senior
Secured Convertible Note, dated February 12, 2016 (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K filed
February 12, 2016)
|
|
4.12
|
Form of
Exchange Note (GPB) (incorporated by reference to Exhibit 4.1 to
the current report on Form 8-K filed December 7, 2016)
|
|
4.13
|
10% OID
Convertible Promissory Note (incorporated by reference to Exhibit
4.1 to the current report on Form 8-K filed December 30,
2016)
|
|
4.14
|
Convertible
Promissory Note (incorporated by reference to Exhibit 4.1 to the
current report on Form 8-K filed February 16, 2017)
|
|
4.15
|
8% Convertible
Redeemable Note (First Eagle Note) (incorporated by reference to
Exhibit 4.1 to the current report on Form 8-K filed May 23,
2017)
|
|
4.16
|
8% Convertible
Redeemable Note (Second Eagle Note) (incorporated by reference to
Exhibit 4.2 to the current report on Form 8-K filed May 23,
2017)
|
|
4.17
|
8% Convertible
Redeemable Note (First Adar Note) (incorporated by reference to
Exhibit 4.3 to the current report on Form 8-K filed May 23,
2017)
|
|
4.18
|
8% Convertible
Redeemable Note (Second Adar Note) (incorporated by reference to
Exhibit 4.4 to the current report on Form 8-K filed May 23,
2017)
|
|
4.19
|
Convertible
Promissory Note (GHS Note) (incorporated by reference to Exhibit
4.5 to the current report on Form 8-K filed May 23,
2017)
|
|
4.20
|
Form of
Warrant (Standard Form) (incorporated by reference to Exhibit 4.1
to the current report on Form 8-K, filed September 14,
2010)
|
|
4.21
|
Form of
Warrant (InterScan) (incorporated by reference to Exhibit 4.13 to
the annual report on Form 10-K for the year ended December 31,
2013, filed March 27, 2014)
|
|
4.22
|
Form of
Warrant (November 2011 Private Placement) (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K/A, filed
November 28, 2011)
|
|
4.23
|
Form of
Warrant (Series B-Tranche A) (incorporated by reference to Exhibit
10.2 to amendment no. 1 to the current report on Form 8-K, filed
May 23, 2013)
|
|
4.24
|
Form of
Warrant (Series B-Tranche B) (incorporated by reference to Exhibit
10.3 to amendment no. 1 to the current report on Form 8-K, filed
May 23, 2013)
|
|
4.25
|
Form of
Warrant (Regulation S) (incorporated by reference to Exhibit 4.1 to
the current report on Form 8-K, filed September 8,
2014)
|
|
4.26
|
Form of
Warrant (2014 Public Offering Placement Agent) (incorporated by
reference to Exhibit 4.2 to the current report on Form 8-K filed
December 4, 2014)
|
|
4.27
|
Form of
Warrant (2014 Public Offering Warrant Exchanges) (incorporated by
reference to Exhibit 4.1 to the current report on Form 8-K filed
June 30, 2015)
|
|
4.28
|
Form of
Warrant (Series C) (incorporated by reference to Exhibit 4.3 to the
current report on Form 8-K filed June 30, 2015)
|
|
4.29
|
Form of
Warrant (Senior Secured Convertible Note) (incorporated by
reference to Exhibit 10.5 to the current report on Form 8-K filed
February 12, 2016)
|
|
4.30
|
Form of
Warrant (Series B-Tranche B Exchanges; GPB Exchange) (incorporated
by reference to Exhibit 4.1 to the current report on Form 8-K filed
June 14, 2016)
|
|
4.31
|
Common
Stock Purchase Warrant (Convertible Promissory Note) (incorporated
by reference to Exhibit 4.2 to the current report on Form 8-K filed
February 16, 2017)
|
|
4.32*
|
Form of
Warrant (Series D)
|
|
5.1*
|
Opinion
of Jones Day regarding validity
|
|
10.1
|
1995
Stock Plan and form of Stock Option Agreement (incorporated by
reference to Exhibit 10.2 to the registration statement on Form S-1
(No. 333-22429) filed February 27, 1997)
|
|
10.2
|
2005
Amendment to 1995 Stock Plan (incorporated by reference to Appendix
1 to the proxy statement on Schedule 14A, filed May 10,
2005)
|
|
10.3
|
2010
Amendment to 1995 Stock Plan (incorporated by reference to Exhibit
10.3 to the registration statement on Form S-8 (File No.
333-178261), filed December 1, 2011)
|
|
10.4
|
2012
Amendment to 1995 Stock Plan (incorporated by reference to Annex 1
to the proxy statement on Schedule 14A, filed April 30,
2012)
|
|
10.5
|
Agreement
and Release, dated August 30, 2011 (incorporated by reference to
10.2 to the current report on Form 8-K, filed September 2,
2011)
|
|
10.6
|
Employment
Agreement between the Company and Mark Faupel dated March 24, 2013
(incorporated by reference to Exhibit 10.10 to the annual report on
Form 10-K for the year ended December 31, 2013, filed March 27,
2014)
|
|
10.7
|
Employment
Agreement between the Company and Gene Cartwright, dated January 6,
2014 (incorporated by reference to Exhibit 10.11 to the annual
report on Form 10-K for the year ended December 31, 2013, filed
March 27, 2014).
|
|
10.8
|
Employment
Agreement between the Company and Rick L. Fowler, automatically
renewed on May 9, 2013 (incorporated by reference to Exhibit 10.12
to the annual report on Form 10-K for the year ended December 31,
2013, filed March 27, 2014)
|
|
10.9
|
Consulting
Agreement between the Company and GPB Debt Holdings II LLC, dated
February 12, 2016 (incorporated by reference to Exhibit 10.6 to the
current report on Form 8-K filed February 12, 2016)
|
|
10.10
|
Securities
Purchase Agreement (Magna Note), dated April 23, 2014, by and
between the Company and Hanover Holdings I, LLC (incorporated by
reference to Exhibit 10.1 to the current report on Form 8-K, filed
April 24, 2014).
|
|
10.11
|
Registration
Rights Agreement (Magna Note), dated April 23, 2014, by and between
the Company and Hanover Holdings I, LLC (incorporated by reference
to Exhibit 10.1 to the current report on Form 8-K, filed April 24,
2014)
|
|
10.12
|
Standstill
Agreement (Magna Note), dated as of November 6, 2014, by and
between the Company and Magna Equities II, LLC (incorporated by
reference to Exhibit 19 to the registration statement on Form S-1
(No. 333-198733) filed November 10, 2014)
|
|
10.13
|
Exchange
Agreement (Magna Note), dated as of June 25, 2015 (incorporated by
reference to Exhibit 10.3 to the current report on Form 8-K filed
June 30, 2015)
|
|
10.14
|
Subscription
Agreement (Regulation S), accepted September 2, 2014 (incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K,
filed September 8, 2014)
|
|
10.15
|
Form of
Registration Rights Agreement (Regulation S), dated September 8,
2014 by and between the Company and the investor party thereto
(incorporated by reference to Exhibit 10.2 to the current report on
Form 8-K, filed September 8, 2014)
|
|
10.16
|
Note
Purchase Agreement (Secured Promissory Note), dated as of September
10, 2014, by and between the Company and Tonaquint, Inc.
(incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K, filed September 10, 2014)
|
|
10.17
|
Security
Agreement (Secured Promissory Note), dated as of September 10,
2014, by the Company and Tonaquint, Inc. (incorporated by reference
to Exhibit 10.2 to the current report on Form 8-K, filed September
10, 2014)
|
|
10.18
|
Form of
Securities Purchase Agreement (2014 Public Offering) (incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K
filed December 4, 2014)
|
|
10.19
|
Placement
Agent Agreement (2014 Public Offering), by and between the Company
and Olympus Securities, LLC (incorporated by reference to Exhibit
10.2 to the current report on Form 8-K filed December 4,
2014)
|
|
10.20
|
Amendment
to Securities Purchase Agreement (2014 Public Offering), dated as
of June 26, 2015 (incorporated by reference to Exhibit 10.2 to the
current report on Form 8-K filed June 30, 2015)
|
|
10.21
|
Form of
Letter Agreement (2014 Public Offering Warrant Exchanges)
(incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K filed June 30, 2015)
|
|
10.22
|
Securities
Purchase Agreement (Series C), dated June 29, 2015 (incorporated by
reference to Exhibit 10.6 to the current report on Form 8-K filed
June 30, 2015)
|
|
10.23
|
Registration
Rights Agreement (Series C), dated June 29, 2015 (incorporated by
reference to Exhibit 10.7 to the current report on Form 8-K filed
June 30, 2015)
|
|
10.24
|
Form of
Joinder Agreement (Series C) (incorporated by reference to Exhibit
10.1 to the current report on Form 8-K filed July 13,
2015)
|
|
10.25
|
Interim
Securities Purchase Agreement (Series C), dated September 3, 2015
(incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K filed September 3, 2015)
|
|
10.26
|
Securities
Purchase Agreement (Senior Secured Convertible Note), dated
February 11, 2016 (incorporated by reference to Exhibit 10.3 to the
current report on Form 8-K filed February 12, 2016)
|
|
10.27
|
Security
Agreement (Senior Secured Convertible Note), dated February 11,
2016 (incorporated by reference to Exhibit 10.4 to the current
report on Form 8-K filed February 12, 2016)
|
|
10.28
|
Rollover
and Amendment Agreement, dated April 27, 2016, by and between the
Company and Aquarius Opportunity Fund (incorporated by reference to
Exhibit 10.2 to the current report on Form 8-K filed May 3,
2016)
|
|
10.29
|
Form of
Letter Agreement (Series C Exchanges) (incorporated by reference to
Exhibit 10.1 to the current report on Form 8-K filed May 3,
2016)
|
|
10.30
|
License
Agreement, dated June 5, 2016 (incorporated by reference to Exhibit
10.1 to the current report on Form 8-K filed June 8,
2016)
|
|
10.31
|
Form of
Warrant Exchange Agreement (Warrant-for-Shares) (incorporated by
reference to Exhibit 10.1 to the current report on Form 8-K filed
June 14, 2016)
|
|
10.32
|
Form of
Warrant Exchange Agreement (Warrant-for-Warrant) (incorporated by
reference to Exhibit 10.2 to the current report on Form 8-K filed
June 14, 2016)
|
|
10.33
|
Royalty
Agreement, dated September 6, 2016, between the Company and Imhoff
and Maloof (incorporated by reference to Exhibit 10.1 to the
current report on Form 8-K filed September 8, 2016)
|
|
10.34
|
Lockup
and Exchange Agreement, dated November 2, 2016, by the Company and
GHS Investments, LLC (incorporated by reference to Exhibit 10.1 to
the current report on Form 8-K filed November 2, 2016)
|
|
10.35
|
Exchange
Agreement, dated December 7, 2016, between the Company and GPB Debt
Holdings II LLC (incorporated by reference to Exhibit 10.1 to the
current report on Form 8-K filed December 7, 2016)
|
|
10.36
|
Amendment
to Consulting Agreement, dated December 7, 2016, between the
Company and GPB Debt Holdings II LLC (incorporated by reference to
Exhibit 10.2 to the current report on Form 8-K filed December 7,
2016)
|
|
10.37
|
Securities
Purchase Agreement, dated December 28, 2016, between the Company
and RedDiamond (incorporated by reference to Exhibit 10.1 to the
current report on Form 8-K filed December 30, 2016)
|
|
10.38
|
Agreement
between Shandong Yaohua Medical Instrument Corporation and Guided
Therapeutics, Inc., Confidential, Final 22 January 2017
(incorporated by reference to Exhibit 10.1 to the amended current
report on Form 8-K/A filed March 24, 2017)
|
|
10.39
|
Guided
Therapeutics-Shenghuo Medical Agreement, 22 Jan 2017 (incorporated
by reference to Exhibit 10.2 to the current report on Form 8-K
filed January 26, 2017)
|
|
10.40
|
Letter
Agreement, dated March 28, 2017, between Shandong Yaohua Medical
Instrument Corporation and Guided Therapeutics, Inc. (incorporated
by reference to Exhibit 10.1 to the current report on Form 8-K
filed March 28, 2017)
|
|
10.41
|
Securities
Purchase Agreement, dated as of February 13, 2017, by and between
Guided Therapeutics, Inc. and Auctus Fund, LLC (incorporated by
reference to Exhibit 10.2 to the current report on Form 8-K filed
February 16, 2017)
|
|
10.42
|
Securities Purchase
Agreement, dated May 17, 2017, between the Company and Eagle
Equities, LLC (incorporated by reference to Exhibit 10.1 to the
current report on Form 8-K filed May 23, 2017)
|
|
10.43
|
Collateralized
Secured Promissory Note, dated May 17, 2017 (From Eagle)
(incorporated by reference to Exhibit 10.2 to the current report on
Form 8-K filed May 23, 2017)
|
|
10.44
|
Securities Purchase
Agreement, dated May 17, 2017, between the Company and Adar Bays,
LLC (incorporated by reference to Exhibit 10.3 to the current
report on Form 8-K filed May 23, 2017)
|
|
10.45
|
Collateralized
Secured Promissory Note, dated May 17, 2017 (From Adar)
(incorporated by reference to Exhibit 10.4 to the current report on
Form 8-K filed May 23, 2017)
|
|
10.46
|
Securities Purchase
Agreement, dated May 18, 2017, between the Company and GHS
Investments, LLC (incorporated by reference to Exhibit 10.5 to the
current report on Form 8-K filed May 23, 2017)
|
|
10.47*
|
Form of
Securities Purchase Agreement
|
|
10.48*
|
Form of Placement
Agent Agreement
|
|
21.1
|
Subsidiaries
(incorporated by reference to Exhibit 21.1 to the registration
statement on Form S-1 (No. 333-169755) filed October 5,
2010)
|
|
23.1*
|
Consent
of UHY LLP.
|
|
23.2*
|
Consent
of Jones Day (included in Exhibit 5.1).
|
|
24.1
|
Powers
of Attorney (included at signature page).
|
|
101.1*
|
Interactive
Data File
|
|
*Filed
herewith
|
1 Year Guided Therapeutics (QB) Chart |
1 Month Guided Therapeutics (QB) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions