UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2015 (November 11, 2015)
GUIDED THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation) |
0-22179 (Commission File Number) |
58-2029543 (IRS Employer Identification No.) | |||
|
5835 Peachtree Corners East, Suite D Norcross, Georgia (Address of principal executive offices) |
30092 (Zip Code) | ||||
Registrant’s telephone number, including area code: (770) 242-8723
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
| |
| [ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
| |
| [ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
| |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| 1 |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 11, 2015, the Company held a special meeting of stockholders at its office in Norcross, Georgia. As of the record date, September 17, 205, there were 131,625,417 shares of Common Stock and 1,277 shares of Series B preferred stock (common stock equivalent being 12,214,252 shares), voting on an as-converted basis entitled to vote at the annual meeting. Represented at the meeting in person or by proxy were 121,183,117 votes representing 84 percent of the total shares of Common Stock entitled to vote at the meeting.
The purpose of the meeting was to amend our Certificate of Incorporation to increase the number of authorized shares of our common stock to a total of 1,000,000,000 shares, to amend our Certificate of Incorporation to effect a reverse stock split, in a ratio to be determined by our board of directors ranging from 1-for-10 to 1-for-100, of all issued and outstanding shares of our common stock, at a time in the three years following such approval to be determined by the board and for the adjournment of the special meeting, if necessary or appropriate in the discretion of the chairman of the special meeting, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the first proposal. The following table sets forth the results of the vote on the matters:
| Proposal | Vote type | Common Voted | Series B Voted | Total Votes | O/S (%) | |||||||||||||
| Increase Common Shares | For | 83,745,356 | 11,257,772 | 95,003,128 | 66.0 | % | ||||||||||||
| Against | 22,046,399 | — | 22,046,399 | 15.3 | % | |||||||||||||
| Abstain | 4,133,590 | — | 4,133,590 | 2.9 | % | |||||||||||||
| Reverse Stock Split | For | 92,794,623 | 11,257,772 | 104,052,395 | 72.3 | % | ||||||||||||
| Against | 14,087,327 | 14,087,327 | 9.8 | % | ||||||||||||||
| Abstain | 3,043,395 | — | 3,043,395 | 2.1 | % | |||||||||||||
| Adjournment | For | 90,990,829 | 11,257,772 | 102,248,601 | 71.1 | % | ||||||||||||
| Against | 13,480,874 | 13,480,874 | 9.4 | % | ||||||||||||||
| Abstain | 5,453,642 | — | 5,453,642 | 4 | % | |||||||||||||
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 12, 2015 | GUIDED THERAPEUTICS, INC. |
| /s/ Gene S. Cartwright, Ph.D. | |
| By: Gene S. Cartwright, Ph.D. | |
| President and Chief Executive Officer |
| 3 |