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 2, 2016

GUIDED THERAPEUTICS, INC.

 (Exact name of registrant as specified in its charter)

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:

Item 1.01.           Entry into a Material Definitive Agreement.

On November 2, 2016, Guided Therapeutics, Inc. (the “Company”) entered into a Lockup and Exchange Agreement with GHS Investments, LLC (“GHS”), holder of approximately $221,000 in outstanding principal amount of the Company’s secured promissory note and all of the outstanding shares of the Company’s Series C convertible preferred stock (the “Agreement”).

Pursuant to the Agreement, upon the effectiveness of the 1:800 reverse stock split (see Item 8.01 to this current report) and continuing for 45 days after, GHS and its affiliates are prohibited from converting any portion of the secured promissory note or any of the shares of Series C preferred stock, or selling any securities of the Company that they beneficially own. In addition, the Company agreed that, upon consummation of its next financing, it would use $260,000 of net cash proceeds first, to repay GHS’s portion of the secured promissory note and second, with any remaining amount from the $260,000, to repurchase a portion of GHS’s shares of Series C preferred stock. In addition, GHS has agreed to exchange the stated value per share (plus any accrued but unpaid dividends) of its remaining shares of Series C preferred stock for new securities that we issue in the next qualifying financing we undertake on a dollar-for-dollar basis.

The above description is qualified in its entirety by reference to the Agreement, attached as Exhibit 10.1 to this current report and incorporated herein by reference.

Item 8.01.           Other Events.

On November 2, 2016, the Company amended its charter to provide for a 1:800 reverse stock split of all of its issued and outstanding common stock. The reverse stock split will be implemented prior to when trading opens on Monday, November 7, 2016.

The Company’s stockholders granted authority to the Board of Directors, in its discretion, to effect the Reverse Stock Split at at the 2016 annual meeting of stockholders held on September 23, 2016.

As a result of the reverse stock split, every 800 shares of issued and outstanding common stock of the Company is converted into 1 share of common stock. All fractional shares created by the reverse stock split are rounded to the nearest whole share. The number of the Company’s authorized shares of common stock does not change.

A new CUSIP number has been issued for the Company’s common stock (40171F303) to distinguish stock certificates issued after the reverse stock split. The pre-split CUSIP number was 40171F204.

The common stock will begin trading on a split-adjusted basis on the OTC under the ticker symbol “GTHPD”. The “D” is appended at the end of the ticker symbol to signify the reverse stock split for 20 trading days, at which time the symbol will revert back to “GTHP.”

The Company issued a press release, a copy of which is attached as exhibit 99.1, announcing the reverse stock split.

Item 9.01           Financial Statements and Exhibits

(d) Exhibits.

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.

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