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): July 10, 2015
GUIDED THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-22179 | 58-2029543 |
| ( State or Other Jurisdiction of Incorporation) | (Commission File Number) | (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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| [X] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01. Entry into a Material Definitive Agreement.
On July 10, 2015, the Company entered into a joinder agreement with certain holders of the Company’s Series B convertible preferred stock (the “Series B Holders”) and a holder of a promissory note previously issued by the Company, pursuant to which they each became a party to the previously disclosed securities purchase agreement, dated June 29, 2015 (the “Purchase Agreement”), and registration rights agreement, dated June 29, 2015 (the “Registration Rights Agreement”), and will, pursuant to the Purchase Agreement, purchase an aggregate of 432 shares of the Company’s Series C convertible preferred stock (the “Series C Preferred”), at a purchase price of $750 per share and a stated value of $1,000 per share, and will receive, on a pro rata basis, warrants (the “Series C Warrants”) exercisable to purchase an aggregate of approximately 6.8 million shares of the Company’s common stock.
The description of the joinder agreement is qualified in its entirety by reference to the joinder agreement attached as Exhibit 10.1 to this current report and incorporated herein by reference. The material terms of the Purchase Agreement, the Series C Preferred, and the Series C Warrants were previously disclosed in the Company’s current report on Form 8-K, filed June 30, 2015.
The Series B Holders and the promissory note holder will exchange their outstanding shares of Series B preferred stock or promissory note in lieu of cash, on a dollar-for-dollar basis, on the same terms as each other investor purchasing shares of Series C Preferred under the Purchase Agreement.
This current report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any securities. The securities described above have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 1.01 is incorporated by reference into this Item 3.02. The issuance of the securities described above has been conducted as a private placement to “accredited investors” (as that term is defined under Rule 501 of Regulation D), and is exempt from registration under the Securities Act of 1933 in reliance upon Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving a public offering.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Number | Exhibit |
| 10.1 | Joinder Agreement |
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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.
| GUIDED THERAPEUTICS, INC. | |
| /s/ Gene S. Cartwright, Ph.D. | |
| By: Gene S. Cartwright, Ph.D. | |
| President and Chief Executive Officer | |
| Date: July 13, 2015 |
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EXHIBIT INDEX
| Number | Exhibit |
| 10.1 | Joinder Agreement |
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Exhibit 10.1
FORM OF
Joinder Agreement
This Joinder Agreement, dated as of July 10, 2015 (this “ Agreement ”) is by and between GUIDED THERAPEUTICS, INC. (the “ Company ”), AQUARIUS OPPORTUNITY FUND (the “ Lead Purchaser ”), and each other purchaser identified on the signature pages hereto (each, an “ Additional Purchaser ”).
The Company and the Lead Purchaser are parties to that certain Securities Purchase Agreement, dated June 29, 2015 (the “ Purchase Agreement ”). Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to such terms in the Purchase Agreement. The Company and the Lead Purchaser desire that the Additional Purchasers join as a party to the Purchase Agreement. Pursuant to Section 6.4 of the Purchase Agreement, the Purchase Agreement may be amended by the Company and the holders of at least a majority in interest of the Preferred Stock still held by all Purchasers. As of the date hereof, the Lead Purchaser beneficially owns all of the outstanding shares of Preferred Stock.
Therefore, the parties agree as follows:
1. Joinder . Each Additional Purchaser shall be bound by all of the terms, conditions and provisions of, and shall be deemed to be a party to (as if it were an original signatory to), the Purchase Agreement and each of the other Transaction Documents as a “Purchaser” thereunder. Each Additional Purchaser acknowledges that it has received copies of the Purchase Agreement and the other Transaction Documents. The Company and the Lead Purchaser hereby consent to the joinder of the Additional Purchasers to the Purchase Agreement.
2. Representations and Warranties . Each Additional Purchaser hereby makes all of the representations and warranties set forth in Section 3.2 of the Purchase Agreement as of the date hereof (unless such representations or warranties relate to an earlier date, in which case as of such earlier date), as if such representations and warranties were fully set forth in this Agreement.
3. Miscellaneous . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior written consent of at least a majority in interest of the Securities still held by Purchasers. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.
[signature page follows]
The parties are executing this Agreement as of the date first written above.
GUIDED THERAPEUTICS, INC.
/s/ Gene S. Cartwright
By: Gene S. Cartwright
Title: President
AQUARIUS OPPORTUNITY FUND
By: EOS Investment Ltd., its Investment Manager
/s/ Gregory Pepin
By: Gregory Pepin
Title: Managing Director
| [Joinder Agreement Signature Page] |
NAME OF ADDITIONAL PURCHASER:
/s/ Ronald Hart
By:____________________________________
Name:
Title:
Tax ID:________________________________
Address for Notice:
_______________________________________
_______________________________________
_______________________________________
Telephone No.:__________________________
Facsimile No.:___________________________
E-mail Address:__________________________
Attention:______________________________
Securities Delivery Instructions
(if different than above)
c/o:___________________________________
Street:_________________________________
City/State/Zip:__________________________
Attention:______________________________
Telephone No.:
| [Joinder Agreement Signature Page] |
NAME OF ADDITIONAL PURCHASER:
Lynne Imhoff
By: /s/ Lynne Imhoff
Name: Lynne Imhoff
Title:
Tax ID:________________________________
Address for Notice:
_______________________________________
_______________________________________
_______________________________________
Telephone No.:__________________________
Facsimile No.:___________________________
E-mail Address:__________________________
Attention:______________________________
Securities Delivery Instructions
(if different than above)
c/o:___________________________________
Street:_________________________________
City/State/Zip:__________________________
Attention:______________________________
Telephone No.:
| [Joinder Agreement Signature Page] |
NAME OF ADDITIONAL PURCHASER:
By: /s/ Mark Faupel
Name: Mark Faupel
Title: Founder
Tax ID:________________________________
Address for Notice:
_______________________________________
_______________________________________
_______________________________________
Telephone No.:__________________________
Facsimile No.:___________________________
E-mail Address:__________________________
Attention:______________________________
Securities Delivery Instructions
(if different than above)
c/o:___________________________________
Street:_________________________________
City/State/Zip:__________________________
Attention:______________________________
Telephone No.:
| [Joinder Agreement Signature Page] |
NAME OF ADDITIONAL PURCHASER:
The Whittemore Collection, Ltd.
By: /s/ Stephen J. Sweeney
Name: Stephen J. Sweeney
Title: Vice President
Tax ID:________________________________
Address for Notice:
_______________________________________
_______________________________________
_______________________________________
Telephone No.:__________________________
Facsimile No.:___________________________
E-mail Address:__________________________
Attention:______________________________
Securities Delivery Instructions
(if different than above)
c/o:___________________________________
Street:_________________________________
City/State/Zip:__________________________
Attention:______________________________
Telephone No.:__________________________
| [Joinder Agreement Signature Page] |