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): September 3, 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 1.01. Entry into a Material Definitive Agreement.

 

On September 3, 2015, the Company entered into an interim purchase agreement (the “Interim Agreement”) that amended a previously disclosed securities purchase agreement, dated June 29, 2015 (the “Purchase Agreement”), involving the issuance and sale to certain accredited investors of shares of the Company’s Series C convertible preferred stock (the “Preferred Stock”) and warrants exercisable for shares of Company’s common stock (the “Warrants”).

The Interim Agreement amends the Purchase Agreement to provide for certain of the investors (the “Interim Purchasers”) to purchase an additional aggregate of $550,000 in shares of Preferred Stock and Warrants on the same terms as set forth in the Purchase Agreement, but at an interim closing expected to occur as early as September 3, 2015 but no later than September 10, 2015 (the “Interim Closing”). In addition, the Lead Purchaser (as defined in the Purchase Agreement), obligated to purchase a second tranche of $1.5 million in shares of Preferred Stock and Warrants at a closing expected to occur shortly after the Company’s special meeting of stockholders on September 15, 2015, has agreed to accelerate the purchase of half that amount to the Interim Closing, and to purchase the remaining half at a new closing to occur upon the effectiveness of the second resale registration statement required to be filed pursuant to the registration rights agreement entered into in connection with the Purchase Agreement (the Registration Rights Agreement”).

Pursuant to the Interim Agreement, the Interim Purchasers have agreed that the shares of the Company’s common stock issuable upon conversion of, or as payment of dividends on, the additional shares of Preferred Stock, or the shares of common stock issuable upon exercise of the additional Warrants, may not be sold until the earlier of (1) the date the Lead Investor holds 25% or less of the number of shares of Preferred Stock sold to the Lead Investor, (2) the first date that the closing price per share of the Company’s common stock equals or exceeds $0.20 for five consecutive trading days; and (3) one year from the date of issuance of the additional shares.

The Interim Agreement also amends the Registration Rights Agreement to clarify the order of priority and timing for the registration for resale of shares of common stock issuable upon conversion of, or payment of dividends on, the Preferred Stock, and to eliminate the registration requirements for the shares issuable upon exercise of the Warrants.

In connection with the Interim Agreement, the Company amended the Certificate of Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Preferred Stock Designation”), effective as of September 3, 2015, to increase the number of authorized shares of Preferred Stock from 7,200 to 9,000. The Company further amended the Preferred Stock Designation to eliminate the beneficial ownership limitations for existing stockholders who beneficially own more than 4.99% of the Company’s common stock and to provide a waiver right regarding the operation of certain anti-dilution provisions for the Preferred Stock for the holders of a majority of the then-outstanding shares of Preferred Stock.

John Imhoff, a director of the Company, is one of the Interim Purchasers.

The foregoing descriptions of the Interim Agreement and the amendments to the Preferred Stock Designation do not purport to be complete, and are qualified in their entirety by references to Exhibit 10.1 and Exhibit 3.1 respectively hereto, which are incorporated herein by reference.

A press release further describing the transaction is attached at Exhibit 99.1 and is incorporated herein by reference.

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.

  2  
 

 

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 above pursuant to the Interim Agreement and Purchase Agreement 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 3.03 Material Modification to Rights of Security Holders

The information set forth under Item 1.01 is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information set forth under Item 1.01 is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Number Exhibit
3.1 Amendments to Series C Convertible Preferred Certificate of Designations
10.1 Interim Agreement
99.1 Press Release

 

 

 

 

  3  
 

 

 

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: September 3, 2015  

 

 

 

 

  4  
 

 

 

EXHIBIT INDEX

Number Exhibit
3.1 Amendments to Series C Convertible Preferred Certificate of Designations
10.1 Interim Agreement
99.1 Press Release

 

 

 

 

 

  5  

 

Exhibit 3.1  

 

FORM OF AMENDMENTS
TO THE
CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C PREFERRED STOCK
OF

GUIDED THERAPEUTICS, INC.

 

1. Section 2 of the Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “ Designations ”) was deleted in its entirety and replaced by the following:

Section 2. Designation, Amount and Par Value . The series of preferred stock shall be designated as its Series C Convertible Preferred Stock (the “ Preferred Stock ”) and the number of shares so designated shall be up to 9,000 (which shall not be subject to increase without the written consent of all of the holders of the Preferred Stock (each, a “ Holder ” and collectively, the “ Holders ”)). Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value equal to $1,000 (the “ Stated Value ”), subject to increase as set forth in Section 3.

2. Section 6(c) of the Designations was amended by adding the following sentence at the end of such section:

This Section 6(c) shall not apply to any Holder who, immediately prior to becoming the beneficial owner of shares of Preferred Stock, beneficially held more than 4.99% of the Common Stock.

3. Section 7(b)(i) of the Designations was deleted in its entirety and replaced by the following:

(i) For so long as any Preferred Stock is outstanding, if the Corporation shall issue or sell any shares of Common Stock (as actually issued or, pursuant to paragraph (ii) below, deemed to be issued), without the consent of the holders of at least a majority in interest of the Preferred Stock then outstanding, for a consideration per share less than the Conversion Price in effect immediately prior to such issue or sale, then immediately upon such issue or sale the Conversion Price shall automatically be adjusted to a price equal to the price paid per share in such sale or issue.

Exhibit 10.1

Interim Securities Purchase Agreement

This Interim Securities Purchase Agreement (this “ Agreement ”) is dated September 3, 2015 and is between Guided Therapeutics, Inc., a Delaware corporation (the “ Company ”), Aquarius Opportunity Fund (the “ Lead Purchaser ”), and each other purchaser identified on the signature pages hereto (each, an “ Interim Purchaser ”).

The parties hereto are party to the Securities Purchase Agreement, dated June 29, 2015 (the “ Purchase Agreement ”), pursuant to which the Company has agreed to issue and sell, and the Lead Purchaser, the Interim Purchasers, and certain other purchasers have agreed to purchase, shares of the Company’s Series C convertible preferred stock (the “ Preferred Stock ”) and warrants to purchase shares of the Company’s common stock (the “ Warrants ”).

The Interim Purchasers desire to purchase additional shares of Preferred Stock and Warrants (the “ Additional Shares ” and “ Additional Warrants ,” respectively) from the Company prior to the Second Closing on the terms set forth in the Purchase Agreement. In addition, the Lead Purchaser desires to accelerate its purchase of $750,000 of the remaining $1.5 million of Preferred Stock it is currently scheduled to purchase at the Second Closing, and to purchase the remaining $750,000 of Preferred Stock it is currently scheduled to purchase at the Second Closing at a closing to occur following effectiveness of the next Registration Statement to be filed pursuant to the Registration Rights Agreement. In order to accomplish all of the foregoing, the parties must (1) amend the certificate of designation governing the Preferred Stock (the “ Series C Designation ”) to increase the number of authorized shares of Preferred Stock available for issuance, (2) amend the Purchase Agreement to provide for an interim closing for the purchase of the Additional Shares and Additional Warrants by the Interim Purchasers and $750,000 of the remaining $1.5 million of Preferred Stock by the Lead Purchaser, (3) amend the Purchase Agreement to provide for an additional closing for the purchase of the final $750,000 of Preferred Stock by the Lead Purchaser, and (4) amend the Registration Rights Agreement to clarify the registration priority of the Registrable Securities.

Amendments to the Series C Designations, the Purchase Agreement, and the Registration Rights Agreement each require the approval of a majority of then-outstanding shares of Preferred Stock (or Registrable Securities (as defined in the Registration Rights Agreement), as applicable. As of the date hereof, the Lead Purchaser holds all of the outstanding shares of Preferred Stock and Registrable Securities.

Therefore, the parties agree as follows:

1.                  Defined Terms . Defined terms used but not defined in this Agreement are as defined in the Purchase Agreement.

2.                  Amendments to Series C Designation . The Lead Purchaser hereby consents to the adoption of the following amendments to the Series C Designation (the “ Amendments ”), which Amendments have been approved by the Company’s board of directors and, at the board’s recommendation, are being submitted for the Lead Purchaser’s approval:

(a)                Delete Section 2 of the Series C Designation in its entirety and replace with the following:

Section 2. Designation, Amount and Par Value . The series of preferred stock shall be designated as its Series C Convertible Preferred Stock (the “ Preferred Stock ”) and the number of shares so designated shall be up to 9,000 (which shall not be subject to increase without the written consent of all of the holders of the Preferred Stock (each, a “ Holder ” and collectively, the “ Holders ”)). Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value equal to $1,000 (the “ Stated Value ”), subject to increase as set forth in Section 3.

(b)               Amend Section 6(c) of the Series C Designation by adding the following sentence at the end:

This Section 6(c) shall not apply to any Holder who, immediately prior to becoming the beneficial owner of shares of Preferred Stock, beneficially held more than 4.99% of the Common Stock.

(c)                Delete Section 7(b)(i) of the Series C Designation in its entirety and replace it with the following:

(i) For so long as any Preferred Stock is outstanding, if the Corporation shall issue or sell any shares of Common Stock (as actually issued or, pursuant to paragraph (ii) below, deemed to be issued), without the consent of the holders of at least a majority in interest of the Preferred Stock then outstanding, for a consideration per share less than the Conversion Price in effect immediately prior to such issue or sale, then immediately upon such issue or sale the Conversion Price shall automatically be adjusted to a price equal to the price paid per share in such sale or issue.

3.                  Amendment to Purchase Agreement . Upon effectiveness of the Amendments, the Purchase Agreement is hereby amended as follows:

(a)                Delete Exhibit A to the Purchase Agreement in its entirety and replace it with Exhibit A attached hereto.

(b)               Amend Section 2.1(a) of the Purchase Agreement by inserting the following as paragraph (ii) and renumbering the text currently labeled as paragraph (ii) as paragraph (iii):

(ii) At a closing on the date designated by the Company but in no event later than September 10, 2015 (the “ Interim Closing ”), the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, the number of shares of Preferred Stock set forth opposite such Purchaser’s name under the heading “Interim Closing Preferred Stock” on Exhibit A hereto, along with a Warrant to purchase the number of Warrant Shares set forth opposite such Purchaser’s name under the heading “Interim Closing Warrant Shares” on Exhibit A hereto (rounded up to the nearest whole share), in exchange for a payment from each Purchaser of immediately available funds in the amount set forth opposite such Purchaser’s name under the heading “Interim Closing Subscription Amount” on Exhibit A hereto. The Lead Purchaser’s payment at the Interim Closing shall be payable by wire transfer of immediately available funds and shall be distributed as follows: (1) $150,600 to Company Counsel and (2) 67,500 to the Placement Agent.

(c)                Further amend Section 2.1(a) of the Purchase Agreement by deleting the second sentence in newly numbered paragraph (iii).

(d)               Further amend Section 2.1(a) of the Purchase Agreement by inserting the following as new paragraph (iv) at the end of such section:

(iv) At a closing on the date that is five (5) Trading Days following the effectiveness of the Registration Statement first filed after the Second Closing (the “ Third Closing ”), the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, the number of shares of Preferred Stock set forth opposite such Purchaser’s name under the heading “Third Closing Preferred Stock” on Exhibit A hereto, along with a Warrant to purchase the number of Warrant Shares set forth opposite such Purchaser’s name under the heading “Third Closing Warrant Shares” on Exhibit A hereto (rounded up to the nearest whole share), in exchange for a payment from each Purchaser in the amount set forth opposite such Purchaser’s name under the heading “Third Closing Subscription Amount” on Exhibit A hereto. The Lead Purchaser’s payment at the Third Closing shall be payable by wire transfer of immediately available funds and shall be distributed as follows: (1) $100,000 to Company Counsel and (2) $67,500 to the Placement Agent.

(e)                Delete Section 2.2(a)(iv) of the Purchase Agreement in its entirety and replace it with the following:

(iv) a legal opinion of Company Counsel, dated as of the date of the Closing and in the form attached hereto as Exhibit E , executed by such counsel and addressed to the Purchasers receiving Preferred Stock at such Closing and covering only those shares of Preferred Stock and Warrants to be issued at such Closing (as well as Conversion Shares and Warrant Shares underlying such shares of Preferred Stock and Warrants; provided that the opinions delivered at the First Closing and the Interim Closing shall not cover the associated Conversion Shares, Warrants or Warrant Shares, which Conversion Shares, Warrants and Warrant Shares shall instead be covered by the opinion issued at the Second or Third Closing, as applicable).

4.                  Lockup . The Interim Purchasers shall be prohibited from selling any shares of the Company’s common stock issuable upon conversion of, or as payment of dividends on, the Additional Shares, or issuable upon exercise of the Additional Warrants (collectively, the “ Underlying Shares ”), until the earlier of (a) the date that the Lead Investor holds 25% or less of the number of shares of Preferred Stock issued and sold to the Lead Investor pursuant to the Purchase Agreement, (b) the first date that the closing price per share of Common Stock equals or exceeds $0.20 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) for five consecutive Trading Days; and (c) one year from the date of issuance of the Additional Shares.

5.                  Registration Right Agreement . The Registration Rights Agreement is hereby amended as follows:

(a)                The definition of “Registrable Securities” is amended to delete references to Warrant Shares.

(b)               Section 2 is amended by adding the following new subsection (f):

(f) Notwithstanding anything to the contrary in this Section 2, the Company shall register all Registrable Securities in one or more Initial Registration Statements or Remainder Registration Statements, as applicable, in the following order of priority: (i) all Registrable Securities issuable upon conversion of, or payment of dividends on, the shares of Preferred Stock issued at the First Closing that have not already been registered on a Registration Statement; (ii) all Registrable Securities issuable to the Lead Investor upon conversion of, or payment of dividends on, the shares of Preferred Stock issued at the Interim Closing; (iii) all Registrable Securities issuable upon conversion of, or payment of dividends on, the shares of Preferred Stock issuable at the Second Closing; (iv) all Registrable Securities issuable from conversion of, or payment of dividends on, shares of Preferred Stock issuable at the Third Closing; and (v) all remaining Registrable Securities. Further, notwithstanding anything to the contrary in this Section 2 or in the definitions of Filing Deadline or Effectiveness Deadline, (i) the Company shall not be required to file an Initial Registration Statement in connection with the Interim Closing, and (ii) with respect to the Initial Registration Statement for the Third Closing, the Filing Deadline and Effectiveness Deadline shall be deemed to be dates that are as soon as reasonably practicable following the Third Closing. In no event shall the Company be obligated to register for resale Registrable Securities on any particular Registration Statement in excess of one-third of its then-outstanding public float (as determined in accordance with Exchange Act Rule 12b-2), provided that nothing in this sentence shall be deemed eliminate the Company’s obligation to register such excess Registrable Securities on one or more Remainder Registration Statements.

6.                  Registration Rights of Underlying Shares . Notwithstanding anything to the contrary in the Registration Rights Agreement, the Underlying Shares shall be deemed “Registrable Securities not acquired pursuant to the Purchase Agreement” for purposes of Section 2(a) of the Registration Rights Agreement and, accordingly, shall be subject to removal from the applicable Remainder Registration Statement in the order of priority set forth therein for such Registrable Securities.

7.                  Warrants . Notwithstanding anything to the contrary in the Purchase Agreement or form of Warrant attached thereto, Section 11 of any Warrants issued after the date hereof shall not apply to any Holder who, immediately prior to becoming the beneficial owner of shares of Preferred Stock, beneficially held more than 4.99% of the Common Stock.

8.                  No Other Changes . Except as set forth expressly herein, all terms of the Purchase Agreement, the Registration Rights Agreement and the Warrants shall be and remain in full force and effect, and shall constitute the legal, valid, binding and enforceable obligations of the parties thereto.

9.                  Counterparts . This Agreement may be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to be an original, and all such counterparts will together constitute but one and the same instrument.

[Signature Page Follows]

The parties have executed this Agreement as of the date first written above.

 

guided therapeutics, inc.

By: /s/ Gene S. Cartwright

Gene S. Cartwright

President

 

 

AQUARIUS OPPORTUNITY FUND:

By: EOS Investment, Ltd., its Investment Manager

By: /s/ Gregory Pepin

Gregory Pepin

Managing Director

 

 

 

/s/ John E. Imhoff
JOHN e. iMHOFF

 

 

 

/s/ Dolores Maloof
dOLORES mALOOF

 

 

 

/s/ Lynn Imhoff
LYNN IMHOFF

 

 

Exhibit A

Schedule of Purchasers

Purchaser Name: First Closing Preferred Stock First Closing Warrant Shares First Closing Purchase Price
Aquarius Opportunity Fund 3,334 52,642,105 $2,500,500

 

Purchaser Name: Interim Closing Preferred Stock Interim Closing Warrant Shares Interim Closing Purchase Price
Aquarius Opportunity Fund 1,000 15,789,474 $750,000
John Imhoff 400 6,315,789 $300,000
Delores Maloof 167 2,631,579 $125,000
Lynne Imhoff 167 2,631,579 $125,000

 

Purchaser Name: Second Closing Preferred Stock Second Closing Warrant Shares Second Closing Purchase Price Series B Rollover (y/n)
ProMed Partners LP 67 1,057,895 $50,250 Y
David B. Musket 533 8,415,789 $399,750 Y
John Imhoff 667 10,531,579 $500,250 Y
Delores Maloof 136 2,147,368 $102,000 Y
Ronald Hart 33 521,053 $25,000 Y
Lynne Imhoff 133 2,100,000 $100,000 Y
Mark Faupel 133 2,100,000 $100,000 Y
The Whittemore Collection, Ltd. 133 2,100,000 $100,000 Y

 

Purchaser Name: Third Closing Preferred Stock Third Closing Warrant Shares Third Closing Purchase Price
Aquarius Opportunity Fund 1,000 15,789,473 $750,000

 

Exhibit 99.1

 

 
 
  5835 Peachtree Corners East, Suite D
  Norcross, GA 30092

       

 

Guided Therapeutics Announces $550,000 Increase to $4 Million Private

Placement and Accelerated Interim Closing

 

NORCROSS, GA (September 3, 2015) -- Guided Therapeutics, Inc. (OTCQB: GTHP) announced today that it has entered into an amendment agreement to increase by $550,000 the gross cash proceeds from its previously announced private placement of convertible preferred stock and common stock warrants, as well as to accelerate the closing of $1.3 million of the total $4.55 million investment. Among those making the additional investment is a member of the Company’s Board of Directors.

 

Net proceeds from the private placement are intended to be used to purchase new inventory for manufacturing the Guided Therapeutics LuViva® Advanced Cervical Scan.

 

Gene Cartwright, CEO of Guided Therapeutics, stated, “These additional funds are needed to cover the cost of manufacturing additional LuVivas and single-use disposables for the previously announced Ministry of Health order for Turkey.”

 

Pursuant to the amendment agreement, dated September 3, 2015, at an interim closing expected to occur as early as today, the Company will issue to participating investors 1,734 shares of preferred stock and five-year warrants to purchase approximately 27.3 million shares of common stock, at an exercise price of $0.095 per share, all on the same terms as previously announced.

 

The final closing of the private placement is scheduled to occur in the fourth quarter of 2015, at which the Company would receive the final $750,000 in gross cash proceeds. Total gross cash proceeds from the private placement are expected to be $4.55 million, an increase of $550,000 from the amount originally announced.

 

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE MKT: LTS), is acting as exclusive placement agent for this transaction.

 

Neither the preferred stock, nor the warrants to purchase shares of common stock, nor the shares of common stock issuable upon conversion of the preferred stock or exercise of warrants, have been registered under the Securities Act of 1933, as amended, and none of these securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation or jurisdiction would be unlawful.

 

About LuViva ® Advanced Cervical Scan

LuViva is a technologically advanced diagnostic device that scans the cervix with light and uses spectroscopy to measure how light interacts with the cervical tissue. Spectroscopy identifies chemical and structural indicators of precancer that may be below the surface of the cervix or misdiagnosed as benign. This technique is called biophotonics. Unlike Pap, HPV tests or biopsies, LuViva does not require laboratory analysis or a tissue sample, and is designed to provide results immediately, which may result in eliminating costly, painful and unnecessary additional testing. LuViva is intended for use with women who have undergone initial screening and are called back for follow up with a colposcopy examination, which in many cases, involves taking a biopsy of the cervix. It has also been used in clinical studies in Turkey and Nigeria as a means to screen women for cervical cancer where the availability of infrastructure necessary for Pap and HPV testing is restricted. The device is used in conjunction with the LuViva ® Cervical Guide single-use patient interface and calibration disposable.

 

About Guided Therapeutics

Guided Therapeutics, Inc. (OTCQB: GTHP) is the maker of a rapid and painless testing platform based on its patented biophotonic technology that utilizes light for the early detection of disease at the cellular level. The Company’s first product is the LuViva® Advanced Cervical Scan, a non-invasive device used to detect cervical disease instantly and at the point of care. In a multi-center clinical trial, with women at risk for cervical disease, the technology was able to detect cervical cancer up to two years earlier than conventional modalities, according to published reports. For more information, visit: www.guidedinc.com.

 

The Guided Therapeutics LuViva® Advanced Cervical Scan is an investigational device and is limited by federal law to investigational use in the U.S. LuViva, the wave logo and “Early detection, better outcomes” are registered trademarks owned by Guided Therapeutics, Inc.

 

Forward-Looking Statements Disclaimer: A number of the matters and subject areas discussed in this news release that are not historical or current facts deal with potential future circumstances and developments, including among others, the timing of the closing of the private placement and the amount of gross proceeds and the use of net proceeds from the private placement. The discussion of such matters and subject areas is qualified by the inherent risks and uncertainties surrounding future expectations generally and also may materially differ from Guided Therapeutics’ actual future experience involving any of or more of such matters and subject areas. Such risks and uncertainties include those related to the Company’ ability to complete the transactions contemplated by the private placement, its ability to realize the expected benefits of the private placement, the sufficiency of the capital raised in the private placement and the ability of Guided Therapeutics to raise additional capital, the extent of dilution of the holdings of its current stockholders upon conversion or exercise of securities issued in connection with capital raising efforts, the early stage of Guided Therapeutics products in development, the uncertainty of market acceptance of products, the uncertainty of development or effectiveness of distribution channels, the intense competition in the medical device industry, the uncertainty of capital to develop products or continue as a going concern, the uncertainty of regulatory approval of products, dependence on licensed intellectual property, as well as those that are more fully described from time to time under the heading “Risk Factors” in Guided Therapeutics’ reports filed with the Securities and Exchange Commission, including Guided Therapeutics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and subsequent quarterly reports.

 

 

###END###

 

Investor and Media Relations Contact:

Robert Haag

Managing Partner

IRTH Communications

GTHP@irthcommunications.com

866-976-4784

 

Bill Wells

Guided Therapeutics

770-242-8723