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 14, 2018 (November 7, 2018)
GUIDED THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-22179 | 58-2029543 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5835 Peachtree Corners East, Suite B
Norcross, Georgia 30092
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (770) 242-8723
______________________________________________________
(Former name or former address, if changed since last report)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
| 1 |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws, Change of Fiscal Year |
On November 7, 2018, Guided Therapeutics, Inc., a Delaware corporation (the “ Company ”) filed with the Secretary of State of Delaware, a Certificate of Amendment to the Restated Certificate of Incorporation (the “ Certificate ”) to increase the Company’s authorized common stock, par value $0.001 per share, from 1,000,000,000 shares to 3,000,000,000 shares. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibits
|
Exhibit Number |
Title of Document |
|
| 3.1 | Certificate of Amendment |
| 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.
| GUIDED THERAPEUTICS, INC. | |
| Date: November 14, 2018 | By: /s/ Gene S. Cartwright, Ph.D. |
| Name: Gene S. Cartwright, Ph.D. | |
| Title: President, Chief Executive Officer and Director | |
| 3 |
Exhibit 3.1
| Delaware | Page 1 | |
| The First State |
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “GUIDED THERAPEUTICS, INC.”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF NOVEMBER, A.D. 2018, AT 8:31 O’CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
| /s/ Jeffrey W. Bullock | ||
| Jeffrey W. Bullock, Secretary of State | ||
| [Seal of Secretary’s Office Delaware] | ||
| 2313878 8100 | ||
| SR# 20187510979 | Authentication: 203850146 | |
| Date: 11-07-18 | ||
| You may verify this certificate online at corp.delaware.gov/authver.shtml | ||
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF GUIDED THERAPEUTICS, INC.
The undersigned, for the purposes of amending the Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) of Guided Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:
FIRST : That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporations for consideration thereof. The resolutions setting forth the proposed amendments is as follows:
RESOLVED , that the Certificate of Incorporation of the Corporation be amended by changing the first paragraph of the Article thereof numbered “Article IV,” as follows
“The Corporation is authorized to issue two classes of shares of stock to be designated, respectively, Common Stock, $0.001 par value, and Preferred Stock, $0.001 par value. The total number of shares that the Corporation is authorized to issue is 3,005,000,000 shares. The number of shares of Common Stock authorized is 3,000,000,000. The number of shares of Preferred Stock authorized is 5,000,000.”
SECOND : The holders of a majority of the issued and outstanding voting stock of the Corporation have voted in favor of said amendment at a duly convened meeting of the stockholders of the Corporation.
THIRD : The aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of the Corporation to be duly executed by the undersigned this day of November 6, 2018.
| GUIDED THERAPEUTICS, INC. | ||
| By: | /s/ Gene S. Cartwright, Ph.D. | |
| Name: Gene S. Cartwright, Ph.D. | ||
| Title: Chief Executive Officer and President, Director | ||
| State of Delaware | ||
| Secretary of State | ||
| Division of Corporations | ||
| Delivered 08:31 AM 11/07/2018 | ||
| FILED 08:31 AM 11/07/2018 | ||
| SR 20187510979 - File Number 231387 8 |