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~~ 23December 18, 2024

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.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

5835 Peachtree Corners East, Suite B

Peachtree Corners, Georgia

30092

(Address of principal executive offices)

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		N/A		N/A

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On ~~September~~December 2318, 2024, Guided Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), including John Imhoff, a member of the Company’s Board of Directors, for the purpose of raising $~~300~~535,000 in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a private placement offering, an aggregate of 34,~~333~~115,~~335~~386 shares (the “Shares”) of the Company’s common stock (“Common Stock”) and warrants (the “Warrants”) to purchase up to 34,~~333~~115,~~335~~386 shares of Common Stock (the shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”). The combined purchase price per Share and Warrant was $0.0913. The Warrants are immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.1218 per share.

The closing of the offering pursuant to the Purchase Agreement occurred on ~~September~~December 2318, 2024.

The Company intends to use the net proceeds from the transactions for general corporate purposes and working capital, including manufacturing expenses for filling product orders placed recently by international distribution partners.

The forms of the Purchase Agreement and the Warrant are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Warrant dated December 18, 2024
10.1		Form of Securities Purchase Agreement dated December 18, 2024
104		Cover Page Interactive ~~Data~~Date File (embedded within the Inline XBRL document)

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: September 26, 2024	/s/ Mark Faupel
Date: December 20, 2024	/s/ Mark Faupel
	By: Mark Faupel
	President and Chief Executive Officer

Filing Compare · GUIDED THERAPEUTICS INC