UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For~~ ☐ ~~the~~TRANSITION ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~June~~SECTION ~~30,~~13 ~~2025~~OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

For the quarterly period ended September 30, 2025

Commission File No. 000-22179

GUIDED THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		58-2029543
(State or other jurisdictionof incorporation or organization)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5835 Peachtree Corners East, Suite B

Peachtree Corners, Georgia 30092

(Address of principal executive offices) (Zip Code)

(770) 242-8723

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

As of ~~August~~November 1110, 2025, the registrant had 8083,~~283~~599,~~991~~156 shares of Common Stock, $0.001 par value per share, outstanding.

PART I — FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	3
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	4
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	5
	Unaudited Condensed Consolidated Statements of Stockholders' Deficit for the Three and Six Months Ended June 30, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Stockholders' Deficit for the Three and Nine Months Ended September 30, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	9
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	14
	Notes to Unaudited Condensed Consolidated Financial Statements	1016
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4047
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4857
Item 4.	Controls and Procedures	4857
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	4958
Item 1A.	Risk Factors	4958
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4958
Item 3.	Defaults Upon Senior Securities	4959
Item 4.	Mine Safety Disclosures	4959
Item 5.	Other Information	4959
Item 6.	Exhibits	5060
Signatures		5161

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
	June 30,		December 31,
	2025		2024
ASSETS
Current Assets:
Cash and cash equivalents	$	185	$	388
Trade receivables, net of allowance for credit losses of $2 and $1 at June 30, 2025 and December 31, 2024, respectively.		8		3
Inventory, net of reserves of $818 at June 30, 2025 and December 31, 2024		595		633
Other current assets		23		173
Total current assets		811		1,197
Non-Current Assets:
Property and equipment, net		18		23
Operating lease right-of-use assets, net of amortization		94		141
Other assets		17		17
Total non-current assets		129		181
TOTAL ASSETS	$	940	$	1,378
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	2,255	$	2,094
Accounts payable, related parties		37		36
Accrued liabilities		1,117		1,011
Deferred revenue		679		849
Current portion of lease liability		104		106
Short-term notes payable due to related parties		25		70
Current portion of long-term debt, related parties		525		532
Short-term notes payable		24		92
Short-term convertible notes, net of discounts		421		117
Short-term convertible debt in default		1,130		1,130
Derivative liability at fair value		60		118
Total current liabilities		6,377		6,155
Long-Term Liabilities
Long-term lease liability		-		49
Long-term notes payable		35		47
Long-term convertible debt		-		14
Long-term debt, related parties		-		2
Total long-term liabilities		35		112
Total liabilities		6,412		6,267
COMMITMENTS AND CONTINGENCIES (Note 6)

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

STOCKHOLDERS’ DEFICIT:
Series C convertible preferred stock, $0.001 par value; 9.0 shares authorized, nil and 0.3 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. Liquidation preference of nil and $286 at June 30, 2025 and December 31, 2024, respectively.		-			105
Series C1 convertible preferred stock, $0.001 par value; 20.3 shares authorized, 0.4 and 1.0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. Liquidation preference of $374 and $1,049 at June 30, 2025 and December 31, 2024, respectively.		61			170
Series C2 convertible preferred stock, $0.001 par value; 5,000 shares authorized, nil and 2.7 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. Liquidation preference of nil and $2,700 at June 30, 2025 and December 31, 2024, respectively.		-			439
Series D convertible preferred stock, $0.001 par value; 6.0 shares authorized, 0.1 and 0.4 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. Liquidation preference of $88 and $438 at June 30, 2025 and December 31, 2024, respectively.		32			159
Series E convertible preferred stock, $0.001 par value; 5.0 shares authorized, 0.9 shares issued and outstanding as of June 30, 2025 and December 31, 2024. Liquidation preference of $883 at June 30, 2025 and December 31, 2024.		834			834
Series F convertible preferred stock, $0.001 par value; 1.5 shares authorized, 1.0 shares issued and outstanding as of June 30, 2025 and December 31, 2024. Liquidation preference of $981 at June 30, 2025 and December 31, 2024.		817			817
Series F-2 convertible preferred stock, $0.001 par value; 5.0 shares authorized, 0.5 shares issued and outstanding as of June 30, 2025 and December 31, 2024. Liquidation preference of $480 and $520 at June 30, 2025 and December 31, 2024, respectively.		438			475
Common stock, $0.001 par value; 500,000 shares authorized, 78,971 and 65,131 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.		3,465			3,452
Additional paid-in capital		144,041			142,501
Treasury stock at cost		(132	)		(132	)
Accumulated deficit		(155,028	)		(153,709	)
Total stockholders’ deficit		(5,472	)		(4,889	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	940		$	1,378

CONDENSED CONSOLIDATED BALANCE SHEETS

~~The~~(unaudited, ~~accompanying~~in ~~notes are an integral part of these condensed consolidated statements.~~thousands)

	September 30,		December 31,
	2025		2024
ASSETS

Current Assets:
Cash and cash equivalents	$	87	$	388
Trade receivables, net of allowance for credit losses of $2 and $1 at September 30, 2025 and December 31, 2024, respectively.		6		3
Inventory, net of reserves of $818 at September 30, 2025 and December 31, 2024		583		633
Other current assets		123		173
Total current assets		799		1,197

Non-Current Assets:
Property and equipment, net		18		23
Operating lease right-of-use assets, net of amortization		69		141
Other assets		17		17
Total non-current assets		104		181

TOTAL ASSETS	$	903	$	1,378

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable	$	2,382	$	2,094
Accounts payable, related parties		29		36
Accrued liabilities		952		1,011
Deferred revenue		689		849
Current portion of lease liability		76		106
Short-term notes payable due to related parties		-		70
Current portion of long-term debt, related parties		606		532
Current portion of notes payable		116		92
Short-term convertible debt, net of discounts		411		117
Short-term convertible debt in default		1,130		1,130
Derivative liability at fair value		79		118
Total current liabilities		6,470		6,155

Long-Term Liabilities
Long-term lease liability		-		49
Long-term notes payable		29		47
Long-term convertible debt, net of discounts		-		14
Long-term debt, related parties		50		2
Total long-term liabilities		79		112

Total liabilities		6,549		6,267

COMMITMENTS AND CONTINGENCIES (Note 6)

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
STOCKHOLDERS’ DEFICIT:
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Series C convertible preferred stock, $0.001 par value; 9.0 shares authorized, nil and 0.3 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. Liquidation preference of nil and $286 at September 30, 2025 and December 31, 2024, respectively.		-			105
(unaudited, in thousands, except per share data)
Series C1 convertible preferred stock, $0.001 par value; 20.3 shares authorized, 0.4 and 1.0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. Liquidation preference of $374 and $1,049 at September 30, 2025 and December 31, 2024, respectively.		61			170
	Three Months Ended						Six Months Ended
Series C2 convertible preferred stock, $0.001 par value; 5,000 shares authorized, nil and 2.7 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. Liquidation preference of nil and $2,700 at September 30, 2025 and December 31, 2024, respectively.		-			439
	June 30,						June 30,
Series D convertible preferred stock, $0.001 par value; 6.0 shares authorized, 0.1 and 0.4 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. Liquidation preference of $50 and $438 at September 30, 2025 and December 31, 2024, respectively.		18			159
	2025			2024			2025			2024
Series E convertible preferred stock, $0.001 par value; 5.0 shares authorized, 0.3 shares issued and outstanding as of September 30, 2025 and December 31, 2024. Liquidation preference of $300 and $883 at September 30, 2025 and December 31, 2024, respectively.		284			834
Sales - devices and disposables	$	117		$	-		$	117			6
Series F convertible preferred stock, $0.001 par value; 1.5 shares authorized, 1.0 shares issued and outstanding as of September 30, 2025 and December 31, 2024. Liquidation preference of $981 at September 30, 2025 and December 31, 2024.		817			817
Cost of goods sold		38			-			38			2
Series F-2 convertible preferred stock, $0.001 par value; 5.0 shares authorized, 0.5 shares issued and outstanding as of September 30, 2025 and December 31, 2024. Liquidation preference of $480 and $520 at September 30, 2025 and December 31, 2024, respectively.		438			475
Gross profit		79			-			79			4
Common stock, $0.001 par value; 500,000 shares authorized, 83,599 and 65,131 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.		3,469			3,452
Operating expenses:
Additional paid-in capital		145,212			142,501
Research and development		133			222			207			275
Treasury stock at cost		(132	)		(132	)
Sales and marketing		51			69			124			142
Accumulated deficit		(155,813	)		(153,709	)
General and administrative		658			364			924			600
Total stockholders’ deficit		(5,646	)		(4,889	)
Total operating expenses		842			655			1,255			1,017
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	903		$	1,378
Loss from operations		(763	)		(655	)		(1,176	)		(1,013	)
Other income (expenses):
Interest expense		(157	)		(75	)		(303	)		(139	)
Interest income		-			-			-			3
Change in fair value of derivative liability		30			(7	)		83			(7	)
Gain from forgiveness of debt		15			16			31			33
Loss from extinguishment of debt		-			-			(32	)		-
Other income		64			12			161			12
Total other income (expense)		(48	)		(54	)		(60	)		(98	)
Loss before income taxes		(811	)		(709	)		(1,236	)		(1,111	)
Provision for income taxes		-			-			-			-
Net loss		(811	)		(709	)		(1,236	)		(1,111	)
Preferred stock dividends		(45	)		(49	)		(83	)		(88	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(856	)	$	(758	)	$	(1,319	)	$	(1,199	)
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Weighted average shares outstanding
Basic		78,838			55,986			73,594			55,368
Diluted		78,838			55,986			73,594			55,368

The accompanying notes are an integral part of these condensed consolidated financial statements.

4 Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2025
(unaudited, in thousands)
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series C				Series C1				Series C2				Series D
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at March 31, 2025		-	$	-		1	$	61		-	$	-		-	$	32
Issuance of common stock for payment of Series F Preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series F-2 Preferred dividends		-		-		-		-		-		-		-		-
Conversion of Preferred Series F-2 to common stock		-		-		-		-		-		-		-		-
Issuance of warrants with debt		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at June 30, 2025		-	$	-		1	$	61		-	$	-		-	$	32

	Preferred Stock				Preferred Stock				Preferred Stock
	Series E				Series F				Series F2
	Shares		Amount		Shares		Amount		Shares		Amount
Balance at March 31, 2025		1	$	834		1	$	817		-	$	452
Issuance of common stock for payment of Series F Preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of Series F-2 Preferred dividends		-		-		-		-		-		-
Conversion of Preferred Series F-2 to common stock		-		-		-		-		-		(14	)
Issuance of warrants with debt		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-
Net loss		-		-		-		-		-		-
Balance at June 30, 2025		1	$	834		1	$	817		-	$	438

					Additional
	Common Stock				Paid-In		Treasury			Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance at March 31, 2025		77,968	$	3,464	$	143,616	$	(132	)	$	(154,172	)	$	(5,028	)
Issuance of common stock for payment of Series F Preferred dividends		624		1		62		-			-			63
Issuance of common stock for payment of Series F-2 Preferred dividends		319		-		31		-			-			31
Conversion of Preferred Series F-2 to common stock		60		-		14		-			-			-
Issuance of warrants with debt		-		-		8		-			-			8
Stock-based compensation		-		-		310		-			-			310
Accrued preferred dividends		-		-		-		-			(45	)		(45	)
Net loss		-		-		-		-			(811	)		(811	)
Balance at June 30, 2025		78,971	$	3,465	$	144,041	$	(132	)	$	(155,028	)	$	(5,472	)

The accompanying notes are an integral part of these condensed consolidated statements.

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Sales - devices and disposables	$	60		$	-		$	177		$	6
Cost of goods sold		25			-			64			2
Gross profit		35			-			113			4

Operating expenses:
Research and development		136			111			342			386
Sales and marketing		22			76			146			218
General and administrative		362			374			1,287			974
Total operating expenses		520			561			1,775			1,578

Loss from operations		(485	)		(561	)		(1,662	)		(1,574	)

Other income (expenses):
Interest expense		(129	)		(108	)		(433	)		(247	)
Interest income		-			-			-			3
Change in fair value of derivative liability		(37	)		(1	)		46			(8	)
Gain from forgiveness of debt		15			16			46			49
Loss from extinguishment of debt		(106	)		-			(138	)		-
Other income		-			-			163			12
Total other income (expense)		(257	)		(93	)		(316	)		(191	)

Loss before income taxes		(742	)		(654	)		(1,978	)		(1,765	)
Provision for income taxes		-			-			-			-

Net loss		(742	)		(654	)		(1,978	)		(1,765	)
Preferred stock dividends		(43	)		(38	)		(126	)		(126	)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(785	)	$	(692	)	$	(2,104	)	$	(1,891	)

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.03	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.03	)

Weighted average shares outstanding
Basic		81,689			57,039			76,353			55,929
Diluted		81,689			57,039			76,353			55,929

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(unaudited, in thousands)
	Preferred Stock					Preferred Stock						Preferred Stock						Preferred Stock
	Series C					Series C1						Series C2						Series D
	Shares		Amount			Shares			Amount			Shares			Amount			Shares			Amount
Balance at December 31, 2024		-	$	105			1		$	170			2		$	439			1		$	159
Issuance of common stock and warrants in private placement offering		-		-			-			-			-			-			-			-
Issuance of common stock for payment of Series D preferred dividends		-		-			-			-			-			-			-			-
Issuance of common stock for payment of Series E preferred dividends		-		-			-			-			-			-			-			-
Issuance of common stock for payment of Series F preferred dividends		-		-			-			-			-			-			-			-
Issuance of common stock for payment of Series F-2 preferred dividends		-		-			-			-			-			-			-			-
Conversion of Preferred Stock Series C to common stock		-		(105	)		-			-			-			-			-			-
Conversion of Preferred Stock Series C1 to common stock		-		-			(1	)		(109	)		-			-			-			-
Conversion of Preferred Stock Series C2 to common stock		-		-			-			-			(2	)		(439	)		-			-
Conversion of Preferred Stock Series D to common stock		-		-			-			-			-			-			(1	)		(127	)
Conversion of Preferred Stock Series F-2 to common stock		-		-			-			-			-			-			-			-
Issuance of warrants with debt		-		-			-			-			-			-			-			-
Conversion of debt to common stock and warrants		-		-			-			-			-			-			-			-
Stock-based compensation		-		-			-			-			-			-			-			-
Accrued preferred dividends		-		-			-			-			-			-			-			-
Net loss		-		-			-			-			-			-			-			-
Balance at June 30, 2025		-	$	-			-		$	61			-		$	-			-		$	32

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

	Preferred Stock				Preferred Stock				Preferred Stock
	Series E				Series F				Series F2
	Shares		Amount		Shares		Amount		Shares		Amount
Balance at December 31, 2024		1	$	834		1	$	817		-	$	475
Issuance of common stock and warrants in private placement offering		-		-		-		-		-		-
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of Series E preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of Series F preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of Series F-2 preferred dividends		-		-		-		-		-		-
Conversion of Preferred Stock Series C to common stock		-		-		-		-		-		-
Conversion of Preferred Stock Series C1 to common stock		-		-		-		-		-		-
Conversion of Preferred Stock Series C2 to common stock		-		-		-		-		-		-
Conversion of Preferred Stock Series D to common stock		-		-		-		-		-		-
Conversion of Preferred Stock Series F-2 to common stock		-		-		-		-		-		(37	)
Issuance of warrants with debt		-		-		-		-		-		-
Conversion of debt to common stock and warrants		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-
Net loss		-		-		-		-		-		-
Balance at June 30, 2025		1	$	834		1	$	817		-	$	438

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

					Additional
	Common Stock				Paid-In		Treasury			Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance at December 31, 2024		65,131	$	3,452	$	142,501	$	(132	)	$	(153,709	)	$	(4,889	)
Issuance of common stock and warrants in private placement offering		2,045		2		203		-			-			205
Issuance of common stock for payment of Series D preferred dividends		52		-		7		-			-			7
Issuance of common stock for payment of Series E preferred dividends		49		-		7		-			-			7
Issuance of common stock for payment of Series F preferred dividends		624		1		62		-			-			63
Issuance of common stock for payment of Series F-2 preferred dividends		326		-		32		-			-			32
Conversion of Preferred Stock Series C to common stock		2,259		2		103		-			-			-
Conversion of Preferred Stock Series C1 to common stock		1,350		1		108		-			-			-
Conversion of Preferred Stock Series C2 to common stock		5,400		5		434		-			-			-
Conversion of Preferred Stock Series D to common stock		1,050		1		126		-			-			-
Conversion of Preferred Stock Series F-2 to common stock		160		-		37		-			-			-
Issuance of warrants with debt		-		-		8		-			-			8
Conversion of debt to common stock and warrants		525		1		84		-			-			85
Stock-based compensation		-		-		329		-			-			329
Accrued preferred dividends				-		-		-			(83	)		(83	)
Net loss		-		-		-		-			(1,236	)		(1,236	)
Balance at June 30, 2025		78,971	$	3,465	$	144,041	$	(132	)	$	(155,028	)	$	(5,472	)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025

~~The~~(unaudited, ~~accompanying~~in ~~notes are an integral part of these condensed consolidated statements.~~thousands)

	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series C				Series C1				Series C2				Series D
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at June 30, 2025		-	$	-		-	$	61		-	$	-		-	$	32
Issuance of common stock and warrants in private placement offering		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series E preferred dividends		-		-		-		-		-		-		-		-
Conversion of Preferred Stock Series D to common stock		-		-		-		-		-		-		-		(14	)
Conversion of Preferred Stock Series E to common stock		-		-		-		-		-		-		-		-
Conversion of debt and accrued interest to common stock and warrants		-		-		-		-		-		-		-		-
Issuance of common stock for payment of interest		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at September 30, 2025		-	$	-		-	$	61		-	$	-		-	$	18

	Preferred Stock						Preferred Stock				Preferred Stock
	Series E						Series F				Series F2
	Shares			Amount			Shares		Amount		Shares		Amount
Balance at June 30, 2025		1		$	834			1	$	817		-	$	438
Issuance of common stock and warrants in private placement offering		-			-			-		-		-		-
Issuance of common stock for payment of Series E preferred dividends		-			-			-		-		-		-
Conversion of Preferred Stock Series D to common stock		-			-			-		-		-		-
Conversion of Preferred Stock Series E to common stock		(1	)		(550	)		-		-		-		-
Conversion of debt and accrued interest to common stock and warrants		-			-			-		-		-		-
Issuance of common stock for payment of interest		-			-			-		-		-		-
Stock-based compensation		-			-			-		-		-		-
Accrued preferred dividends		-			-			-		-		-		-
Net loss		-			-			-		-		-		-
Balance at September 30, 2025		-		$	284			1	$	817		-	$	438

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
					Additional
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
	Common Stock				Paid-In		Treasury			Accumulated
FOR THE THREE MONTHS ENDED JUNE 30, 2024
	Shares		Amount		Capital		Stock			Deficit			Total
(unaudited, in thousands)
Balance at June 30, 2025		78,971	$	3,465	$	144,041	$	(132	)	$	(155,028	)	$	(5,472	)
	Preferred Stock				Preferred Stock					Preferred Stock						Preferred Stock
Issuance of common stock and warrants in private placement offering		305		-		55		-			-			55
	Series C				Series C1					Series C2						Series D
Issuance of common stock for payment of Series E preferred dividends		273		-		72		-			-			72
	Shares		Amount		Shares		Amount			Shares			Amount			Shares		Amount
Conversion of Preferred Stock Series D to common stock		114		-		14		-			-			-
Balance at March 31, 2024		-	$	105		1	$	170			2		$	439			1	$	159
Conversion of Preferred Stock Series E to common stock		2,332		2		548		-			-			-
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-			-			-			-		-
Conversion of debt and accrued interest to common stock and warrants		790		1		272		-			-			273
Issuance of common stock for payment of Series F-2 preferred dividends		-		-		-		-			-			-			-		-
Issuance of common stock for payment of interest		814		1		186		-			-			187
Issuance of common stock for payment of interest		-		-		-		-			-			-			-		-
Stock-based compensation		-		-		24		-			-			24
Issuance of warrants with debt		-		-		-		-			-			-			-		-
Accrued preferred dividends		-		-		-		-			(43	)		(43	)
Stock-based compensation		-		-		-		-			-			-			-		-
Net loss		-		-		-		-			(742	)		(742	)
Accrued preferred dividends		-		-		-		-			-			-			-		-
Balance at September 30, 2025		83,599	$	3,469	$	145,212	$	(132	)	$	(155,813	)	$	(5,646	)
Net loss		-		-		-		-			-			-			-		-
Balance at June 30, 2024		-	$	105		1	$	170			2		$	439			1	$	159

	Preferred Stock				Preferred Stock				Preferred Stock
	Series E				Series F				Series F2
	Shares		Amount		Shares		Amount		Shares		Amount
Balance at March 31, 2024		1	$	834		1	$	838		-	$	475
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of Series F-2 preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of interest		-		-		-		-		-		-
Issuance of warrants with debt		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-
Net loss		-		-		-		-		-		-
Balance at June 30, 2024		1	$	834		1	$	838		-	$	475

					Additional
	Common Stock				Paid-In					Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance at March 31, 2024		55,614	$	3,441	$	141,218	$	(132	)	$	(151,559	)	$	(4,012	)
Issuance of common stock for payment of Series D preferred dividends		71		-		6		-			-			6
Issuance of common stock for payment of Series F-2 preferred dividends		72		-		7		-			-			7
Issuance of common stock for payment of interest		510		1		47		-			-			48
Issuance of warrants with debt		-		-		12		-			-			12
Stock-based compensation		-		-		30		-			-			30
Accrued preferred dividends		-		-		-		-			(49	)		(49	)
Net loss		-		-		-		-			(709	)		(709	)
Balance at June 30, 2024		56,267	$	3,442	$	141,320	$	(132	)	$	(152,317	)	$	(4,667	)

The accompanying notes are an integral part of these condensed consolidated statements.

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(unaudited, in thousands)
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series C				Series C1				Series C2				Series D
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at December 31, 2023		-	$	105		1	$	170		2	$	439		1	$	159
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series E preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series F preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series F-2 preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of interest		-		-		-		-		-		-		-		-
Settlement of previously accrued professional fees through common stock issuance		-		-		-		-		-		-		-		-
Issuance of warrants with debt		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at June 30, 2024		-	$	105		1	$	170		2	$	439		1	$	159

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

	Preferred Stock				Preferred Stock				Preferred Stock
	Series E				Series F				Series F2
	Shares		Amount		Shares		Amount		Shares		Amount
Balance at December 31, 2023		1	$	834		1	$	838		-	$	475
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of Series E preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of Series F preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of Series F-2 preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of interest		-		-		-		-		-		-
Settlement of previously accrued professional fees through common stock issuance		-		-		-		-		-		-
Issuance of warrants with debt		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-
Net loss		-		-		-		-		-		-
Balance at June 30, 2024		1	$	834		1	$	838		-	$	475

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

					Additional
	Common Stock				Paid-In					Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance at December 31, 2023		54,105	$	3,441	$	140,983	$	(132	)	$	(151,118	)	$	(3,806	)
Issuance of common stock for payment of Series D preferred dividends		125		-		15		-			-			15
Issuance of common stock for payment of Series E preferred dividends		52		-		8		-			-			8
Issuance of common stock for payment of Series F preferred dividends		445		-		54		-			-			54
Issuance of common stock for payment of Series F-2 preferred dividends		236		-		27		-			-			27
Issuance of common stock for payment of interest		904		1		104		-			-			105
Settlement of previously accrued professional fees through common stock issuance		400		-		57		-			-			57
Issuance of warrants with debt		-		-		12		-			-			12
Stock-based compensation		-		-		60		-			-			60
Accrued preferred dividends		-		-		-		-			(88	)		(88	)
Net loss		-		-		-		-			(1,111	)		(1,111	)
Balance at June 30, 2024		56,267	$	3,442	$	141,320	$	(132	)	$	(152,317	)	$	(4,667	)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

~~The~~(unaudited, ~~accompanying~~in ~~notes are an integral part of these condensed consolidated statements.~~thousands)

	Preferred Stock					Preferred Stock						Preferred Stock						Preferred Stock
	Series C					Series C1						Series C2						Series D
	Shares		Amount			Shares			Amount			Shares			Amount			Shares			Amount
Balance at December 31, 2024		-	$	105			1		$	170			2		$	439			1		$	159
Issuance of common stock and warrants in private placement offering		-		-			-			-			-			-			-			-
Issuance of common stock for payment of Series D preferred dividends		-		-			-			-			-			-			-			-
Issuance of common stock for payment of Series E preferred dividends		-		-			-			-			-			-			-			-
Issuance of common stock for payment of Series F preferred dividends		-		-			-			-			-			-			-			-
Issuance of common stock for payment of Series F-2 preferred dividends		-		-			-			-			-			-			-			-
Conversion of Preferred Stock Series C to common stock		-	(105		)		-			-			-			-			-			-
Conversion of Preferred Stock Series C1 to common stock		-		-			(1	)	(109		)		-			-			-			-
Conversion of Preferred Stock Series C2 to common stock		-		-			-			-			(2	)	(439		)		-			-
Conversion of Preferred Stock Series D to common stock		-		-			-			-			-			-			(1	)		(141	)
Conversion of Preferred Stock Series E to common stock		-		-			-			-			-			-			-			-
Conversion of Preferred Stock Series F-2 to common stock		-		-			-			-			-			-			-			-
Conversion of debt and accrued interest to common stock and warrants		-		-			-			-			-			-			-			-
Issuance of common stock for payment of interest		-		-			-			-			-			-			-			-
Issuance of warrants with debt		-		-			-			-			-			-			-			-
Stock-based compensation		-		-			-			-			-			-			-			-
Accrued preferred dividends		-		-			-			-			-			-			-			-
Net loss		-		-			-			-			-			-			-			-
Balance at September 30, 2025		-	$	-			-		$	61			-		$	-			-		$	18

	Preferred Stock						Preferred Stock				Preferred Stock
	Series E						Series F				Series F2
	Shares			Amount			Shares		Amount		Shares		Amount
Balance at December 31, 2024		1		$	834			1	$	817		-	$	475
Issuance of common stock and warrants in private placement offering		-			-			-		-		-		-
Issuance of common stock for payment of Series D preferred dividends		-			-			-		-		-		-
Issuance of common stock for payment of Series E preferred dividends		-			-			-		-		-		-
Issuance of common stock for payment of Series F preferred dividends		-			-			-		-		-		-
Issuance of common stock for payment of Series F-2 preferred dividends		-			-			-		-		-		-
Conversion of Preferred Stock Series C to common stock		-			-			-		-		-		-
Conversion of Preferred Stock Series C1 to common stock		-			-			-		-		-		-
Conversion of Preferred Stock Series C2 to common stock		-			-			-		-		-		-
Conversion of Preferred Stock Series D to common stock		-			-			-		-		-		-
Conversion of Preferred Stock Series E to common stock		(1	)		(550	)		-		-		-		-
Conversion of Preferred Stock Series F-2 to common stock		-			-			-		-		-		(37	)
Conversion of debt and accrued interest to common stock and warrants		-			-			-		-		-		-
Issuance of common stock for payment of interest		-			-			-		-		-		-
Issuance of warrants with debt		-			-			-		-		-		-
Stock-based compensation		-			-			-		-		-		-
Accrued preferred dividends		-			-			-		-		-		-
Net loss		-			-			-		-		-		-
Balance at September 30, 2025		-		$	284			1	$	817		-	$	438

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
							Additional
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	Common Stock						Paid-In		Treasury			Accumulated
(unaudited, in thousands)
	Shares			Amount			Capital		Stock			Deficit			Total
	Six Months Ended
Balance at December 31, 2024		65,131		$	3,452		$	142,501	$	(132	)	$	(153,709	)	$	(4,889	)
	June 30,
Issuance of common stock and warrants in private placement offering		2,350			2			258		-			-			260
	2025			2024
Issuance of common stock for payment of Series D preferred dividends		52			-			7		-			-			7
CASH FLOWS FROM OPERATING ACTIVITIES:
Issuance of common stock for payment of Series E preferred dividends		321			-			79		-			-			79
Net loss	$	(1,236	)	$	(1,111	)
Issuance of common stock for payment of Series F preferred dividends		624			1			62		-			-			63
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of common stock for payment of Series F-2 preferred dividends		326			-			32		-			-			32
Bad debt expense		1			1
Conversion of Preferred Stock Series C to common stock		2,259			2			103		-			-			-
Depreciation		5			5
Conversion of Preferred Stock Series C1 to common stock		1,350			1			108		-			-			-
Amortization of debt issuance costs and discounts		135			50
Conversion of Preferred Stock Series C2 to common stock		5,400			6			434		-			-			1
Stock-based compensation		330			60
Conversion of Preferred Stock Series D to common stock		1,164			1			140		-			-			-
Change in fair value of derivative liability		(83	)		7
Conversion of Preferred Stock Series E to common stock		2,332			2			548		-			-			-
Amortization of lease right-of-use-asset		47			42
Conversion of Preferred Stock Series F-2 to common stock		160			-			37		-			-			-
Loss on extinguishment of debt		32			-
Conversion of debt and accrued interest to common stock and warrants		1,316			1			356		-			-			357
Gain from forgiveness of debt		(31	)		(33	)
Issuance of common stock for payment of interest		814			1			186		-			-			187
Other non-cash expenses		13			6
Issuance of warrants with debt		-			-			8		-			-			8
Change in operating assets and liabilities:
Stock-based compensation		-			-			353		-			-			353
Accounts receivable		(7	)		4
Accrued preferred dividends					-			-		-			(126	)		(126	)
Inventory		38			-
Net loss		-			-			-		-			(1,978	)		(1,978	)
Other current assets		150			52
Balance at September 30, 2025		83,599		$	3,469		$	145,212	$	(132	)	$	(155,813	)	$	(5,646	)
Accounts payable and accrued liabilities		327			323
Lease liabilities		(51	)		(44	)
Deferred revenue		(170	)		324
NET CASH USED IN OPERATING ACTIVITIES		(500	)		(314	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from private placement offering		205			-
Proceeds from notes payable		355			200
Payments of debt issuance costs		(45	)		(17	)
Payments made on notes payable		(218	)		(185	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		297			(2	)
NET CHANGE IN CASH		(203	)		(316	)
Cash at beginning of period		388			591
CASH AT END OF PERIOD	$	185		$	275
SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:
Cash paid for interest	$	25		$	21

SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:
Dividends on preferred stock	$	83	$	88
Warrants issued with debt	$	8	$	12
Inception of derivative liability	$	25	$	6
Common stock issued for payment of interest	$	-	$	105
Common stock issued for payment of accrued dividends	$	108	$	104
Settlement of previously accrued professional fees through common stock issuance	$	-	$	57
Accrued payroll liability exchanged for promissory note	$	-	$	87
Conversion of Preferred Stock Series C to common stock	$	103	$	-
Conversion of Preferred Stock Series C1 to common stock	$	109	$	-
Conversion of Preferred Stock Series C2 to common stock	$	439	$	-
Conversion of Preferred Stock Series D to common stock	$	127	$	-
Conversion of Preferred Stock Series F-2 to common stock	$	37	$	-

The accompanying notes are an integral part of these condensed consolidated statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

(unaudited, in thousands)

	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series C				Series C1				Series C2				Series D
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at June 30, 2024		-	$	105		1	$	170		2	$	439		1	$	159
Issuance of common stock and warrants in private placement offering, net of expenses		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series E preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of interest		-		-		-		-		-		-		-		-
Issuance of warrants with debt		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at September 30, 2024		-	$	105		1	$	170		2	$	439		1	$	159

	Preferred Stock				Preferred Stock				Preferred Stock
	Series E				Series F				Series F2
	Shares		Amount		Shares		Amount		Shares		Amount
Balance at June 30, 2024		1	$	834		1	$	838		-	$	475
Issuance of common stock and warrants in private placement offering, net of expenses		-		-		-		-		-		-
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of Series E preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of interest		-		-		-		-		-		-
Issuance of warrants with debt		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-
Net loss		-		-		-		-		-		-
Balance at September 30, 2024		1	$	834		1	$	838		-	$	475

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					Additional
	Common Stock				Paid-In		Treasury			Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance at June 30, 2024		56,267	$	3,442	$	141,320	$	(132	)	$	(152,317	)	$	(4,667	)
Issuance of common stock and warrants in private placement offering, net of expenses		3,333		3		297		-			-			300
Issuance of common stock for payment of Series D preferred dividends		71		-		9		-			-			9
Issuance of common stock for payment of Series E preferred dividends		573		1		54		-			-			55
Issuance of common stock for payment of interest		213		-		21		-			-			21
Issuance of warrants with debt		-		-		15		-			-			15
Stock-based compensation		-		-		41		-			-			41
Accrued preferred dividends		-		-		-		-			(38	)		(38	)
Net loss		-		-		-		-			(654	)		(654	)
Balance at September 30, 2024		60,457	$	3,446	$	141,757	$	(132	)	$	(153,009	)	$	(4,918	)

The accompanying notes are an integral part of these condensed consolidated statements.

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GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

(unaudited, in thousands)

	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series C				Series C1				Series C2				Series D
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at December 31, 2023		-	$	105		1	$	170		2	$	439		1	$	159
Issuance of common stock and warrants in private placement offering, net of expenses		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series E preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series F preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series F-2 preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of interest		-		-		-		-		-		-		-		-
Settlement of previously accrued professional fees through common stock issuance		-		-		-		-		-		-		-		-
Issuance of warrants with debt		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at September 30, 2024		-	$	105		1	$	170		2	$	439		1	$	159

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	Preferred Stock				Preferred Stock				Preferred Stock
	Series E				Series F				Series F2
	Shares		Amount		Shares		Amount		Shares		Amount
Balance at December 31, 2023		1	$	834		1	$	838		-	$	475
Issuance of common stock and warrants in private placement offering, net of expenses		-		-		-		-		-		-
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of Series E preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of Series F preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of Series F-2 preferred dividends		-		-		-		-		-		-
Issuance of common stock for payment of interest		-		-		-		-		-		-
Settlement of previously accrued professional fees through common stock issuance		-		-		-		-		-		-
Issuance of warrants with debt		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-
Net loss		-		-		-		-		-		-
Balance at September 30, 2024		1	$	834		1	$	838		-	$	475

					Additional
	Common Stock				Paid-In		Treasury			Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance at December 31, 2023		54,105	$	3,441	$	140,983	$	(132	)	$	(151,118	)	$	(3,806	)
Issuance of common stock and warrants in private placement offering, net of expenses		3,333		3		297		-			-			300
Issuance of common stock for payment of Series D preferred dividends		196		-		24		-			-			24
Issuance of common stock for payment of Series E preferred dividends		625		1		62		-			-			63
Issuance of common stock for payment of Series F preferred dividends		445		-		54		-			-			54
Issuance of common stock for payment of Series F-2 preferred dividends		236		-		27		-			-			27
Issuance of common stock for payment of interest		1,117		1		125		-			-			126
Settlement of previously accrued professional fees through common stock issuance		400		-		57		-			-			57
Issuance of warrants with debt		-		-		27		-			-			27
Stock-based compensation		-		-		101		-			-			101
Accrued preferred dividends		-		-		-		-			(126	)		(126	)
Net loss		-		-		-		-			(1,765	)		(1,765	)
Balance at September 30, 2024		60,457	$	3,446	$	141,757	$	(132	)	$	(153,009	)	$	(4,918	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Nine Months Ended
	September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,978	)	$	(1,765	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		3			1
Depreciation		7			7
Amortization of debt issuance costs and discounts		189			72
Stock-based compensation		352			133
Change in fair value of derivative liability		(46	)		8
Amortization of lease right-of-use-asset		72			64
Loss on extinguishment of debt		138			-
Gain from forgiveness of debt		(46	)		(49	)
Other non-cash expenses		21			14
Change in operating assets and liabilities:
Accounts receivable		(7	)		4
Inventory		50			(4	)
Other current assets		175			82
Accounts payable and accrued liabilities		531			389
Lease liabilities		(78	)		(67	)
Deferred revenue		(160	)		324
NET CASH USED IN OPERATING ACTIVITIES		(777	)		(787	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(2	)		-
NET CASH USED FOR INVESTING ACTIVITIES		(2	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from private placement offerings		260			300
Proceeds from the issuance of notes payable		463			312
Proceeds from the issuance of notes payable issued to related parties		160			75
Payments made on notes payable		(312	)		(239	)
Payments made on notes payable issued to related parties		(31	)		(29	)
Payments of debt issuance costs		(62	)		(29	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		478			390

NET CHANGE IN CASH		(301	)		(397	)

Cash at beginning of period		388			591

CASH AT END OF PERIOD	$	87		$	194

SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:
Cash paid for interest	$	40		$	25

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SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:

Dividends on preferred stock	$	126	$	126
Common stock issued for payment of interest	$	187	$	126
Common stock issued for payment of accrued dividends	$	181	$	168
Conversion of Preferred Stock Series C to common stock	$	105	$	-
Conversion of Preferred Stock Series C1 to common stock	$	109	$	-
Conversion of Preferred Stock Series C2 to common stock	$	439	$	-
Conversion of Preferred Stock Series D to common stock	$	141	$	-
Conversion of Preferred Stock Series E to common stock	$	550	$	-
Conversion of Preferred Stock Series F-2 to common stock	$	37	$	-
Conversion of debt and accrued interest into common stock	$	89	$	-
Directors and Officers insurance obtained with financing	$	125	$	130
Warrants issued with debt	$	8	$	27
Inception of derivative liability	$	33	$	12
Settlement of previously accrued professional fees through common stock issuance	$	-	$	57
Accrued payroll liability exchanged for promissory note	$	-	$	87

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION

Guided Therapeutics, Inc. (formerly SpectRx, Inc.), together with its wholly owned subsidiary, InterScan, Inc. (formerly Guided Therapeutics, Inc.), collectively referred to herein as the “Company”, is a medical technology company focused on developing innovative medical devices that have the potential to improve healthcare. The Company’s primary focus is the continued commercialization of its LuViva non-invasive cervical cancer detection device and extension of its cancer detection technology into other cancers, including esophageal. The Company’s technology, including products in research and development, primarily relates to biophotonics technology for the non-invasive detection of cancers.

Basis of Presentation

The accompanying unaudited ~~condensed~~ consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) under the Securities Exchange Act of 1934. The December 31, 2024 balances reported herein are derived from the audited consolidated financial statements for the year ended December 31, 2024. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company as of ~~June~~September 30, 2025 and December 31, 2024, and the consolidated results of operations and cash flows for the three and ~~six~~nine-month ~~months~~periods ended ~~June~~September 30, 2025 and 2024 have been included.

The Company’s prospects must be considered in light of the substantial risks, expenses and difficulties encountered by entrants into the medical device industry. This industry is characterized by an increasing number of participants, intense competition and a high failure rate. The Company has experienced net losses since its inception and, as of ~~June~~September 30, 2025, it had an accumulated deficit of approximately $155.0 8 million. To date, the Company has engaged primarily in research and development efforts and the early stages of marketing its products. The Company may not be successful in growing sales for its products. Moreover, required regulatory clearances or approvals may not be obtained in a timely manner, or at all. The Company’s products may not ever gain market acceptance and the Company may not ever generate significant revenues or achieve profitability. The development and commercialization of the Company’s products requires substantial development, regulatory, sales and marketing, manufacturing and other expenditures. The Company expects operating losses to continue for the foreseeable future as it continues to expend substantial resources to complete ~~the~~ development of its products, obtain regulatory clearances or approvals, build its marketing, sales, manufacturing and finance capabilities, and conduct further research and development.

Going Concern

The Company’s consolidated financial statements have been prepared and presented on a basis assuming it will continue as a going concern. The factors below raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

At ~~June~~September 30, 2025, the Company had a negative working capital of approximately $5.67 million, accumulated deficit of $155.08 million, and incurred a net loss including preferred dividends of $12.31 million for the ~~six~~nine months then ended. Stockholders’ deficit totaled approximately $5.57 million at ~~June~~September 30, 2025, primarily due to recurring net losses from operations.

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During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company received $0.23 million of proceeds from a private placement ~~offering~~offerings and $0.46 million of proceeds from issuances of notes payable. The Company will need to continue to raise capital in order to provide funding for its operations and to support the U.S. Food and Drug Administration (“FDA/”) and China National Medical Products Administration (“NMPA”) approval process. If sufficient capital cannot be raised, the Company will continue its plans of curtailing operations by reducing discretionary spending and staffing levels and attempting to operate by only pursuing activities for which it has external financial support. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In such a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable, liquidate and/or file for bankruptcy protection.

2. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant areas where estimates are used include the inventory valuation, valuation of share-based compensation and the valuation of the convertible note payable derivative liability. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s financial statements.

Recently Issued Accounting Standard Updates (“ASUs”) Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. This ASU will result in the required additional disclosures being included in the Company’s consolidated financial statements once adopted.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to disclose, for interim and annual reporting periods, additional information about certain income statement expense categories. All public business entities, including those with non-calendar year ends, are required to adopt the new disclosure requirements in their first annual reporting period beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that adoption of ASU 2025-01 will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). ASU 2024-04 clarifies the accounting guidance for determining whether a settlement of a convertible debt instrument should be accounted for as an induced conversion or as a debt extinguishment. Specifically, the amendments require that an inducement offer include, at a minimum, the form and amount of consideration that would have been issuable under the original conversion privileges and provide additional guidance for instruments with cash conversion features and volume-weighted average price (VWAP) formulas. The amendments also clarify that the induced conversion guidance can apply to convertible debt instruments that are not currently convertible, provided they contain a substantive conversion feature at issuance and at the date of the inducement offer.

ASU 2024-04 is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted for entities that have adopted ASU 2020-06. The amendments may be applied either prospectively to settlements occurring after the effective date or retrospectively to the beginning of the earliest period presented, provided such settlements occurred after the adoption of ASU 2020-06.

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The Company is currently evaluating the impact that the adoption of ASU 2024-04 will have on its consolidated financial statements.

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A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, that the implementation of such proposed standards would have on the Company’s consolidated financial statements.

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent.

Concentrations of Credit Risk

The Company maintains a cash balance in a financial institution that is insured by the Federal Deposit Insurance Corporation up to certain federal limitations. At times, the Company’s cash balance exceeds these federal limitations. The amount in excess of insured limitations was nil and $137,770 as of ~~June~~September 30, 2025 and December 31, 2024, respectively.

Inventory Valuation

All inventories are stated at the lower of cost or net realizable value, with cost determined substantially on a “first-in, first-out” basis. Selling, general, and administrative expenses are not inventoried, but are charged to expense when incurred. Inventories consisted of the following as of ~~June~~September 30, 2025 and December 31, 2024:

	(in thousands)
	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Raw materials	$	1,~~333~~332		$	1,362
Work-in-progress		4854			46
Finished goods		3215			43
Inventory reserve		(818	)		(818	)
Total inventory	$	~~595~~583		$	633

The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold.

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Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of three to seven years. Depreciation and amortization expense are included in general and administrative expense on the statements of operations. Expenditures for repairs and maintenance are expensed as incurred. Property and equipment consisted of the following as of ~~June~~September 30, 2025 and December 31, 2024:

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	(in thousands)
	September 30,			December 31,
	2025			2024

Equipment	$	953		$	951
Software		634			634
Furniture and fixtures		17			17
Leasehold improvements		12			12

Subtotal		1,616			1,614
Less accumulated depreciation		(1,598	)		(1,591	)
Property, equipment and leasehold improvements, net	$	18		$	23

	(in thousands)
	June 30,			December 31,
	2025			2024
Equipment	$	951		$	951
Software		634			634
Furniture and fixtures		17			17
Leasehold improvements		12			12
Subtotal		1,614			1,614
Less accumulated depreciation		(1,596	)		(1,591	)
Property, equipment and leasehold improvements, net	$	18		$	23

Depreciation expense related to property and equipment for the three and nine months ended September 30, 2025 and 2024 was not material.

Depreciation expense related to property and equipment for the six months ended June 30, 2025 and 2024 was not material.

Debt Issuance Costs

Debt issuance costs are capitalized and amortized over the term of the associated debt. Debt issuance costs are presented in the balance sheet as a direct deduction from the carrying amount of the debt liability consistent with the debt discount.

Patent Costs (Principally Legal Fees)

Costs incurred in filing, prosecuting, and maintaining patents are recurring, and expensed as incurred. ~~Maintaining~~Costs for maintaining patents are expensed as incurred as the Company has not yet received U.S. FDA approval and recovery of these costs is uncertain. Such costs were not material for the ~~six~~three and nine months ended ~~June~~September 30, 2025 and 2024.

Leases

A lease provides the lessee ~~with~~ the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

Where an operating lease contains extension options that the Company is reasonably certain to exercise, the extension period is included in the calculation of the right-of-use assets and lease liabilities.

The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes its secured borrowing rate. Right-of-use assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both right-of-use assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions or covenants. See Note 6 – “Commitments and Contingencies.”

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Accrued Liabilities

Accrued liabilities as of ~~June~~September 30, 2025 and December 31, 2024 are summarized as follows:

	(in thousands)
	June 30,2025		December 31,2024
	September 30, 2025		December 31, 2024
Compensation	$	~~471~~488	$	424
Professional fees		45		81
Interest		~~363~~209		243
Vacation		2931		26
Preferred dividends		~~201~~171		227
Other accrued expenses		8		10
Total	$	~~1,117~~952	$	1,011

Revenue Recognition

ASC 606, Revenue from Contracts with Customers, establishes a single and comprehensive framework which sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. The application of the core principle in ASC 606 is carried out in five steps:

	·	Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled.

	·	Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract.

	·	Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties.

	·	Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted.

	·	Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date.

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The Company’s revenues do not require significant estimates or judgments and are recognized when control of the promised goods or services is transferred to the Company’s customers, which occurs at a point in time, most frequently upon shipment of the product or receipt of the product, depending on shipment terms. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company does not offer returns, discounts, loyalty programs or other sales incentive programs that are material to revenue recognition. The Company is not party to contracts that include multiple performance obligations or material variable consideration.

Contract Balances

The Company ~~records~~defers ~~deferred revenue when cash~~ payments ~~are~~ received oras ~~due~~revenue inuntil ~~advance~~earned ofbased ~~performance,~~on ~~including amounts billed or collected for which~~ the related ~~performance~~contracts ~~obligations~~and ~~have~~applying ~~not~~ASC ~~been~~606 ~~satisfied~~as required. Deferred revenue totaled $~~679~~689,318, $848,917, and $424,225 as of ~~June~~September 30, 2025, December 31, 2024 and December 31, 2023, respectively.

Trade receivables are recorded net of allowances for chargebacks, cash discounts for prompt payment and credit losses. The Company estimates an allowance for expected credit losses by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. The corresponding expense for the credit loss allowance is reflected in selling, general and administrative expenses. The credit loss allowance was immaterial as of ~~June~~September 30, 2025 and December 31, 2024.

Research and Development

Research and development expenses consist of expenditures for research conducted by the Company and payments made under contracts with consultants or other outside parties and costs associated with internal and contracted clinical trials. All research and development costs are expensed as incurred.

Income Taxes

The provision for income taxes is determined in accordance with ASC 740, “Income Taxes”. The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expense are expected to be settled in our income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company has filed its 2024 federal and state corporate tax returns. Although the Company has been experiencing recurring losses, it is obligated to file tax returns for compliance with IRS regulations and that of applicable state jurisdictions. At ~~June~~September 30, 2025, the Company had approximately $62.8 million of net operating losses carryforward available, $2.9 million of which will expire on December 31, 2026. The remaining net operating loss will be eligible to be carried forward for tax purposes at federal and applicable ~~state’s~~states level. A full valuation allowance has been recorded related the deferred tax assets generated from the net operating losses.

The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations.

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Warrants

The Company has issued warrants, which allow the warrant holder to purchase one share of stock at a specified price for a specified period of time. ~~Warrants~~The ~~are~~Company ~~evaluated~~records ~~under~~equity ~~the~~instruments ~~guidance~~including inwarrants ~~ASC~~based ~~815-40,~~on ~~Derivatives~~the ~~and~~fair ~~Hedging~~value —at ~~Contracts~~the indate ~~Entity’s~~of ~~Own~~issue. ~~Equity,~~The tofair ~~determine~~value ~~whether~~of ~~they~~warrants ~~should be~~ classified as equity orinstruments ~~as liabilities. The Company records equity-classified warrants~~ at ~~their fair value on~~ the date of issuance, ~~with~~is ~~the fair value~~ estimated using the Black-Scholes or binomial option pricing models. Warrants classified as liabilities are recorded at fair value on the date of issuance and remeasured to fair value at each reporting date until the warrants are exercised, expire, or are otherwise settled, with changes in fair value recognized in the statements of operations.

The Company evaluates all warrants to determine whether they should be classified as equity or liabilities in accordance with ASC 815-40. Warrants that are not indexed to the Company's own stock or that require net cash settlement are classified as liabilities and remeasured at fair value each reporting period. As of the periods presented, the Company had no liability-classified warrants outstanding.

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Stock Based Compensation

The Company accounts for its stock-based awards in accordance with ASC Subtopic 718, “Compensation – Stock Compensation”, which requires fair value measurement on the grant date and recognition of compensation expense for all stock-based payment awards made to employees and directors. The Company determines the fair value of stock options using the Black-Scholes model. The fair value of restricted stock awards is based upon the quoted market price of the shares of common stock on the date of grant. The fair value of stock-based awards is expensed over the requisite service periods of the awards. The Company accounts for forfeitures of stock-based awards as they occur.

The Black-Scholes option pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company recognized $5982,~~163~~ 869 of expense for stock options and expense of $270,389 related to warrants pursuant to an agreement approved by the Board of Directors on June 3, 2025 (see Note 6, “Commitments and Contingencies”, for details). During the nine months ended September 30, 2024, the Company recognized $60,860 of expense for stock options and $41,242 of expense for warrants issued to a director. Additionally, during the nine months ended September 30, 2024, the Company accrued $30,889 of expense for common stock owed to a director, pursuant to his consulting agreement.

During the six months ended June 30, 2024, the Company recognized $29,673 of expense related to stock options and $30,932 of expense for warrants issued to a director.

Derivatives

The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.

Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures,” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

16· ~~Table~~Level of1: ~~Contents~~Quoted prices for identical assets or liabilities in active markets that the Company can access at the measurement date.

·22 ~~Level~~Table 1:of Quoted prices for identical assets or liabilities in active markets that the Company can access at the measurement date. · Level 2: Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data. · Level 3: Significant unobservable inputs that reflect the Company’s judgment about the assumptions that market participants would use in pricing an asset or liability.Contents

	·	Level 2: Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

	·	Level 3: Significant unobservable inputs that reflect the Company’s judgment about the assumptions that market participants would use in pricing an asset or liability.

An asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC 820:

	·	Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

	·	Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).

	·	Income approach: Techniques to convert future amounts to a single present value amount

The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

3. STOCKHOLDERS’ DEFICIT

August 2025 Private Placement Offering

On ~~March~~August 1829, 2025, the Company entered into a Securities Purchase Agreement (the “~~March~~August Purchase Agreement”) with certain institutional investors, including Dr. John Imhoff and Michael James, members of the Company’s ~~Board~~board of ~~Directors~~directors, for the purpose of raising $~~204~~55,~~501~~000 in gross proceeds for the Company. Pursuant to the terms of the ~~March~~August Purchase Agreement, the Company agreed to sell, in a private placement offering, an aggregate of 2305,~~045,009~~557 units, each unit consisting of one share of common stock and one warrant to purchase up to 2305,~~045,009~~557 shares of common stock (the “~~March~~August Warrants”). The purchase price per unit was $0.1018. The ~~March~~August Warrants were immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.1325 per share.

In connection with the ~~March~~August Purchase Agreement, the Company entered into an exchange agreement with ~~Dr.~~Alan ~~Imhoff~~Grujic, a member of the Company’s board of directors, whereby DrMr. ~~Imhoff~~Grujic agreed to exchange a $25,000 note payable and accrued interest of $12,~~307~~379 for ~~263~~152,~~069~~108 units as described above. Additionally, the Company entered into an exchange agreement with MrDr. ~~James~~Mark Faupel, the Company’s President and Chief Executive Officer, whereby MrDr. ~~James~~Faupel agreed to exchange a $25,000 note payable ~~and accrued interest of $1,295~~ for ~~262~~138,~~945~~889 units as described above. During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company recorded a loss on extinguishment of debt of $31106,~~928~~ 220 for the exchange agreements.

March 2025 Private Placement Offering

On March 18, 2025, the Company entered into a Securities Purchase Agreement (the “March Purchase Agreement”) with certain institutional investors, including Dr. Imhoff and Mr. James, for the purpose of raising $204,501 in gross proceeds for the Company. Pursuant to the terms of the March Purchase Agreement, the Company agreed to sell, in a private placement offering, an aggregate of 2,045,009 units, each unit consisting of one share of common stock and one warrant to purchase up to 2,045,009 shares of common stock (the “March Warrants”). The purchase price per unit was $0.10. The March Warrants were immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.13 per share.

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In connection with the March Purchase Agreement, the Company entered into an exchange agreement with Dr. Imhoff, whereby Dr. Imhoff agreed to exchange a $25,000 note payable and accrued interest of $1,307 for 263,069 units as described above. Additionally, the Company entered into an exchange agreement with Mr. James, whereby Mr. James agreed to exchange a $25,000 note payable and accrued interest of $1,295 for 262,945 units as described above. During the nine months ended September 30, 2025, the Company recorded a loss on extinguishment of debt of $31,928 for the exchange agreements.

C-1 and C-2 Preferred Stock Exchanges

On March 3, 2025, the Company entered into exchange agreements with certain accredited investors, including Mark Faupel and John Imhoff, members of the Company’s board of directors, to exchange 675 shares of Series C-1 Preferred Stock and 2,700 shares of Series C-2 Preferred stock into 6,750,000 shares of common stock.

Common Stock

The Company has authorized 500,000,000 shares of common stock with $0.001 par value. As of ~~June~~September 30, 2025 and December 31, 2024, 7883,~~971~~599,~~323~~156 and 65,130,623 shares of common stock were issued and outstanding, respectively.

17During ~~Table~~the nine months ended September 30, 2025, the Company issued 18,468,533 shares of ~~Contents~~common stock, as summarized below:

During the six months ended June 30, 2025, the Company issued 13,840,700 shares of common stock, as summarized below:

	Number of Shares

Issuance of common stock in private placement offering		2,350,566
Issuance of common stock for payment of Preferred Series D dividends		51,555
Issuance of common stock for payment of Preferred Series E dividends		321,279
Issuance of common stock for payment of Preferred Series F dividends		624,373
Issuance of common stock for payment of Preferred Series F-2 dividends		326,391
Conversion of Preferred Series C stock to common stock		2,258,690
Conversion of Preferred Series C-1 stock to common stock		1,350,000
Conversion of Preferred Series C-2 stock to common stock		5,400,000
Conversion of Preferred Series D stock to common stock		1,164,000
Conversion of Preferred Series E stock to common stock		2,332,000
Conversion of Preferred Series F-2 stock to common stock		160,000
Issuance of common stock for payment of interest		813,916
Conversion of debt and accrued interest to common stock		1,315,763
Total shares of common stock issued during the nine months ended September 30, 2025		18,468,533

	Number ofShares
Issuance of common stock in private placement offering		2,571,023
Issuance of common stock for payment of Preferred Series D dividends		51,555
Issuance of common stock for payment of Preferred Series E dividends		48,668
Issuance of common stock for payment of Preferred Series F dividends		624,373
Issuance of common stock for payment of Preferred Series F-2 dividends		326,391
Conversion of Preferred Series C stock to common stock		2,258,690
Conversion of Preferred Series C-1 stock to common stock		1,350,000
Conversion of Preferred Series C-2 stock to common stock		5,400,000
Conversion of Preferred Series D stock to common stock		1,050,000
Conversion of Preferred Series F-2 stock to common stock		160,000
Total common stock issued during the six months ended June 30, 2025		13,840,700
Summary table of common stock transactions:
Shares outstanding at December 31, 2024		65,130,623
Common shares issued during the six months ended June 30, 2025		13,840,700
Shares outstanding at June 30, 2025		78,971,323

Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock with a $0.001 par value. The board of directors has the authority to issue these shares and to set dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions.

Series C Convertible Preferred Stock

The board designated 9,000 shares of preferred stock as Series C Convertible Preferred Stock, (the “Series C Preferred Stock”). Pursuant to the Series C certificate of designations, shares of Series C Preferred Stock are convertible into common stock by their holder at any time and may be mandatorily convertible upon the achievement of specified average trading prices for the Company’s common stock. During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company issued 2,258,690 common shares to Dr. John Imhoff for the conversion of his 286 Series C Convertible Preferred shares. At ~~June~~September 30, 2025 and December 31, 2024, there were nil and 286 shares outstanding, respectively.

~~Holders~~24 ofTable ~~the Series C Preferred Stock were entitled to quarterly cumulative dividends at an annual rate~~ of ~~12.0%~~ until 42 months after the original issuance date (the “Dividend End Date”), payable in cash or, subject to certain conditions, the Company’s common stock. Unpaid accrued dividends were $120,120 as of June 30, 2025 and December 31, 2024. Contents

Holders of the Series C Preferred Stock were entitled to quarterly cumulative dividends at an annual rate of 12.0% until 42 months after the original issuance date (the “Dividend End Date”), payable in cash or, subject to certain conditions, the Company’s common stock. Unpaid accrued dividends were $120,120 as of September 30, 2025 and December 31, 2024.

Series C1 Convertible Preferred Stock

The board designated 20,250 shares of preferred stock as Series C1 Preferred Stock, of which 374.25 and 1,049.25 shares were issued and outstanding at ~~June~~September 30, 2025 and December 31, 2024, respectively. The C1 Convertible Preferred Stock has a conversion price of $0.50 per share. During the nine months ended September 30, 2025, the Company issued 1,350,000 common shares for the conversion of 675 Series C1 Convertible Preferred shares.

The Series C1 Preferred Stock has terms that are substantially the same as the Series C Preferred Stock, except that the Series C1 Preferred Stock does not pay dividends (unless and to the extent declared on the common stock) or at-the-market “make-whole payments” and, while it has the same anti-dilution protections afforded the Series C Preferred Stock, it does not automatically reset in connection with a reverse stock split or conversion of our outstanding convertible debt.

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Series C2 Convertible Preferred Stock

On August 31, 2018, the Company entered into agreements with certain holders of the Company’s Series C1 Convertible Preferred Stock, including the chairman of the Company’s board of directors, the former Chief Operating Officer (now the Chief Executive Officer) and a director of the Company pursuant to which those holders separately agreed to exchange each share of the Series C1 Preferred Stock held for one (1) share of the Company’s newly created Series C2 Convertible Preferred Stock. In total, for 3,262.25 shares of Series C1 Convertible Preferred Stock to be surrendered, the Company issued 3,262.25 shares of Series C2 Convertible Preferred Stock. During the nine months ended September 30, 2025, the Company issued 5,400,000 common shares for the conversion of 2,700 Series C2 Convertible Preferred shares. At ~~June~~September 30, 2025 and December 31, 2024, there were nil and 2,700 shares outstanding.

Series D Convertible Preferred Stock

The board designated 6,000 shares of preferred stock as Series D Preferred Stock, 88 50 and 438 of which remained outstanding as of ~~June~~September 30, 2025 and December 31, 2024, respectively. On January 8, 2021, the Company entered into a Stock Purchase Agreement with certain accredited investors (“the Series D Investors”) pursuant to all obligations under the Series D Certificate of Designation. The Series D Investors included the Chief Executive Officer, Chief Operating Officer (now the Chief Executive Officer) and a director of the Company. In total, for $763,000 the Company issued 763 shares of Series D Preferred Stock, 1,526,000 shares of common stock, 1,526,000 common stock warrants exercisable at $0.25, and 1,526,000 common stock warrants, exercisable at $0.75. Each Series D Preferred Stock is convertible into 3,000 shares of common stock. The Series D Preferred Stock have cumulative dividends at the rate per share of 10% per annum. Each share of Series D Preferred Stock has a par value of $0.001 per share and a stated value equal to $750.

Initially, each share of Series D Preferred Stock was convertible, at the option of the holder, at any time during the five-year period following issuance, into that number of shares of common stock determined by dividing the stated value by $0.25, subject to certain adjustments set forth in the Series D Certificate of Designation (the “Series D Conversion Price”). The conversion was subject to a 4.99% beneficial ownership limitation, which could be increased to 9.99% at the holder’s election. If the average of the VWAPs (as defined in the Series D Certificate of Designation) for any consecutive 5 trading day period (“Measurement Period”) exceeds 200% of the then Series D Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 1,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series D Preferred, for cash in an amount equal to aggregate Stated Value then outstanding plus accrued but unpaid dividends.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company issued 900,000 common shares to Dr. Imhoff for the conversion of his 300 Series D Convertible Preferred shares and 114,000 common shares to Dr. Faupel for the conversion of his 38 Series D Convertible Preferred shares, each of whom are related parties. In addition, the Company issued 150,000 common shares to an investor for the conversion of 50 Series D Convertible Preferred shares. During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company issued 51,555 shares of common stock for payment of accrued Series D Preferred Stock dividends. As of ~~June~~September 30, 2025, and December 31, 2024, the Company had accrued dividends for the Series D Preferred Stock of $148 and $8,360, respectively.

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Series E Convertible Preferred Stock

The Board designated 56,000 shares of preferred stock as Series E Preferred Stock, ~~883~~300 and 883 of which remained outstanding as of ~~June~~September 30, 2025 and December 31, 2024, respectively. During year ended December 31, 2020, the Company entered into a Security Agreement with the Series E Investors (the “Series E Security Agreement”) pursuant to which all obligations under the Series E Certificate of Designation are secured by all of the Company’s assets and personal properties, with certain accredited investors. In total, for $1,736,000 the Company issued 1,736 shares of Series E Preferred Stock. Each Series E Preferred Stock is convertible into 4,000 common stock shares. The stated value ~~and liquidation preference~~ on the Series E Preferred Stock is $1,~~736~~000.

19Each ~~Table~~share of ~~Contents~~Series E Preferred was convertible, at any time for a period of 5 years after issuance, into that number of shares of Common Stock, determined by dividing the Stated Value by $0.25, subject to certain adjustments set forth in the Series E Certificate of Designation (the “Series E Conversion Price”). The conversion of Series E Preferred is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder of the Series E Preferred. If the average of the VWAPs (as defined in the Series E Certificate of Designation) for any consecutive 5 trading day period (“Measurement Period”) exceeds 200% of the then Series E Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 20,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series E Preferred, for cash in an amount equal to aggregate Stated Value then outstanding plus accrued but unpaid dividends. Each share of Series E Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000, subject to the increase set forth in its Certificate of Designation.

Each share of Series E Preferred is convertible, at any time for a period of 5 years after issuance, into that number of shares of Common Stock, determined by dividing the Stated Value by $0.25, subject to certain adjustments set forth in the Series E Certificate of Designation (the “Series E Conversion Price”). The conversion of Series E Preferred is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder of the Series E Preferred. If the average of the VWAPs (as defined in the Series E Certificate of Designation) for any consecutive 5 trading day period (“Measurement Period”) exceeds 200% of the then Series E Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 1,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series E Preferred, for cash in an amount equal to aggregate Stated Value then outstanding plus accrued but unpaid dividends. Each share of Series E Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000, subject to the increase set forth in its Certificate of Designation.

Each holder of Series E Preferred Stock is entitled to receive cumulative dividends of 8% per annum, payable annually in cash or, at the option of the Company, shares of common stock.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company issued 481,~~668~~200,000, 932,000, and 200,000 shares of common stock to Dr. Imhoff, Mr. Richard Blumberg (a member of our board of directors), and Mr. Grujic, respectively, upon the conversion of 583 shares of Series E Convertible Preferred Stock in accordance with the applicable certificate of designation. During the nine months ended September 30, 2025, the Company issued 321,279 shares of common stock for payment of accrued Series E Preferred Stock dividends. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had accrued dividends of $576,~~592~~000 and $30,272 for the Series E Preferred Stock, respectively.

Series F Convertible Preferred Stock

The Board designated 1,500 shares of preferred stock as Series F Preferred Stock, 981 of which remained outstanding as of ~~June~~September 30, 2025 and December 31, 2024. During 2021, the Company entered into a Stock Purchase Agreement with certain accredited investors (“the Series F Investors”). In total, for $1,436,000 the Company issued 1,436 shares of Series F Preferred Stock, 981 which were issued and outstanding as of both September 30, 2025 and December 31, 2024. Each Series F Preferred Stock is convertible into 4,000 shares of common stock. The Series F Preferred Stock is entitled to cumulative dividends at the rate per share of 6% per annum. The stated value on the Series F Preferred Stock is $1,000.

Each share of Series F Preferred Stock is convertible, at any time for a period of 5 years after issuance, into that number of shares of Common Stock, determined by dividing the Stated Value by $0.25, subject to certain adjustments set forth in the Series F Certificate of Designation (the “Series F Conversion Price”). The conversion of Series F Preferred Stock is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder. If the average of the VWAPs (as defined in the Series F Certificate of Designation) for any consecutive 5 trading day period (“Measurement Period”) exceeds 200% of the then Series F Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 1 20,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series F Preferred, for cash in an amount equal to aggregate stated value then outstanding plus accrued but unpaid dividends.

~~During~~26 ~~the~~Table ~~six months ended June 30, 2025, the Company issued 624,373 shares~~ of common stock for payment of accrued Series F Preferred Stock dividends. As of June 30, 2025 and December 31, 2024, the Company had accrued dividends for Series F preferred shares of $15,369 and $44,799, respectively.Contents

During the nine months ended September 30, 2025, the Company issued 624,373 shares of common stock for payment of accrued Series F Preferred Stock dividends. As of September 30, 2025 and December 31, 2024, the Company had accrued dividends for Series F preferred shares of $30,084 and $44,799, respectively.

Series F-2 Convertible Preferred Stock

The Company was oversubscribed for its Series F Preferred Stock, resulting in the requirement to file an additional Certificate of Designation for Series F-2 Preferred Stock with substantially the same terms as the Series F Preferred Stock. The Board designated 3,500 shares of preferred stock as Series F-2 Preferred Stock, 480 and 520 of which were issued and outstanding as of ~~June~~September 30, 2025 and December 31, 2024, respectively. During 2021, the Company entered into a Stock Purchase Agreement with certain accredited investors. In total, for $678,000 the Company issued 678 shares of Series F-2 Preferred Stock. In addition, the Company exchanged outstanding debt of $2,559,000 for 2,559 shares of Series F-2 Preferred Stock. ~~Each Series F-2 Preferred share is convertible into 4,000 shares of common stock.~~ The Series F-2 Preferred Stock will have cumulative dividends at the rate per share of 6% per annum. The stated value on the Series F-2 Preferred Stock is $1,000.

Each share of Series F-2 Preferred Stock is convertible, at any time for a period of 5 years after issuance, into that number of shares of Common Stock, determined by dividing the Stated Value by $0.25, subject to certain adjustments set forth in the Series F-2 Certificate of Designation (the “Series F-2 Conversion Price”). The conversion of Series F-2 Preferred is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder. If the average of the VWAPs (as defined in the Series F-2 Certificate of Designation) for any consecutive 5 trading day period (“Measurement Period”) exceeds 200% of the then Series F-2 Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 1 20,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series F-2 Preferred Stock, for cash in an amount equal to aggregate Stated Value then outstanding plus accrued but unpaid dividends.

20During ~~Table~~the nine months ended September 30, 2025, the Company issued 160,000 common shares for the conversion of ~~Contents~~40 Series F-2 Convertible Preferred shares. During the nine months ended September 30, 2025, the Company issued 326,391 shares of common stock for the payment of annual Series F-2 Preferred Stock dividends. As of September 30, 2025 and December 31, 2024, the Company had accrued dividends for Series F-2 preferred shares of $14,604 and $23,518, respectively.

~~During the six months ended June 30, 2025, the Company issued 326,391 shares of common stock for the payment of annual~~ Series ~~F-2~~G Convertible Preferred Stock ~~dividends. As of June 30, 2025 and December 31, 2024, the Company had accrued dividends for Series F-2 preferred shares of $7,404 and $23,518, respectively.~~

During January 2021, the board designated 1,000 shares of preferred stock as Series G Convertible Preferred Stock, none of which remained outstanding as of September 30, 2025 or December 31, 2024. The Series G Convertible Preferred Stock had a mandatory redemption feature and was fully redeemed prior to January 1, 2022.

Warrants

The following table summarizes transactions involving the Company’s outstanding warrants to purchase common stock for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

	Warrants(Underlying Shares)		Weighted-Average Exercise Price Per Share
	Warrants (Underlying Shares)		Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2024		37,174,468	$	0.42
Warrants issued		23,~~656~~252,~~023~~577		0.1315
Outstanding, June 30, 2025		39,830,491	$	0.40
Outstanding, September 30, 2025		40,427,045	$	0.40

	Warrants(Underlying Shares)			Weighted-Average Exercise Price Per Share
	Warrants (Underlying Shares)			Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2023		28,584,580		$	0.50
Warrants issued		15,~~000~~368,~~000~~335			0.3019
Warrants expired		(~~761~~1,561,500	)		0.3744
Outstanding, June 30, 2024		28,823,080		$	0.50
Outstanding, September 30, 2024		32,391,415		$	0.46

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Warrants Issued in 2025

~~During~~Private ~~the~~Placement ~~six months ended June 30, 2025, the Company issued 2,571,023 warrants pursuant to the March Purchase Agreement.~~ Offerings

~~During~~On ~~the~~August ~~six months ended June 30~~29, 2025, the Company issued 596,554 warrants to purchase up to 85596,~~000~~554 ~~warrants~~shares of common stock in ~~conjunction~~connection with the ~~issuances~~August ofPurchase ~~$85~~Agreement and related exchange agreements,~~000 of~~ ~~notes~~318,775 ~~payable~~of towhich ~~unaffiliated~~were ~~third~~issued ~~parties.~~to ~~See~~members ~~Note~~of ~~7, “Notes~~our ~~Payable” for~~board ~~additional~~of ~~details~~directors. Management estimated the fair value of the warrants ~~issued~~ utilizing the Black-Scholes Option Pricing model with the following ~~weighted-average~~ assumptions:

Expected term (years)	4.0
Volatility	190.4	%
Risk-free interest rate	3.6	%
Dividend yield	0.0	%

The offering proceeds were allocated between common stock and the warrants based on their relative fair values. The estimated fair value of warrants issued in connection with the exchange agreements was included in the calculation of the loss on extinguishment of debt.

On March 18, 2025, the Company issued 2,571,023 warrants in connection with the March Purchase Agreement and related exchange agreements, 1,676,014 of which were issued to our board members. Management estimated the fair value of the warrants utilizing the Black-Scholes Option Pricing model with the following assumptions:

Expected term (years)	4.0
Volatility	191.6	%
Risk-free interest rate	4.0	%
Dividend yield	0.0	%

Warrants Issued with Debt

During the nine months ended September 30, 2025, the Company issued 85,000 warrants in conjunction with the issuances of $85,000 of notes payable to unaffiliated third parties. See Note 7, “Notes Payable” for additional details. Management estimated the fair value of the warrants issued utilizing the Black-Scholes Option Pricing model with the following weighted-average assumptions:

Expected term (years)	3.0
Volatility	203.3	%
Risk-free interest rate	4.0	%
Dividend yield	0.0	%

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Warrants Issued in 2024

During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company issued ~~900~~1,800,000 warrants to Richard Blumberg, a related party, pursuant to a consulting agreement. See Note 6, “Commitments and Contingencies” for additional information.

~~During~~Warrants ~~the~~Issued ~~six months ended June 30, 2024, the Company issued 100,000 warrants in conjunction~~ with the issuance of a $100,000 note payable to an unaffiliated third party. See Note 7, “Notes Payable” for additional details. Management estimated the fair value of the warrants issued utilizing the Black-Scholes Option Pricing model with the following assumptions:Debt

Expected term (years)	4.0
Volatility	389.2	%
Risk-free interest rate	4.4	%
Dividend yield	0.0	%

During the nine months ended September 30, 2024, the Company issued 160,000 warrants in conjunction with the issuance of $150,000 in notes payable to unaffiliated third parties and 75,000 warrants in conjunction with issuances of $75,000 of notes payable to board members. See Note 7, “Notes Payable” and Note 9, “Related Party Debt” for additional details on the warrants issued with debt that remained outstanding as of September 30, 2025 or December 31, 2024.

On June 28, 2024, the Company issued 100,000 warrants in connection with a $100,000 promissory note that was subsequently repaid. The warrants remain outstanding with an exercise price of $0.25 and an expiration date of July 1, 2028.

Management estimated the fair value of the warrants issued with debt utilizing the Black-Scholes Option Pricing model with the following weighted-average assumptions:

Expected term (years)	4.0
Volatility	391.9	%
Risk-free interest rate	4.2	%
Dividend yield	0.0	%

Private Placement Offerings

On September 23, 2024, the Company issued 3,333,335 warrants in connection with a private placement offering, 1,666,677 of which were issued to one of our board members, a related party. Management estimated the fair value of the warrants utilizing the Black-Scholes Option Pricing model with the following assumptions before allocating the total proceeds from the offering to the common stock and warrants issued:

Expected term (years)	4.0
Volatility	397.3	%
Risk-free interest rate	3.5	%
Dividend yield	0.0	%

4. STOCK OPTIONS

The Company’s Stock Plan (the “Plan”) allows for the issuance of incentive stock options, nonqualified stock options, and stock purchase rights. The exercise price of options was determined by the Company’s board of directors, but incentive stock options were granted at an exercise price equal to the fair market value of the Company’s common stock as of the grant date. Options historically granted have generally become exercisable over four years and expire ten years from the date of grant. The aggregate number of common shares that may be issued or reserved pursuant to stock option or other awards under the plan may not exceed 2,500,000 common shares. As of ~~June~~September 30, 2025, ~~500~~ 1,050,000 of the outstanding stock options were granted outside of the Plan and the shares available for issuance under the Plan were ~~470~~ 723,~~341~~000.

~~The~~29 ~~following~~Table ~~tables~~of ~~summarize the Company’s stock option activity and related information for the six months ended June 30, 2025 and 2024:~~Contents

	Number ofShares			Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value of In-the-Money Options(in thousands)
Options outstanding as of December 31, 2024		2,883,636		$	0.35	6.3 years	$	-
Options granted		625,000		$	0.14
Options forfeited		(24,205	)	$	0.21
Options expired		(413,636	)	$	0.46
Options outstanding as of June 30, 2025		3,070,795		$	0.29	7.4 years	$	138,448
Options exercisable as of June 30, 2025		2,191,364		$	0.35	6.6 years	$	49,303
	Number ofShares			Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value of In-the-Money Options(in thousands)
Options outstanding as of December 31, 2023		2,338,636		$	0.41	6.5 years	$	-
Options outstanding as of June 30, 2024		2,338,636		$	0.41	6.1 years	$	-
Options exercisable as of June 30, 2024		1,980,114		$	0.43	5.6 years	$	-

The following tables summarize the Company’s stock option activity and related information for the nine months ended September 30, 2025 and 2024:

The aggregate intrinsic value is calculated as the difference between the Company’s closing stock price as of June 30, 2025 and the exercise price, multiplied by the number of options. As of June 30, 2025, there was $131,435 of unrecognized stock-based compensation expense. Such costs are expected to be recognized over a weighted average period of approximately 2.1 years.

	Number of Shares			Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value of In-the-Money Options (in thousands)

Options outstanding as of December 31, 2024		2,883,636		$	0.35	6.3 years	$	16
Options granted		625,000		$	0.14
Options forfeited		(24,205	)	$	0.21
Options expired		(657,431	)		0.45
Options outstanding as of September 30, 2025		2,827,000		$	0.28	7.3 years	$	126
Options exercisable as of September 30, 2025		2,077,455		$	0.33	6.6 years	$	53

The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. During the six months ended June 30, 2025 and 2024, the Company recognized expense for stock options of $59,163 and $29,673, respectively.

	Number of Shares		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value of In-the-Money Options (in thousands)

Options outstanding as of December 31, 2023		2,338,636	$	0.41	6.5 years	$	-
Options granted		545,000	$	0.12
Options outstanding as of September 30, 2024		2,883,636	$	0.35	6.6 years	$	30
Options exercisable as of September 30, 2024		2,172,614	$	0.41	5.7 years	$	7

22The ~~Table~~aggregate intrinsic value is calculated as the difference between the Company’s closing stock price as of ~~Contents~~September 30, 2025 and the exercise price, multiplied by the number of options. As of September 30, 2025, there was $107,730 of unrecognized stock-based compensation expense. Such costs are expected to be recognized over a weighted average period of approximately 2.0 years. The weighted-average fair value of awards granted was $0.14 and $0.12 during the nine months ended September 30, 2025 and 2024, respectively.

The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period. During the nine months ended September 30, 2025 and 2024, the Company recognized expense for stock options of $82,869 and $60,860, respectively.

5. LITIGATION AND CLAIMS

From time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. Management believes that the dispositions of these matters, individually or in aggregate, are not expected to have a material adverse effect on the Company’s financial condition. However, depending on the amount and timing of such disposition, an unfavorable resolution of some or all of these matters could materially affect the future results of operations or cash flows in a particular year.

As of ~~June~~September 30, 2025, and December 31, 2024, there was no accrual recorded for any potential losses related to pending litigation.

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6. COMMITMENTS AND CONTINGENCIES

Operating ~~Lease~~Leases

Our corporate offices, which also comprise our administrative, research and development, marketing and production facilities, are located on a 12,835 square foot leased property. The lease for our corporate offices, which will terminate on May 31, 2026, includes a renewal option that allows the Company to extend the term for an additional five years through May 31, 2031; however, itat isthe ~~not~~time ~~reasonably~~of ~~certain~~lease ~~that~~commencement, the renewal option ~~will~~was not reasonably certain to be exercised and, therefore, is not included in the measurement of the lease liability or right‑of‑use asset. Total operating lease cost recognized for this lease was $5482,~~702~~053 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024. The table below presents total operating lease right-of-use assets and lease liabilities as of ~~June~~September 30, 2025 and December 31, 2024:

	(in thousands)
	June 30,		December 31
	September 30,		December 31
	2025		2024
Operating lease right-of-use assets	$	9469	$	141
Operating lease liabilities	$	~~104~~76	$	155

The table below presents the maturities of operating lease liabilities as of ~~June~~September 30, 2025:

	(in thousands)
	Operating
	Lease Payments
2025 (remaining)		6030
2026		50
Total future lease payments		~~110~~80
Less: discount		(64	)
Total lease liabilities	$	~~104~~76

23The ~~Table~~table below presents the weighted-average remaining lease term and discount rate used in the calculation of ~~Contents~~operating lease right-of-use assets and lease liabilities as of September 30, 2025 and December 31, 2024

The table below presents the weighted-average remaining lease term and discount rate used in the calculation of operating lease right-of-use assets and lease liabilities as of June 30, 2025 and December 31, 2024

	(in thousands)
	September 30, 2025			December 31, 2024
Weighted average remaining lease term (years)		0.7			1.4
Weighted average discount rate		11.4	%		11.4	%

	(in thousands)
	June 30, 2025			December 31, 2024
Weighted average remaining lease term (years)		0.9			1.4
Weighted average discount rate		11.4	%		11.4	%

Related Party Contracts

Executive Compensation Agreement

On June 3, 2025, the Company's Board of Directors approved a revised compensation agreement for the Company’s Chief Executive Officer (“CEO”), Dr. Mark Faupel. As of ~~June~~September 30, 2025, Dr. Faupel is entitled to:

1. Warrants ~~previously included in Dr. Faupel’s prior compensation agreement~~ to purchase an additional 4,000,000 shares of common stock, exercisable upon specific regulatory approvals:

· 2,500,000 warrants upon receipt of an Approvable Letter from the U.S. FDA for the LuViva Advanced Cervical Scan; · 1,500,000 warrants upon receipt of an Approvable Letter or equivalent approval from the Chinese National Medical Products Administration for the LuViva Advanced Cervical Scan. · These warrants have an exercise price of $0.40 per share, include a cashless exercise option, and will expire five years from becoming exercisable, with a maximum term of ten years from issuance. As of ~~June~~September 30, 2025, the Company has concluded it is not probable that the performance conditions related to the above warrants will be achieved, and as a result no compensation expense related to the warrants has been recorded.

2. An additional warrant ~~granted under the revised agreement~~ to purchase 2,000,000 shares of common stock, exercisable upon filing data from the U.S. pivotal trial with the FDA, with an exercise price of $0.25 per share, including a cashless exercise option, expiring five years from issuance. As of ~~June~~September 30, 2025, the Company has concluded it is probable that the performance condition related to the above warrants will be achieved, and as a result recognized compensation expense of $270,389 during the ~~six~~nine months ended ~~June~~September 30, 2025~~, representing the full fair value of the warrants on the grant date (recognized immediately as the performance condition was deemed probable, although the warrants have not yet been issued)~~.

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Additionally, deferred salary of $373,783 accrued as of May 23, 2025, will continue accruing interest at an annual rate of 6%, and Mr. Faupel’s annual compensation was increased to $240,000 effective June 1, 2025. Up to $100,000 of this salary may be deferred at Mr. Faupel's discretion, accruing interest at 6%. As of December 31, 2025, all accrued and future deferred compensation amounts will be convertible at Mr. Faupel’s option into common shares at a conversion price of $0.25 per share. All amounts owed to Mr. Faupel will be due within ten business days if his position as CEO is terminated by the Board.

Related Party Debt

During the year ended December 31, 2024, the Company issued promissory notes totaling $75,000 to members of the Board of Directors. In connection with the March Purchase Agreement, the Company entered into agreements to exchange the outstanding debt for common stock and warrants. See Note 9, “Related Party Debt” for ~~additional~~ details. regarding debt issued to related parties.

License Agreement with Shenghuo Medical, LLC

On June 5, 2016, the Company entered into a license agreement with Shenghuo Medical, LLC pursuant to which the Company granted Shenghuo an exclusive license to manufacture, sell and distribute LuViva in Taiwan, Brunei Darussalam, Cambodia, Laos, Myanmar, Philippines, Singapore, Thailand, and Vietnam. Under the terms of the license agreement, once Shenghuo was capable of manufacturing LuViva in accordance with ISO 13485 for medical devices, Shenghuo would pay the Company a royalty equal to $2.00 or 20% of the distributor price (subject to a discount under certain circumstances), whichever is higher, per disposable distributed within Shenghuo’s exclusive territories. Pursuant to the license agreement, Shenghuo had the option to have a designee appointed to the Company’s board of directors (current director Richard Blumberg is the designee).

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Royalty Agreement

On September 6, 2016, the Company entered into a royalty agreement with one of its directors, Dr. John Imhoff, and another stockholder, Dolores Maloof, pursuant to which the Company sold to them a royalty of future sales of single-use cervical guides for LuViva. Under the terms of the royalty agreement, and for consideration of $50,000, the Company will pay them an aggregate perpetual royalty initially equal to $0.10, and from and after October 2, 2016, equal to $0.20, for each cervical guide that the Company sells (or that is sold by a third party pursuant to a licensing arrangement with the Company).

Director Consulting Agreement

On March 10, 2021, the Company entered into a consulting agreement with Richard Blumberg. As a result of the consulting agreement Mr. Blumberg provided a non-refundable payment of $350,000 to the Company in exchange for the following: (1) 3,600,000 3-year warrants with exercise prices ranging from $0.30 - $0.60, and (2) 1,600,000 common stock shares. On September 30, 2021, the Company and Mr. Blumberg entered into an amended agreement, pursuant to which issuance of the warrants and common shares became predicated on Mr. Blumberg’s assistance in helping the Company obtaining financing or a series of financings resulting in minimum receipts of at least $1.0 million. Upon receipt of the funds, the Company agreed to issue the common shares and warrants owed to Mr. Blumberg in four equal tranches, to be issued every six months, beginning six months after the financing transaction. On November 11, 2022, the Company and Mr. Blumberg entered into an amended agreement, upon which the exercise prices of the warrants were changed to $0.30. The Company estimated the fair value of the modified warrants using the Black-Scholes option pricing model and the following assumptions:

Volatility	108.7	%
Risk-free interest rate	4.3	%
Dividend yield	0.0	%

During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company issued nil and ~~900~~1,800,000 warrants to Mr. Blumberg pursuant to the agreement. Total unrecognized expense for the warrants was nil as of ~~June~~September 30, 2025.

On32 ~~August~~Table 24, 2022, the Company entered into an agreement with Ironstone Capital Corp. and Alan Grujic (the “Advisory Group”) whereby the Advisory Group agreed to perform marketing and investor relations services over a term of twelve months, commencing on the closing of a financing of at least $2.5 million. In consideration for these services, the Company issued 800,000 warrants (“first tranche of warrants”) with an exercise price of $0.50 to Mr. Grujic, which were due within 10 business days of closing the financing transaction (the “Transaction”) that took place in September 2022. In the event the Company’s 20 trading day variable weighted average price (“VWAP”) would have exceeded $1.00 within one year of the closing of the financing, the Company would have issued 600,000 warrants (“second tranche of warrants”) with an exercise price of $0.75 to Mr. Grujic. In the event the Company’s 20 trading day VWAP would have exceeded $1.50 within two years of the closing of the financing, the Company would have issued an additional 600,000 warrants (“third tranche of warrants”) to Mr. Grujic. As of June 30, 2025, the deadlines to achieve the respective stock prices have passed and the second and third tranches of warrants will therefore not be issued.Contents

~~Pursuant~~On toAugust ~~the~~24, ~~agreement~~2022, the Company ~~also~~entered ~~agreed~~into toan ~~pay~~agreement with Ironstone Capital Corp. and Alan Grujic (the “Advisory Group”) ~~$2,000 per~~whereby ~~month~~the ~~for~~Advisory 12Group agreed to perform marketing and investor relations services over a term of twelve months, ~~starting~~commencing on the ~~month~~closing ~~after~~of ~~the~~a ~~closing~~financing of ~~the~~at ~~Transaction~~least $2.5 ~~Subsequently~~million. In consideration for these services, the ~~agreement~~Company ~~was~~issued 800,000 warrants ~~amended~~(“first tranche of warrants”) with an exercise price of $0.50 to ~~extend~~Mr. ~~the~~Grujic, ~~term~~which were due within 10 business days of closing the ~~agreement~~financing totransaction ~~September~~(the of“Transaction”) ~~2024.~~that Ontook ~~November~~place 1,in ~~2024,~~September 2022. In the event the Company’s ~~entered~~20 ~~into~~trading aday ~~new~~variable ~~consulting~~weighted ~~agreement~~average ~~with~~price ~~Ironstone~~(“VWAP”) ~~Capital~~would ~~Corp~~have exceeded $1.00 within one year of the closing of the financing, the Company would have issued 600,000 warrants (“~~Ironstone~~second tranche of warrants”), ~~pursuant~~with an exercise price of $0.75 to ~~which~~Mr. Grujic. In the event the Company’s ~~agreed~~20 totrading ~~pay~~day VWAP would have exceeded $~~2,500~~1.50 within ~~per~~two ~~month~~years ~~for~~of ~~continued~~the ~~advisory~~closing ~~and~~of ~~consulting~~the ~~services~~financing, ~~for~~the aCompany ~~term~~would have issued an additional 600,000 warrants (“third tranche of ~~six~~warrants”) ~~months~~to Mr. ~~Subsequent~~Grujic. toAs ~~June~~of September 30, 2025, the ~~agreement~~deadlines ~~with~~to ~~Ironstone~~achieve ~~was~~the ~~extended.~~respective ~~See~~stock ~~Note~~prices ~~13,~~have ~~“Subsequent~~passed ~~Events”~~and ~~for~~the ~~details.~~second and third tranches of warrants will therefore not be issued.

25The ~~Table~~agreement also provided for monthly payments of ~~Contents~~$2,000 for 12 months following the Transaction, later amended to extend the term through September 2024. On November 1, 2024, the Company entered into a new consulting agreement with Ironstone, providing for monthly payments of $2,500 over a six-month term, which was subsequently extended through January 31, 2026.

The Company estimated the fair value of the first tranche warrants issued in September 2022 using the Black-Scholes option pricing model with the following assumptions:

Expected term (years)	2.0
Volatility	173.0	%
Risk-free interest rate	3.4	%
Dividend yield	0.0	%

Expense related to the first tranche of warrants was recognized in prior years. Unrecognized expense related to the first tranche warrants was nil as of ~~June~~September 30, 2025.

The Company estimated the fair value of the second tranche warrants using the Binomial Lattice model with the following assumptions:

Expected term (years)	1.0
Volatility	144.4	%
Risk-free interest rate	3.6	%
Dividend yield	0.0	%

Expense related to the second tranche of warrants was recognized in prior years. Unrecognized expense related to the first tranche warrants was nil as of ~~June~~September 30, 2025.

The Company estimated the fair value of the third tranche warrants using the Binomial Lattice model with the following assumptions:

Expected term (years)	2.0
Volatility	172.1	%
Risk-free interest rate	3.6	%
Dividend yield	0.0	%

The Company recognized nil expense for the third tranche of warrants during the three and ~~six~~nine months ended ~~June~~September 30, 2025. The Company recognized $1510,~~466~~ 311 and $3041,~~932~~242 of expense for the third tranche of warrants during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively. Unrecognized expense for the third tranche of warrants was nil as of ~~June~~September 30, 2025.

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Other Commitments

On July 24, 2019, the Company ~~agreed~~entered tointo ~~grant~~an agreement with Shandong Yaohua Medical Instrument Corporation (“SMI”) ~~(1)~~under ~~exclusive~~which ~~manufacturing~~SMI ~~rights,~~received ~~excepting~~exclusive ~~the~~rights ~~disposable~~to ~~cervical~~manufacture ~~guides~~and ~~for~~distribute the ~~Republic~~Company’s ofLuViva® ~~Turkey,~~device and ~~the~~related ~~final~~disposables ~~assembly~~in ~~rights~~China ~~for~~and ~~Hungary~~certain other jurisdictions, ~~and~~subject ~~(2)~~to ~~exclusive~~SMI ~~distribution~~achieving defined commercialization and ~~sales~~regulatory ~~for~~milestones. ~~LuViva~~In inconnection ~~jurisdictions,~~with ~~subject~~the toagreement, the ~~terms~~Company received $885,144 and ~~conditions~~issued ~~described~~12,147 ~~below~~shares of common stock to SMI.

~~First,~~The ~~SMI~~parties ~~shall~~subsequently ~~complete~~amended the ~~payment~~agreement ~~for~~multiple ~~parts,~~times ~~per~~to ~~the~~extend ~~purchase~~deadlines ~~order,~~ for ~~five additional LuViva devices. Second, in consideration for the $885,144 that the Company received,~~ SMI ~~will~~to ~~receive 12,147 shares~~obtain ofNMPA ~~common~~approval ~~stock.~~and ~~Third, SMI shall honor all existing purchase orders it has executed~~ to ~~date~~establish ~~with~~manufacturing ~~the~~capabilities ~~Company,~~ in ~~order to maintain jurisdiction sales and distribution rights~~China. IfUnder ~~SMI~~an ~~needs~~amendment toexecuted ~~purchase~~on ~~cervical~~February ~~guides~~17, ~~then it will do so at a cost including labor~~2024, ~~plus~~SMI ~~ten~~agreed ~~percent~~to ~~markup.~~make ~~The~~payments ~~Company~~totaling ~~will provide 200 cervical guides at no cost for the clinical trials. Fourth~~$531,100 ~~the Company~~ and ~~SMI will make best efforts~~ to ~~sell~~purchase ~~devices~~additional ~~after NMPA approval. With an initial estimate of year one sales of 200 LuViva~~ devices; ~~year~~and ~~two~~components ~~sales~~during ~~of 500 LuViva devices~~2024; ~~year~~a ~~three sales of 1~~$330,000 ~~LuViva~~partial ~~devices;~~payment ~~and~~was ~~year~~received ~~four~~in ~~sales~~March ~~of 1,250 LuViva devices~~2024. ~~Fifth,~~On ~~SMI~~March ~~shall pay for entire costs of securing approval of LuViva with the Chinese FDA. Sixth~~27, ~~SMI shall arrange~~2024, atthe ~~its~~parties ~~sole~~entered ~~cost,~~into ~~for~~ a ~~manufacturer~~Standstill inAgreement ~~China~~that todeferred ~~build~~enforcement ~~tooling~~related to ~~support manufacturing. In addition, SMI retains~~ the ~~right~~payment toshortfall ~~manufacture~~in exchange for ~~China, Hong Kong, Macau and Taiwan, where~~ SMI ~~has~~agreeing ~~distribution~~to ~~and~~additional ~~sales rights. For each single~~non-~~use~~refundable ~~cervical~~payments ~~guide~~and ~~sold~~committing ~~by SMI in the jurisdictions, SMI shall transfer funds~~ to ~~escrow~~make ~~agent~~payments attotaling aapproximately ~~rate of~~ $14.~~90 per~~0 ~~device~~million ~~chip~~during 2024. IfOn ~~within~~April 1826, ~~months~~2024, of the ~~license’s~~Standstill ~~effective~~Agreement ~~date,~~was ~~SMI~~extended ~~fails~~through toJuly ~~achieve commercialization of LuViva in China~~30, ~~SMI shall no longer have any rights to manufacture~~2024, ~~distribute~~contingent orupon ~~sell~~SMI ~~LuViva.~~making ~~Commercialization~~additional ispayments ~~defined as: filing an application with the Chinese FDA for the approval of LuViva; any assembly or manufacture of the devices or disposables that begins in China;~~ and revising purchase ~~of at least 10 devices and disposables for clinical evaluations and regulatory use and or sales in the jurisdictions~~commitments.

26On ~~Table~~October 21, 2024, the parties entered into a new agreement that superseded the prior agreements (other than certain existing purchase orders). The new agreement provided for the purchase of ~~Contents~~device instrumentation packages and RFID chips and required SMI to submit the LuViva device for NMPA approval. SMI submitted the NMPA application on October 16, 2024. The agreement also required SMI to meet defined sales and manufacturing milestones to retain exclusive rights.

On ~~August~~May 128, ~~2021~~2025, the Company and SMI executed an ~~amendment~~extension tounder ~~its~~which ~~agreement~~exclusivity ~~with~~would continue if SMI. ~~Under~~or ~~the~~its ~~terms~~affiliates ofmade ~~the~~required ~~amended~~payments. ~~agreement,~~During the ~~parties~~nine ~~agreed~~months ~~that~~ended ifSeptember ~~by October~~ 30, ~~2022~~2025, SMI ~~fails~~made toa ~~achieve~~required ~~commercialization of LuViva in China~~$130,000 ~~SMI shall no longer have any rights to manufacture~~payment, ~~distribute~~and ~~or sell LuViva. On March 3, 2023,~~ the Company ~~entered~~recognized ~~into~~$183,525 aof ~~third~~previously ~~amendment~~deferred ~~with~~revenue ~~SMI~~in ~~pursuant~~“Other toincome” ~~which~~in ~~the~~connection ~~Company~~with ~~extended~~reimbursement ~~the deadline for SMI to achieve commercialization~~ of ~~LuViva~~prior-period ~~in China to April 30, 2024~~costs.

OnAs ~~February~~of 17September 30, ~~2024~~2025, ~~the~~SMI ~~Company~~did ~~entered~~not ~~into~~achieve arequired ~~fourth~~commercialization ~~amendment~~milestones toor ~~the~~obtain ~~agreement~~NMPA ~~with~~approval ~~SMI.~~within ~~Under~~ the ~~terms~~agreed oftimeframe ~~the~~and ~~amended~~did ~~agreement,~~not ~~SMI~~cure ~~agreed~~such tobreaches. ~~pay~~Accordingly, ~~the~~SMI ~~Company~~no ~~$531,100~~longer onretains orrights ~~prior~~ to ~~March~~manufacture, 15market, ~~2024~~or distribute LuViva. OnSMI ~~March~~has ~~18,~~entered ~~2024,~~discussions ~~SMI,~~with ~~through~~third ~~SMI’s~~parties ~~authorized~~to ~~distribution~~transition ~~partner,~~commercialization ~~initiated~~efforts ain ~~wire~~China. ~~payment~~One ofsuch ~~$330~~entity,~~000~~ inHangzhou ~~partial~~Dongye ~~satisfaction~~Medical ofTechnology ~~$531~~Company,~~100~~ ~~owed~~Ltd. to(“HDMT”), ~~the~~entered ~~Company. The~~into ~~payment~~a ~~was~~contract ~~received~~to bypurchase ~~the~~35 ~~Company~~LuViva ondevices ~~March~~for 20$700, ~~2024~~000. As ~~the~~of ~~full~~September ~~payment was not received by March 15~~30, ~~2024~~2025, the Company ~~had~~received ~~the right to terminate the agreement with two weeks’ notice to SMI~~$100,000 ~~however~~under the ~~Company~~HDMT ~~did~~contract ~~not~~and ~~exercise~~delivered ~~this~~three ~~option~~devices.

The amended agreement also provides for a timeline for the Company to deliver inventory during 2024, including LuViva devices and components, as well as approximately 1,640,000 RFID chips. In consideration, SMI agreed to pay a total of $4.4 million during 2024, including the payment due on March 15, 2024.

On March 27, 2024, the parties entered into a Standstill Agreement (the “Standstill Agreement”). The parties agreed that SMI will make a nonrefundable payment of $100,000 to the Company prior to March 31, 2024. In exchange, the Company will not initiate any legal proceedings, including but not limited to filing a lawsuit, obtaining a judgement, or enforcing any security interest, as related to the March shortfall in payments of $201,100, until April 30, 2024. Upon paying $100,000, SMI will have the option to extend the Standstill Agreement until June 15, 2024 by making a nonrefundable payment to the Company of $150,000. One additional payment of $150,000 may be made to extend the standstill rights until July 30, 2024, if mutually agreed upon. If SMI is unable to make the payments pursuant to the Standstill Agreement, the Company agreed to seek loans on behalf of SMI to cover the payments. SMI agreed to reimburse the Company for these loans along with all expenses associated with them within three months of the loans being issued as long as the loans are used solely for (1) parts for LuViva devices to be used by SMI for marketing and promotional activities, or (2) labor or consulting fees connected to providing parts, assemblies of devices or disposables to SMI. Additionally, SMI confirmed its commitment to make payments to GTI of at least $4.0 million during 2024 and as part of this commitment will make payments of $200,000 and $500,000 by the end of May 2024 and July 2024, respectively, to ensure that the program commercialization proceeds according to schedule.

On April 26, 2024, the parties extended the Standstill Agreement (“Standstill Extension”) until July 30, 2024, contingent on payments from SMI totaling $770,000 on or before July 30, 2024. In addition, because SMI did not make its scheduled payment of $100,000 on or before March 31, 2024, the Company can place a 25% surcharge on the cost of goods and services already paid for by SMI. Additionally, the Standstill Extension reduced the number of RFID chips the Company committed to shipping by 240,000 and reduced the total amount due from SMI in 2024 by $247,545. The other terms from the Amendment and Standstill Agreement remained intact.

On October 21, 2024, the Company executed an agreement with SMI (the “Agreement”), which supersedes all previous agreements, other than existing purchase orders (except those as modified and summarized below). Pursuant to the Agreement, the Company plans to execute a purchase agreement with a distributor of SMI for 35 base units, connected, aligned, calibrated and tested (“Completed Instrumentation Packages”). SMI, to obtain the license for global manufacturing rights and exclusive distribution of LuViva within certain jurisdictions, agreed to:

1. Meet an established schedule for minimum sales of the product in China. 2. Establish a manufacturing capability for the manufacture of LuViva and its accessories including the single use disposable Cervical Guide “Disposables” or “Accessories”). 3. Apply for NMPA approval for LuViva no later than October 30, 2024. Said application was filed by SMI with NMPA on October 16, 2024.

Under the terms of the agreement, the Handheld Unit and Base Unit constitute an Instrumentation Package or “IP”. An IP and mobile cart with a monitor constitute a fully functional LuViva device ready for sale. SMI will be responsible for the manufacture of the mobile carts that house the IPs and the display monitor. All active purchase orders will be revised to include 100 IPs to be provided by the Company to SMI and/or its distribution partners to meet expected demand, as summarized below:

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1. Forty-seven (47) of the 100 IPs will be provided by the Company to SMI, at an approximate price of $1,351,250; the number of IPs may be reduced as full payment was delayed beyond the end of 2024. 2. Thirty-five (35) of the 100 IPs will be provided by the Company to SMI or to one of SMI’s distributors, at a total price of $700,000. 3. Eighteen (18) of the 100 IPs will be provided to SMI at no additional charge, beyond what has already been paid by SMI.

To meet demand in 2025, SMI agreed to purchase a minimum of 1,500,000 RFID chips, at prices ranging between $1.00 and $1.40 per chip. Additionally, SMI agreed to purchase an additional 100 IPs.

Beginning in 2026 and extending into 2030, to preserve its licensing rights, SMI shall be committed to the minimum LuViva Cervical Guide Radio Frequency Identification Chips and Royalty Sales (“RFID Chips”) of the single-use Cervical Guide Chip, at a sale price to SMI at $1.00, as specified in the table below:

Year	Cumulative Number ofDevices Placed or Sold		Cumulative ResultingMinimum Tests		Cumulative MinimumCervical Guide RoyaltyPayments to GTI
2026		300		1,440,000	$	1,440,000
2027		400		5,040,000	$	4,480,000
2028	1500			15,840,000	$	15,840,000
2029	3000			37,440,000	$	37,440,000
2030	4000			66,240,000	$	66,240,000

On May 8, 2025, the Company and SMI signed an extension agreement that becomes effective once SMI or its partners/investors make certain cash payments in accordance with purchase orders issued by SMI and its partners. During the six months ended June 30, 2025, SMI made a required $130,000 payment, upon which the agreement was extended until September 30, 2025. As of June 30, 2025, SMI was in contractual default due to late payments totaling $200,000 and failure to provide certain data to the Company as set forth in its agreements with the Company.

During the six months ended June 30, 2025, the Company and SMI agreed to apply previous payments of $180,000 towards reimbursement of expenses the Company incurred in prior periods. As a result of this agreement, the Company recognized $183,525 of deferred revenue in income, which is included in “Other income” during the six months ended June 30, 2025.

Contingencies

The conflict in Ukraine, which has already ~~had~~affected anglobal ~~impact on~~ financial markets, ~~could~~continues ~~result~~to increate ~~additional~~uncertainty ~~repercussions~~that incould ~~our~~impact the Company’s operating business,. ~~including~~Although ~~delays in obtaining regulatory~~ approval to market ~~our~~and sell the Company’s products in Russia was granted on August 11, 2025, ongoing geopolitical tensions could still disrupt supply chains, distribution activities, or future regulatory interactions within the region. The ~~future~~ultimate impact of the conflict isremains highly uncertain ~~and cannot be predicted~~, and wethe Company cannot provide ~~any~~ assurance that ~~the~~it ~~conflict~~ will not have a material adverse ~~impact~~effect on ~~our~~its operations, orfinancial ~~future~~condition, ~~results~~ or ~~filings~~future ~~with~~ regulatory ~~health authorities~~matters.

Tariffs imposed and/or publicly contemplated by the U.S. government in 2025, particularly those affecting imports from China, create significant uncertainty with respect to future tax and trade regulations and the potential competitive effects of such actions. Although the countries in which our products are manufactured or imported may from time to time impose additional quotas, duties, tariffs, or other restrictions, or adversely modify existing ones, we have established an auxiliary manufacturing site in Hungary. This strategic initiative helps mitigate our exposure to currently imposed tariffs, particularly those targeting Chinese imports, and limits the overall impact on our operations. Nevertheless, it remains unclear what the U.S. administration or foreign governments specifically will or will not do with respect to tariffs, tax policies, or other international trade agreements, regulations, and policies. A trade war, other governmental actions related to tariffs or international trade agreements, or changes in U.S. or foreign social, political, regulatory and economic conditions—especially as they relate to manufacturing and investment—could still materially adversely affect the Company’s business, financial condition, operating results, and cash flows.

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7. NOTES PAYABLE

Short-term Promissory Notes

On July 23, 2024, the Company issued a promissory note totaling $50,000 to an unaffiliated third party. As of ~~June~~September 30, 2025 and December 31, 2024, the outstanding principal balance on the note was nil and $10,000, respectively. The promissory note accrued total interest of $5,000 and matured on February 1, 2025. Monthly payments of $10,000 were due on the note, beginning September 1, 2024 until January 1, 2025, while the interest payment was due on February 1, 2025. The holder of the promissory note also received 60,000 common stock purchase warrants, which have an exercise price of $0.25 and will expire on August 1, 2028. The warrants, which had an estimated fair value of $6,329, were recorded as a discount on the note payable. The Company estimated the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions:

Expected term (years)	4.0
Volatility	397.3	%
Risk-free interest rate	3.9	%
Dividend yield	0.0	%

On July 4, 2024, the Company entered into a premium finance agreement to finance its insurance policies totaling $129,556. Monthly payments of $12,025 are due on the note, including interest incurred at a rate of 8.8%. The note, which matured on May 4, 2025, had an outstanding balance of nil and $59,255 as of ~~June~~September 30, 2025 and December 31, 2024, respectively.

On July 4, 2025, the Company entered into a premium finance agreement to finance its insurance policies totaling $125,273. Monthly payments of $11,733 are due on the note, including interest incurred at a rate of 8.8%. The note, which matures on May 4, 2026, had an outstanding balance of $91,509 and nil as of September 30, 2025 and December 31, 2024, respectively.

Long-term Promissory Notes

On April 15, 2024, the Company entered into an exchange agreement with a former employee, whereby the former employee agreed to exchange outstanding amounts due to him for deferred compensation in the amount of $81,768 for an $87,162 promissory note dated April 15, 2024. Beginning on May 5, 2024, monthly payments of $2,000 are due on the note until its maturity date. The promissory note, which accrues interest at a rate of 6.0% per annum, matures on May 5, 2028. The total balance of the promissory note was $5953,162 as of ~~June~~September 30, 2025, of which $24,000 is included in “Short-term notes payable” on the unaudited condensed consolidated balance sheets and $3529,162 is included in “Long-term notes payable.” The total principal balance of the promissory note was $71,162 as of December 31, 2024, of which $24,000 is included in “Short-term notes payable” on the condensed consolidated balance sheets and $47,162 is included in “Long-term notes payable.” Total accrued interest on the promissory note was $56,~~409~~267 and $3,424 as of ~~June~~September 30, 2025 and December 31, 2024, respectively.

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The following tables summarize notes payable (in thousands):

	Notes Payable(in thousands)
	June 30,2025			December 31,2024
	September 30, 2025			December 31, 2024
Short-term promissory notes	$	-		$	10
Deferred compensation note		5953			71
Insurance policy financing		-92			59
Debt discount		-			(1	)
Total		59145			139
Less: Current portion of notes payable		(24116	)		(92	)
Total long-term notes payable	$	3529		$	47

Future debt obligations at ~~June~~September 30, 2025 for notes payable are as follows:

Year	Amount (thousands)
2025 (remaining)		1240
2026		2482
2027		23
Total	$	59145

8. CONVERTIBLE DEBT

10% Senior Unsecured Convertible Debenture

On May 17, 2021, the Company issued 10% Senior Unsecured convertible debentures to investors, which matured on May 17, 2024 (the “Maturity Date”). The Company subscribed $1,130,000 of the $1,000 convertible debentures. The terms of the debentures are as follows: 1) the principal amount of some or all of the convertible debentures and accrued interest are convertible into shares of common stock at the holder’s option, at a price of $0.50 per common stock share (the “conversion price”), subject to adjustment in certain events, at any time prior to maturity date; 2) upon successful uplist to a U.S. National Exchange, the note will automatically convert into the uplisting financing; 3) each debenture unit included 1,000 common stock warrants with an exercise price of $0.80 and an expiration date of May 17, 2023; 4) if a Change of Control (as defined in the Convertible Debenture Certificate) occurs prior to the Maturity Date, unless the holder elects in writing to convert the Convertible Debentures into shares of common stock, the Company will repay in cash upon the closing of such Change of Control all outstanding principal and accrued interest under each Convertible Debenture plus a Change of Control premium equal to an additional 3% of the outstanding principal sum under such Convertible Debenture. Prior to the closing of an Change of Control, in lieu of repayment as set forth in the preceding sentence, the holder has the right to elect in writing to convert, effective immediately prior to the effective date of such Change of Control, all outstanding principal and accrued Interest under the Convertible Debentures into shares of common stock at the Conversion Price; 5) Subject to a holder’s option of electing conversion prior to the Redemption Date (as such term is defined below), on or after the date that is 24 months from the Closing Date if the daily volume weighted average trading price of the shares of common stock is $1.50 per share of common stock or more for each trading day over a 30 consecutive trading day period, the Company may, at any time (the “Redemption Date”), at its option, redeem all, or any portion of the Convertible Debentures for either: (i) a cash payment (in the form of a certified cheque or bank draft) that is equal to all outstanding principal and accrued interest under each Convertible Debenture up to the Redemption Date; or (ii) by issuing and delivering shares of common stock to the holders of Convertible Debentures at a deemed price of $0.50 per share of common stock that is equal to all outstanding principal and accrued interest under each Convertible Debenture up to the Redemption Date, or any combination of (i) or (ii), upon not less than 30 days and not more than 60 days prior written notice in the manner provided in the Debenture Certificate, to the holder of Convertible Debentures.

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At ~~June~~September 30, 2025 and December 31, 2024, the balance due on the 10% Senior Secured Convertible Debenture was $1,130,000 and total accrued interest was $~~206~~51,~~225~~980 and $103,960, respectively. After the May 17, 2024 maturity date, the interest rate increased to the default rate of 18.0%. As of ~~June~~September 30, 2025 and December 31, 2024, the balance of the Senior Unsecured Convertible Debenture is included in “Short-term convertible notes payable in default” within the unaudited condensed consolidated balance sheets.

Convertible Promissory Notes

The following table summarizes convertible promissory notes outstanding as of ~~June~~September 30, 2025 and December 31, 2024:

	June 30,2025			December 31,2024
	September 30, 2025			December 31, 2024
Convertible promissory notes	$	~~570~~531		$	330
Unamortized debt issuance costs		(811	)		(3	)
Debt discount		(~~141~~109	)		(196	)
Convertible promissory notes	$	~~421~~411		$	131

1800 Diagonal Lending LLC Notes

On June 11, 2024, the Company entered into a securities purchase agreement and contingently convertible note with Diagonal Lending LLC (“Diagonal Lending”). The convertible note issued to Diagonal Lending had a total principal balance of $100,050 and an original issue discount of $13,050. The note, which accrued total interest of $14,007, matured on April 15, 2025. A payment of $57,029 was due on the note on December 15, 2024. The remaining balance due, including accrued interest, was paid in monthly payments of $14,257 from January 15, 2025 through April 15, 2025.

On July 22, 2024, the Company entered into a securities purchase agreement and contingently convertible note with ~~1800~~ Diagonal Lending ~~LLC~~. The convertible note ~~issued to Diagonal Lending~~ had a total principal balance of $62,100 and an original issue discount of $8,100. The note, which accrued total interest of $8,694, matured on May 30, 2025. A payment of $35,397 was due on the note on January 30, 2025. The remaining balance due, including accrued interest, was paid in monthly payments of $8,849 from February 28, 2025 through May 30, 2025.

On April 1, 2025, the Company entered into a securities purchase agreement and contingently convertible note with Diagonal Lending. The convertible note issued to Diagonal Lending had a total principal balance of $149,500 and an original issue discount of $19,500. The note, which will accrue total interest of $16,445, will mature on January 30, 2026. A payment of $82,973 iswas due and paid on the note on September 30, 2025. The remaining balance due, including accrued interest, will be paid in monthly payments of $20,743 from October 30, 2025 through January 30, 2026. The note may be prepaid at any time without penalty. Any amount of principal or interest on the note which is not paid when due will bear interest at the rate of the lessor of 22% or the maximum permitted by law. The Company may not sell, lease, or otherwise dispose of any significant portion of its assets outside of the ordinary course of business without the express permission of Diagonal Lending. In the event of default, the note will become immediately due and payable in an amount equal to 150.0% times the sum of the then outstanding principal, accrued interest and default interest.

On May 1, 2025, the Company entered into a securities purchase agreement and contingently convertible note with Diagonal Lending (together with the previously issued notes, the “Notes”). The convertible note issued to Diagonal Lending had a total principal balance of $120,750 and an original issue discount of $15,750. The note, which will accrue total interest of $13,282, will mature on February 28, 2026. A payment of $67,016 is due on the note on October 30, 2025. The remaining balance due, including accrued interest, will be paid in monthly payments of $16,754 from November 30, 2025, through February 28, 2026. The note may be prepaid at any time without penalty. Any amount of principal or interest on the note which is not paid when due will bear interest at the rate of the lessor of 22% or the maximum permitted by law. The Company may not sell, lease, or otherwise dispose of any significant portion of its assets outside of the ordinary course of business without the express permission of Diagonal Lending. In the event of default, the note will become immediately due and payable in an amount equal to 150.0% times the sum of the then outstanding principal, accrued interest and default interest.

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In the event of default, the unpaid portion of the Notes and accrued interest is convertible into shares of common stock at a conversion rate equal to the variable conversion price. The variable conversion price is equal to the lowest closing price of our common stock during the ten days prior to the conversion date multiplied by 65.0%. The Company assessed the embedded conversion features and determined that they are not considered clearly and closely related to the host notes and therefore meet the definition of derivatives. Therefore, these embedded conversion features are required to be bifurcated from the note and accounted for separately as a derivative liability. The Company estimated the fair value of the derivative liabilities on the issuance dates of the Notes and recorded them as discounts that net against the convertible notes. The Company is required to remeasure the derivative liabilities to their then fair values at each subsequent balance sheet date, through an adjustment to current earnings (see Note 11 for further details on the Company’s fair value measurement).

At ~~June~~September 30, 2025, the balance due on the Notes was $~~270~~198,~~250~~ 519 and is presented net of total unamortized debt discounts and debt issuance costs of $5231,~~434~~ 382 within “Short-term convertible debt, net of discounts” on the unaudited condensed consolidated balance sheet. At December 31, 2024, the balance due on the Notes was $115,681 and is presented net of total unamortized debt discounts and debt issuance costs of $16,423 within “Short-term convertible debt, net of discounts” on the condensed consolidated balance sheet. Total accrued interest as of ~~June~~September 30, 2025 and December 31, 2024 was $1011,~~244~~ 308 and $7,518, respectively.

Flynn D. Case Living Trust Convertible Note

On October 10, 2024, the Company issued a promissory note totaling $200,000 to Flynn D. Case Living Trust, an unaffiliated third party (the “Holder”). The promissory note had a maturity date of October 10, 2025 and accrued interest at a rate of 12.0% per annum. Monthly payments of $20,000 were due on the note, beginning November 30, 2024 until August 31, 2025, while the interest payment was due on or before October 10, 2025. ~~If not repaid by the maturity date, the unpaid balance of the note accrued interest at a rate of 16.0% per annum.~~ With the Holder’s permission, the promissory note may be prepaid in full or in part without penalty or premium. The Holder also received 667,667 common stock purchase warrants, which have an exercise price of $0.25 and will expire on October 9, 2028. The warrants, which had an estimated fair value of $109,356, were recorded based on relative fair value as a discount on the note payable. The Company estimated the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions:

Expected term (years)	4.0
Volatility	398.8	%
Risk-free interest rate	3.9	%
Dividend yield	0.0	%

On December 5, 2024, the Company amended the payment terms of the convertible promissory note. In accordance with the amended agreement, the note will mature on June 4, 2026, upon which payment of the full principal balance and accrued interest is due. The Holder will have an option to convert the principal and accrued interest due on each payment date to common stock at the following conversion prices:

	·	$75,000 plus interest accrued through June 4, 2025 may be converted at a price equal to the lower of $0.25 or a 25.0% discount on the average 10-day VWAP of the common stock immediately prior to the conversion date;

	·	$75,000 plus interest accrued through December 4, 2025 may be converted at a price equal to the lower of $0.50 or a 20.0% discount on the average of the 10-day VWAP of the common stock immediately prior to the conversion date; and

	·	$50,000 plus interest accrued through June 4, 2026 may be converted at a price equal to the lower of $0.75 or a 15.0% discount on the average of the 10-day VWAP of the common stock immediately prior to the conversion date.

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The Company assessed the embedded conversion features and determined that they are not considered clearly and closely related to the host note and therefore meet the definition of derivatives. Therefore, these embedded conversion features are required to be bifurcated from the note and accounted for separately as a derivative liability. The Company estimated the fair value of the derivative liabilities on the date the amendment was executed and recorded them as discounts that net against the convertible note. The Company is required to remeasure the derivative liabilities to their then fair values at each subsequent balance sheet date, through an adjustment to current earnings (see Note 11 for further details on the Company’s fair value measurement).

AtDuring ~~June~~the nine months ended September 30, 2025, the ~~balance~~Holder ~~due~~converted ~~on the convertible promissory note was~~ $~~200~~75,000 ~~and is presented net~~ of ~~total~~outstanding ~~unamortized~~principal ~~debt~~and ~~discounts of~~ $8913,~~520,~~800 ~~which is included in “Short-term convertible debt, net~~ of ~~discounts”~~accrued oninterest ~~the~~into ~~condensed consolidated balance sheet. At December 31~~498,752 ~~2024,~~shares ~~the balance due on the convertible promissory note was $200,000 and is presented net~~ of ~~total~~common ~~unamortized~~stock ~~debt~~at ~~discounts~~a ofconversion ~~$183,176,~~price of ~~which~~ $~~2,583~~0.18 isper ~~included~~share. inAs ~~“Short-term~~a ~~convertible~~result ~~debt, net~~ of ~~discounts”~~the ~~and $14~~conversion,~~241~~ isthe ~~included~~Company inderecognized ~~“Long-term~~a ~~convertible~~derivative ~~debt,~~liability ~~net~~with ofan ~~discounts”~~estimated onfair ~~the~~value ~~condensed consolidated balance sheet. Total accrued interest as~~ of ~~June 30, 2025 and December 31, 2024 was~~ $1325,~~800 and $1,733, respectively~~913.

At September 30, 2025, the balance due on the convertible promissory note was $125,000 and is presented net of total unamortized debt discounts of $49,470, which is included in “Short-term convertible debt, net of discounts” on the unaudited condensed consolidated balance sheet. At December 31, 2024, the balance due on the convertible promissory note was $200,000 and is presented net of total unamortized debt discounts of $183,176, of which $2,583 is included in “Short-term convertible debt, net of discounts” and $14,241 is included in “Long-term convertible debt, net of discounts” on the condensed consolidated balance sheet. Total accrued interest as of September 30, 2025 and December 31, 2024 was $3,858 and $1,733, respectively.

Labrys Fund II Convertible Note

On August 27, 2025, the Company issued a promissory note totaling $107,800 to Labrys Fund II, L.P. (“Labrys”), an unaffiliated institutional investor. The note was issued at a purchase price of $98,000, reflecting an original issue discount of $9,800, and bears total interest of $10,780. The note matures on August 27, 2026. The note is unsecured and may not be prepaid except as provided in its terms. In the event of default, unpaid amounts bear interest at the lesser of 15.0% per annum or the maximum rate permitted by law.

Labrys may convert all or any portion of the outstanding principal and accrued interest upon the occurrence of an event of default or missed amortization payment at a conversion price equal to 75% of the average of the two lowest closing prices of the Company’s common stock during the ten trading days preceding the conversion date, subject to customary adjustments.

A payment of $59,290 is due on the note on February 27, 2026. The remaining balance due, including accrued interest, will be paid in monthly payments of $9,882 from March 27, 2026 through August 27, 2026. As of September 30, 2025, the note remained outstanding in full and is included within “Short-term convertible notes payable” on the unaudited condensed consolidated balance sheets.

Auctus Convertible Note

On December 17, 2019, the Company entered into a securities purchase agreement and convertible note with Auctus Fund, LLC (“Auctus’). The convertible note issued to Auctus was for a total of $2.4 million. The note may not have been prepaid in whole or in part except as otherwise explicitly allowed. Any amount of principal or interest on the note which was not paid when due shall bore interest at the rate of the lessor of 24% or the maximum permitted by law (the “default interest”). The variable conversion prices equaled the lesser of: (i) the lowest trading price on the issue date, and (ii) the variable conversion price. The variable conversion price was 95% multiplied by the market price (the market price means the average of the five lowest trading prices during the period beginning on the issue date and ending on the maturity date), minus $0.04 per share, provided however that in no event could the variable conversion price be less than $0.15. If an event of default under this note occurred and/or the note was not extinguished in its entirety prior to December 17, 2020, the $0.15 price floor no longer applied.

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On September 1, 2022, the Company agreed to exchange certain debt and equity owned by Auctus pursuant to an Exchange Agreement between the Company and Auctus (the “Exchange Agreement”). Immediately prior to the Exchange Agreement, Auctus held $1,228,183 of debt, including an early prepayment penalty of $350,000, default premiums of $281,256, and $91,555 in interest payable. Auctus agreed to reduce the amount owed to $710,911 and to revert the May 27, 2020 note to its original term. Additionally, Auctus agreed to exchange 8,775,000 warrants that were priced between $0.15 and $0.20 and the $350,000 prepayment penalty for 3,900,000 shares of common stock, warrants to purchase 3,900,000 shares of common stock at $0.50 per share and warrants to purchase 3,900,000 shares of common stock at $0.65 per share (the “Exchange”). As a result of the Exchange Agreement, Auctus forgave a default penalty of $225,444. Following the Exchange and Repayment, the Company will make payments to Auctus in four installments, over an 18-month period. During 2024, Auctus agreed to apply the payments to the principal portion of the debt before applying the funds to the accrued interest. As a result, management has reclassified a portion of the current and prior period outstanding debt to the accrued interest.

The total outstanding balance of the convertible note was $15,000 as of ~~June~~September 30, 2025 and December 31, 2024. ~~The~~and ~~balance~~are is included within “Short-term convertible ~~debt~~notes payable” on the unaudited condensed consolidated balance sheets. Total accrued interest on the Auctus convertible note was $117,~~167~~ 550 and $116,412 as of ~~June~~September 30, 2025 and December 31, 2024, respectively.

Other Convertible Promissory Notes

On May 2, 2025, the Company issued a promissory note totaling $75,000 to an unaffiliated third party, which remained outstanding as of September 30, 2025. The promissory note, which matures on May 2, 2026, accrues interest at a rate of 12.0% per annum. In the event of default, the promissory note accrues interest at the default rate of 15.0% per annum. The principal balance and all accrued and unpaid interest are due at maturity. On the maturity date, the Company may give the holder of the promissory note the option of converting the balance to common shares at a conversion rate of $0.20 per share. The holder of the promissory note also received 75,000 common stock purchase warrants, which have an exercise price of $0.20 and will expire on May 1, 2028. The warrants, which are classified as equity under ASC 815-40 and had an estimated fair value of $7,072, were valued using the Black-Scholes option pricing model and allocated a portion of the proceeds from the note based on their relative fair value. The warrants were recorded as additional paid-in capital with ana ~~offsetting~~corresponding discount on the note payable. As of ~~June~~September 30, 2025, the unamortized discount and accrued interest on the promissory note was $54,~~929~~ 146 and $13,~~455~~723, respectively.

33On ~~Table~~May 22, 2025, the Company issued a promissory note totaling $10,000 to an unaffiliated third party, which remained outstanding as of ~~Contents~~September 30, 2025. The promissory note, which matures on May 22, 2026, accrues interest at a rate of 12.0% per annum. In the event of default, the promissory note accrues interest at the default rate of 15.0% per annum. The principal balance and all accrued and unpaid interest are due at maturity. On the maturity date, the Company may give the holder of the promissory note the option of converting the balance to common shares at a conversion rate of $0.20 per share. The holder of the promissory note also received 10,000 common stock purchase warrants, which have an exercise price of $0.20 and will expire on May 21, 2028. The warrants, which are classified as equity under ASC 815-40 and had an estimated fair value of $1,134, were valued using the Black-Scholes option pricing model and allocated a portion of the proceeds from the note based on their relative fair value. The warrants were recorded as additional paid-in capital with a corresponding discount on the note payable. As of September 30, 2025, the unamortized discount and accrued interest on the promissory note was $727 and $431, respectively.

On May 22, 2025, the Company issued a promissory note totaling $10,000 to an unaffiliated third party. The promissory note, which matures on May 22, 2026, accrues interest at a rate of 12.0% per annum. In the event of default, the promissory note accrues interest at the default rate of 15.0% per annum. The principal balance and all accrued and unpaid interest are due at maturity. On the maturity date, the Company may give the holder of the promissory note the option of converting the balance to common shares at a conversion rate of $0.20 per share. The holder of the promissory note also received 10,000 common stock purchase warrants, which have an exercise price of $0.20 and will expire on May 21, 2028. The warrants, which are classified as equity under ASC 815-40 ~~and~~Table ~~had an estimated fair value~~ of $1,134, were recorded as additional paid-in capital with an offsetting discount on the note payable. As of June 30, 2025, the unamortized discount and accrued interest on the promissory note was $1,013 and $128, respectively. Contents

9. RELATED PARTY DEBT

Short-Term Notes Payable Due to Related Parties

During the year ended December 31, 2024, the Company issued promissory notes totaling $75,000 to members of the Board of Directors. The promissory notes accrued interest at a rate of 9.0%. The holders of the promissory notes also received 75,000 common stock purchase warrants, which have exercise prices of $0.25 and will expire four years after issuance. The warrants, which are classified as equity under ASC 815-40 and had an estimated fair value of $8,800, were recorded as a discount on the notes payable. The Company estimated the fair value of the warrants using the Black-Scholes option pricing model with the following weighted-average assumptions:

Expected term (years)	4.0
Volatility	397.13	%
Risk-free interest rate	3.9	%
Dividend yield	0.0	%

~~During~~On ~~the~~August ~~six months ended June 30~~21, 2025, the Company entered into an exchange ~~agreements~~agreement with ~~two~~Mr. ~~members~~Alan Grujic, a member of the Board of Directors, to exchange $5025,000 of notes payable and ~~accrued interest of~~ $2,~~602~~379 of accrued interest for ~~526~~152,~~014~~108 shares of common stock and ~~526~~ 152,~~014~~ 108 warrants to purchase up to ~~526~~ 152,~~014~~ 108 shares of common stock. The warrants, which were immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.13 25 per share. During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company recorded a loss on extinguishment of debt of $3155,~~928~~ 523 for the exchange ~~agreements~~agreement, equal to the excess of fair value of the common stock and warrants over the value of the debt and accrued interest. The fair value of the warrants was estimated using the Black-Scholes valuation model, with the following assumptions:

Expected term (years)	4.0
Volatility	190.4	%
Risk-free interest rate	3.6	%
Dividend yield	0.0	%

During the nine months ended September 30, 2025, the Company entered into exchange agreements with members of the Board of Directors to exchange $50,000 of notes payable and accrued interest of $2,602 for 526,014 shares of common stock and 526,014 warrants to purchase up to 526,014 shares of common stock. The warrants, which were immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.13 per share. During the nine months ended September 30, 2025, the Company recorded a loss on extinguishment of debt of $31,928 for the exchange agreements, equal to the excess of fair value of the common stock and warrants over the value of the debt and accrued interest. The fair value of the warrants was estimated using the Black-Scholes valuation model, with the following assumptions:

Expected term (years)	4.0
Volatility	191.5	%
Risk-free interest rate	4.0	%
Dividend yield	0.0	%

34The ~~Table~~outstanding principal and associated debt discounts as of ~~Contents~~September 30, 2025 and December 31, 2024 are presented below (in thousands):

The outstanding principal and associated debt discounts as of June 30, 2025 and December 31, 2024 are presented below (in thousands):

	Short-Term Notes Payable Due to Related Parties
	September 30, 2025		December 31, 2024
Short-term promissory notes	$	-	$	75
Debt discount		-		(5	)
Short-term notes payable due to related parties	$	-	$	70

	Short-Term Notes PayableDue to Related Parties
	June 30,2025		December 31,2024
Short-term promissory notes	$	25	$	75
Debt discount		-		(5	)
Short-term notes payable due to related parties	$	25	$	70

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~~Current Portion of~~ Long-Term ~~Debt,~~Notes Payable Due to Related Parties

OnExecutive ~~July~~Deferred ~~14,~~Compensation ~~2018,~~Notes the Company entered into an exchange agreement with Dr. Faupel, whereby Dr. Faupel agreed to exchange outstanding amounts due to him for loans, interest, bonus, salary and vacation pay in the amount of $660,895 for a $207,111 promissory note dated September 4, 2018. On July 20, 2018, the Company entered into an exchange agreement with Dr. Cartwright, whereby Dr. Cartwright agreed to exchange outstanding amounts due to him for loans, interest, bonus, salary and vacation pay in the amount of $1,621,499 for a $319,000 promissory note dated September 4, 2018 that incurs interest at a rate of 6.0% per annum.Payable

On July 2414 and July 20, ~~2019~~2018, the Company entered into exchange agreements with Dr. Mark Faupel and MrDr. Gene Cartwright, ~~agreed~~the toCompany’s anformer ~~addendum~~Chief toExecutive ~~the~~Officer, ~~debt~~to ~~restructuring~~settle ~~exchange~~outstanding ~~agreement.~~amounts ~~Pursuant~~due tofor ~~this~~loans, ~~modification~~interest, ~~Dr.~~bonuses, ~~Faupel~~salary, and ~~Mr.~~vacation ~~Cartwright~~pay ~~agreed~~totaling to$2,282,394. ~~extend~~In exchange, the ~~note~~Company issued promissory notes dated September 4, 2018, for $207,111 to beDr. ~~due~~Faupel inand ~~full~~$319,000 onto ~~the~~Dr. ~~third~~Cartwright, ~~anniversary~~bearing ofinterest ~~that~~at ~~agreement~~6.0% per annum.

On ~~February~~July 1924, ~~2021~~2019, the ~~Company~~parties ~~entered~~agreed ~~into~~to ~~new~~extend ~~promissory notes replacing~~ the ~~original notes from September 4, 2018, with Mark Faupel and Gene Cartwright. For Dr. Cartwright the principal amount on the new note was $267,085, the~~ maturity ~~date~~of ~~was~~these ~~February~~notes ~~18,~~to ~~2023, and~~ the ~~interest~~third ~~rate~~anniversary ~~was 6.0%.~~of ~~For Dr. Faupel~~ the ~~principal~~modification ~~amount on the new note was $153,178, the maturity~~ date ~~was February 18, 2023, and the interest rate was 6~~.~~0%. Additionally, the Company exchanged $100,000 and $85,000 of the balances owed to Dr. Cartwright and Dr. Faupel for 100 and 85 shares of Series F-2 Preferred Stock, respectively.~~

On February 1819, ~~2023~~2021, the Company ~~amended~~replaced the ~~terms~~2018 ofnotes ~~the~~with new promissory notes ~~held~~totaling by$420,263 ~~Mark~~($267,085 ~~Faupel~~to ~~and~~Dr. ~~Gene~~ Cartwright. ~~Under~~and ~~the~~$153,178 ~~terms~~to ofDr. ~~the~~Faupel) ~~new~~bearing ~~agreements,~~6.0% ~~the~~interest ~~promissory~~and ~~notes~~maturing ~~matured~~ on February 18, ~~2025~~2023. OnIn ~~March~~connection 7,with ~~2025~~this exchange, the Company ~~amended~~also ~~the~~converted ~~terms~~$185,000 of ~~the~~amounts ~~promissory~~owed ~~note~~into ~~held~~185 byshares ~~Mark Faupel. Under the terms~~ of ~~the~~Series ~~new~~F-2 ~~agreement,~~Preferred ~~the~~Stock ~~promissory~~(100 ~~note~~shares ~~will mature on February 18, 2026. The balance owed~~ to MrDr. Cartwright ~~was~~and ~~overdue~~85 asshares ofto ~~June 30, 2025~~Dr. Faupel).

35On ~~Table~~February 18, 2023, the Company amended and extended both promissory notes to mature on February 18, 2025. On March 7, 2025, the Company amended the terms of ~~Contents~~the promissory note held by Mark Faupel. Under the terms of the new agreement, the promissory note will mature on February 18, 2026. The balance owed to Mr. Cartwright was overdue as of September 30, 2025.

On August 27, 2025, the Company entered into an agreement with Dr. Faupel to exchange $25,000 of note principal for 138,889 shares of common stock and 138,889 warrants to purchase up to 138,889 shares of common stock. The warrants, which were immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.25 per share. During the nine months ended September 30, 2025, the Company recorded a loss on extinguishment of debt of $50,697 for the exchange agreement, equal to the excess of fair value of the common stock and warrants over the value of the debt. The fair value of the warrants was estimated using the Black-Scholes valuation model, with the following assumptions:

Expected term (years)	4.0
Volatility	190.4	%
Risk-free interest rate	3.6	%
Dividend yield	0.0	%

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The tables below summarize the outstanding balance of debt owed to Dr. Faupel and Dr. Cartwright (in thousands):

For Dr. Faupel:
Salary	$	134
Bonus		20
Vacation		95
Interest on compensation		67
Loans to Company		196
Interest on loans		149
Total outstanding prior to exchange		661
Amount forgiven in prior years		(454	)
Amount exchanged for Series F-2 Preferred Stock		(85	)
Total interest accrued through December 31, 2024		67
Balance outstanding at December 31, 2024	$	189
Interest accrued through June 30, 2025		4
Interest accrued through September 30, 2025		6
Balance outstanding at June 30, 2025	$	193
Amount exchanged for common stock and warrants		(25	)
For Dr.Cartwright
Balance outstanding at September 30, 2025	$	170
Salary	$	337
Bonus		675
Loans to Company		528
Interest on loans		81
Total outstanding prior to exchange		1,621
Amount forgiven in prior years		(1,302	)
Amount exchanged for Series F-2 Preferred Stock		(100	)
Total interest accrued through December 31, 2024		108
Payments on outstanding debt		(25	)
Balance outstanding at December 31, 2024	$	302
Interest accrued through June 30, 2025		7
Balance outstanding at June 30, 2025	$	309

For Dr. Cartwright

Salary	$	337
Bonus		675
Loans to Company		528
Interest on loans		81
Total outstanding prior to exchange		1,621

Amount forgiven in prior years		(1,302	)
Amount exchanged for Series F-2 Preferred Stock		(100	)
Total interest accrued through December 31, 2024		108
Payments on outstanding debt		(25	)
Balance outstanding at December 31, 2024	$	302

Interest accrued through September 30, 2025		11
Balance outstanding at September 30, 2025	$	313

On March 22, 2021, the Company entered into an exchange agreement with Richard Fowler, a former executive of the Company. As of December 31, 2020, the Company owed Mr. Fowler $546,214 ($412,624 in deferred salary and $133,590 in accrued interest). The Company exchanged $50,000 of the amount owed of $546,214 for 50 shares of Series F-2 Preferred Stock (convertible into 200,000 shares of common stock), and a $150,000 unsecured note. The note accrues interest at the rate of 6.0% (18.0% in the event of default) beginning on March 22, 2022 and is payable in monthly installments of $3,600 for four years, with the first payment due on March 15, 2022. The effective interest rate of the note is 6.18%.

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, Mr. Fowler forgave $15,~~381~~ 118 and $3146,~~018~~ 136 of the outstanding balance of deferred compensation, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, Mr. Fowler forgave $16,~~401~~145 and $3349,~~060~~205 of the outstanding balance of deferred compensation, respectively. As of ~~June~~September 30, 2025, Mr. Fowler may forgive up to $3318,~~223~~ 105 of the remaining deferred compensation if the Company complies with the repayment plan described above. The reductions in the outstanding balance met the criteria for troubled debt. The basic criteria are that the borrower is troubled, i.e., they are having financial difficulties, and a concession is granted by the creditor. As of ~~June~~September 30, 2025, the outstanding principal amount owed on the note was $2313,~~459~~011, which is included in “Current portion of long-term debt, related parties” in the unaudited condensed consolidated balance sheet. As of December 31, 2024, the outstanding principal amount owed on the note was $43,895, of which $41,489 is included in “Current portion of long-term debt, related parties” and $2,406 is included in “Long-term debt, related parties” in the condensed consolidated balance sheet.

3643 Table of Contents

~~Future~~Other ~~debt~~Notes ~~obligations~~Payable atIssued ~~June 30, 2025 for debt owed~~ to ~~related~~Related ~~parties are as follows:~~Parties

Year	Amount(in thousands)
2025 (remaining)		330
2026		195
Total	$	525

On September 25, 2025, the Company issued a $160,000 contingently convertible promissory note to Dr. John Imhoff. The note bears simple interest at 10% per annum and matures on February 28, 2027. Beginning on November 30, 2025, the Company is required to make monthly payments of $10,000 plus accrued interest until the note matures on February 28, 2027.

If the Company fails to make any required monthly payment, the holder may elect to convert the unpaid balance (including accrued interest) into shares of common stock at a conversion price of $0.07 per share if the 10-day VWAP is below $0.50, or $0.14 per share if the 10-day VWAP is $0.50 or higher. If the holder does not elect conversion within five business days of the missed payment, the unpaid balance continues to accrue interest at 10% and remains payable.

The Company may prepay the note at any time without penalty with the holder’s written consent. As of September 30, 2025, no payments or conversions had occurred, and the full principal balance of $160,000 remained outstanding.

The following tables summarize long-term notes payable due to related parties:

	Notes Payable Due to Related Parties (in thousands)
	September 30, 2025			December 31, 2024
Executive deferred compensation notes	$	496		$	534
Contingently convertible promissory note		160			-
Total		656			534

Less: Current portion of notes payable due to related parties		(606	)		(532	)
Total long-term notes payable due to related parties	$	50		$	2

Future debt obligations at September 30, 2025 for debt owed to related parties are as follows:

Year	Amount (in thousands)

2025 (remaining)		344
2026		292
2027		20
Total	$	656

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10. INCOME (LOSS) PER SHARE OF COMMON STOCK

Basic net income (loss) per share attributable to common stockholders, amounts are computed by dividing the net income (loss) plus preferred stock dividends and deemed dividends on preferred stock by the weighted average number of shares outstanding during the year.

Diluted net income (loss) per share attributable to common stockholders amounts are computed by dividing the net income (loss) plus preferred stock dividends, deemed dividends on preferred stock, after-tax interest on convertible debt and convertible dividends by the weighted average number of shares outstanding during the year, plus Series C-1, Series DC-1, Series EC-2, Series F and Series F-2 convertible preferred stock, convertible debt, convertible preferred dividends, warrants and stock options convertible into common stock shares.

During a period of net loss, basic and diluted earnings per share are the same as the assumed exercise of warrants and the conversion of convertible debt and preferred stock are anti-dilutive. For the ~~six~~three and nine months ended ~~June~~September 30, 2025 and 2024, all stock options, convertible preferred stock, convertible debt and warrants were anti-dilutive and were therefore excluded from the computation of diluted loss per share. At ~~June~~September 30, 2025 and 2024, these instruments were convertible into 5552,~~565~~495,~~088~~ 555 and 5357,~~674~~954,~~649~~585 common shares, respectively.

The following table sets forth pertinent data relating to the computation of basic and diluted net loss per share attributable to common shareholders (in thousands, except for per-share data):

	Six Months Ended June 30,
	September 30,
	2025			2024
Net loss attributable to common stockholders		(12,~~319~~104	)		(1,~~199~~891	)
Basic weighted average number of shares outstanding		7376,~~594~~353			55,~~368~~929
Net loss per share attributable to common stockholders (basic)		(0.02	)		(0.02	)
Net loss attributable to common stockholders per share (basic)		(0.03	)		(0.03	)
Diluted weighted average number of shares outstanding		7376,~~594~~353			55,~~368~~929
Net loss per share attributable to common stockholders (diluted)		(0.02	)		(0.02	)
Net loss attributable to common stockholders per share (diluted)		(0.03	)		(0.03	)

11. FAIR VALUE MEASUREMENTS

The convertible notes payable derivative liabilities are considered Level 3 measurements, due to the significant unobservable inputs in the valuation, which are based on a forecast of the Company’s future stock performance and, as the note payable is contingently convertible upon an event of default, management’s estimate of the likelihood and timing of conversion.

37Management ~~Table~~utilized a pricing model simulation based on the terms of ~~Contents~~the bifurcated conversion features, which projects potential future stock prices using the Company’s historical volatility. The model estimates a variable conversion price as of an assumed future conversion date, based on management’s best estimate of the timing and probability of conversion.

Based on the terms and provisions of the convertible notes payable, management built a pricing simulation that predicts the Company’s future stock prices using historical volatility. Our model is designed to utilize the Company’s best estimates of the timing and likelihood of a conversion of the notes payable to calculate the variable conversion price as of the future conversion date.

The key inputs to the valuation model that was utilized to estimate the fair value of the bifurcated conversion option included:

· The forecasted future stock prices were determined using historical stock prices and the Company’s equity volatility. · The expected conversion price was determined using the forecast and the contractual ~~terms~~term of the convertible note ~~agreements~~agreement. · The probability of an event of default and timing of ~~potential~~a ~~conversions~~future conversion are based on management’s best estimate of the future ~~settlements~~settlement of the convertible ~~notes~~note.

~~The~~45 ~~following~~Table ~~tables presents the fair value~~ of ~~the bifurcated conversion options as of June 30, 2025 and December 31, 2024:~~ Contents

	Fair Value at June 30, 2025
	Level 1		Level 2		Level 3		Total
Derivative liability/bifurcated conversion options in connection with convertible promissory notes	$	-	$	-	$	60	$	60
Total short-term liabilities at fair value	$	-	$	-	$	60	$	60

The following tables present the fair value of the bifurcated conversion options as of September 30, 2025 and December 31, 2024:

	Fair Value at December 31, 2024 (in thousands)
	Fair Value at September 30, 2025 (in thousands)
	Level 1		Level 2		Level 3		Total
Derivative liability/bifurcated conversion options in connection with convertible promissory notes	$	-	$	-	$	~~118~~79	$	~~118~~79
Total short-term liabilities at fair value	$	-	$	-	$	118	$	118
Total derivative liabilities at fair value	$	-	$	-	$	79	$	79

Derivative financial instruments and changes thereto recorded in the six months ended June 30, 2025 and 2024 include the following:

	Fair Value at December 31, 2024 (in thousands)
	Level 1		Level 2		Level 3		Total

Derivative liability/bifurcated conversion options in connection with convertible promissory notes	$	-	$	-	$	118	$	118

Total derivative liabilities at fair value	$	-	$	-	$	118	$	118

	Six Months Ended June 30,
	2025			2024
Fair value, beginning of period	$	118		$	-
Inception of derivative liability		25			5
Change in fair value of beneficial conversion features		(83	)		7
Fair value, end of period	$	60		$	12

Derivative financial instruments and changes thereto recorded in the three and nine months ended September 30, 2025 and 2024 include the following:

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	Three Months Ended September 30,
	2025			2024

Fair value, beginning of period	$	60		$	13
Inception of derivative liability		8			6
Settlements (upon conversion)		(26	)		-
Change in fair value of beneficial conversion features		37			1

Fair value, end of period	$	79		$	20

	Nine Months Ended September 30,
	2025			2024

Fair value, beginning of period	$	118		$	-
Inception of derivative liability		33			12
Settlements (upon conversion)		(26	)		-
Change in fair value of beneficial conversion features		(46	)		8

Fair value, end of period	$	79		$	20

12. SEGMENT REPORTING

The Company is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment. The Company’s principal decision maker is the Chief Executive Officer and acting Chief Financial Officer. Management believes that its business operates as one reportable segment because: a) the Company measures profit and loss as a whole; b) the principal decision maker does not review information based on any operating segment; c) the Company does not maintain discrete financial information on any specific segment; d) the Company has not chosen to organize its business around different products and services, and e) the Company has not chosen to organize its business around geographic areas. Since the Company operates as one operating segment, financial segment information, including profit or loss and asset information, can be found in the consolidated financial statements.

13. SUBSEQUENT EVENTS

~~Subsequent~~On toOctober ~~June 30~~3, 2025, the Company ~~permitted~~entered ~~the~~into ~~holder~~a ofsecurities ~~the~~purchase ~~Flynn~~agreement Dand contingent convertible note with Diagonal Lending. ~~Case~~The ~~Living~~convertible ~~Trust~~note, ~~promissory~~which ~~notes~~had toa ~~convert~~total principal balance of $75123,~~000~~050 and an original issue discount of ~~principal~~$16,050, ~~and~~will accrue total interest of $1314,~~800~~766 and will mature on July 30, 2026. A payment of $68,908 is due on the note on March 30, 2026. The remaining balance due, including accrued interest, ~~outstanding~~will ~~into~~be ~~498,752~~paid ~~shares~~in monthly installments of ~~common~~$17,227 from ~~stock.~~April 30, 2026 through July 30, 2026.

Subsequent to ~~June~~September 30, 2025, the Company ~~issued~~received ~~813~~cash proceeds of approximately $200,~~916~~000 ~~shares~~in connection with an ongoing private placement offering (the “Offering”). Each unit under the Offering consists of one share of common stock, ~~for~~one ~~payment~~three-year warrant to purchase one share of ~~interest~~common onstock at an exercise price of $0.26 per share, and one four-year warrant to purchase one share of common stock at an exercise price of $0.52 per share. The units are being sold at a price of $0.19 per unit. As of the ~~10%~~date ~~unsecured~~of ~~senior~~this ~~convertible~~filing, ~~debentures~~the proceeds have been received but the related shares and warrants have not yet been issued. The Company expects to complete the issuance of the related securities in the fourth quarter of 2025.

On46 ~~July~~Table 30, 2025, the Company entered into the First Amendment to the Consulting Agreement with Ironstone. The amended agreement extended the agreement through January 31, 2026. All other terms and conditions of ~~the original agreement remain unchanged.~~Contents

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act), which provides a “safe harbor” for forward-looking statements made by us. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends, and other information, may be forward-looking statements. Words such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future,” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates, and projections will occur or can be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including those that may be set forth under "Risk Factors" below and elsewhere in this report, as well as in our annual report on Form 10-K for the year ended December 31, 2024 and this quarterly report on Form 10-Q. Examples of these uncertainties and risks include, but are not limited to:

· access to sufficient debt or equity capital to meet our operating and financial needs; · the extent of dilution of the holdings of our existing stockholders upon the issuance, conversion or exercise of securities issued as part of our capital raising efforts; · the extent to which certain debt holders may call the notes to be paid; · the effectiveness and ultimate market acceptance of our products and our ability to generate sufficient sales revenues to sustain our growth and strategy plans; · whether our products in development will prove safe, feasible and effective; · whether and when we or any potential strategic partners will obtain required regulatory approvals in the markets in which we plan to operate; · our need to achieve manufacturing scale-up in a timely manner, and our need to provide for the efficient manufacturing of sufficient quantities of our products; · the lack of immediate alternate sources of supply for some critical components of our products; · our ability to establish and protect the proprietary information on which we base our products, including our patent and intellectual property position; · The impact of the conflict between Russia and Ukraine on economic conditions in general and on our business operations; · the need to fully develop the marketing, distribution, customer service and technical support and other functions critical to the success of our product lines; · results related with the termination of the license agreement with SMI and potential partnership agreement with other parties; · the dependence on potential strategic partners or outside investors for funding, development assistance, clinical trials, distribution and marketing of some of our products; ~~· the potential for adverse effects on our operations, supply chain,~~ and ~~cost structure resulting from tariffs, trade restrictions, or other international trade policies; and~~ · other risks and uncertainties described from time to time in our reports filed with the SEC.

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These forward-looking statements reflect our management’s beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this filing and are subject to risks and uncertainties. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Forward-looking statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

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The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this report.

OVERVIEW

We are a medical technology company focused on developing innovative medical devices that have the potential to improve healthcare. Our primary focus is the sales and marketing of our LuViva® Advanced Cervical Scan non-invasive cervical cancer detection device. The underlying technology of LuViva primarily relates to the use of biophotonics for the non-invasive detection of cancers. LuViva is designed to identify cervical cancers and precancers painlessly, non-invasively and at the point of care by scanning the cervix with light, then analyzing the reflected and fluorescent light.

LuViva provides a less invasive and painless alternative to conventional tests for cervical cancer screening and detection. Additionally, LuViva improves patient well-being not only because it eliminates pain, but also because it is convenient to use and provides rapid results at the point of care. We focus on two primary applications for LuViva: first, as a cancer screening tool in the developing world, where infrastructure to support traditional cancer-screening methods is limited or non-existent, and second, as a triage following traditional screening in the developed world, where a high number of false positive results cause a high rate of unnecessary and ultimately costly follow-up tests.

We are a Delaware corporation, originally incorporated in 1992 under the name “SpectRx, Inc.” and, on February 22, 2008, changed our name to Guided Therapeutics, Inc. At the same time, we renamed our wholly owned subsidiary, InterScan, which originally had been incorporated as “Guided Therapeutics.”

Since our inception, we have raised capital through the public and private sale of debt and equity, funding from collaborative arrangements, and grants.

Our prospects must be considered in light of the substantial risks, expenses and difficulties encountered by entrants into the medical device industry. This industry is characterized by an increasing number of participants, intense competition and a high failure rate. We have experienced operating losses since our inception in 1992 as SpectRx, Inc. and, as of ~~June~~September 30, 2025, we have an accumulated deficit of approximately $155.08 million. To date, we have engaged primarily in research and development efforts and the early stages of marketing our products. We do not have significant experience in manufacturing, marketing or selling our products. We may not be successful in growing sales for our products. Moreover, required regulatory clearances or approvals may not be obtained in a timely manner, or at all. Our products may not ever gain market acceptance and we may not ever generate significant revenues or achieve profitability. The development and commercialization of our products requires substantial development, regulatory, sales and marketing, manufacturing and other expenditures. We expect our operating losses to continue for the foreseeable future as we continue to expend substantial resources to complete commercialization of our products, obtain regulatory clearances or approvals, build our marketing, sales, manufacturing and finance capabilities, and conduct further research and development.

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Our product revenues to date have been limited. Our historical and expected future revenue has been and will be derived from sales of LuViva devices and disposables.

Current Demand for LuViva

Based on written agreements and ongoing discussions with SMI and its Chinese partners, we currently hold and expect to generate additional purchase orders which we expect to result in actual sales of approximately $21.0 million within the next twelve months. We cannot be assured that we will generate all or any of these additional purchase orders, or that existing orders will not be canceled by the distributors or that parts to build product will be available to meet demand, such that existing orders will result in actual sales, in part because demand for LuViva is contingent upon Chinese regulatory approval which has not yet been achieved. Because we have a short history of sales of our products, we cannot confidently predict future sales of our products beyond this time frame and cannot be assured of any particular number of sales. Accordingly, we have not identified any particular trends with regard to sales of our products. In order to increase demand for LuViva, we are focused on three primary markets: the United States, China and Europe. In addition, we have recently received sales orders from Turkey and Indonesia, for which we have received the necessary regulatory approvals and are preparing to fulfill. These orders are expected to result in approximately $200,000 in revenue for 2025. When combined with sales to our Chinese partner, these constitute what we view as the current demand for our products.

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In the United States, the Company is actively pursuing FDA approval by conducting a clinical trial involving approximately 400 study participants, with the exact number depending in part on the numbers of women in the study both with and without cervical disease. The study protocol was drafted with input from FDA and physicians at the clinical centers that are participating in the study. In 2023, FDA completed its review of the protocol and had no further recommendations or questions. Also in 2023, four clinical sites agreed to participate in the study and all four of the study sites were fully IRB approved. The protocol was also approved by an independent, nationally recognized institutional review board. All four sites have received LuViva devices and were trained in their use. All four sites have undergone multiple clinical study monitoring visits by the Company’s clinical study monitors. Clinical study monitoring visits are required by FDA to ensure that the study is being conducted under FDA guidelines and in compliance with the study protocol.

On August 13, 2025 the Company announced that it had surpassed the minimum number of enrolled subjects, both for each individual site and for the entire study. Based on this achievement, data analysis has begun. The initial analysis will focus on determining the number of study subjects with and without significant cervical disease to ensure that adequate numbers of both have been enrolled and tested. While this is occurring, study site close-out and monitoring visits are being scheduled. Below is a summary of the status of the study:

1. As of ~~August~~November 1, 2025, approximately ~~430~~460 patients have been enrolled and tested, which is above the target minimum number needed to file the application with the FDA. Analysis of these data indicate that enough women both with and without cervical disease have been enrolled and tested. 2. There have not been any adverse events reported related to the use of LuViva. 3. All four monitored clinical study sites adhered to the study protocol and have completed the necessary case report forms according to FDA standards. 4. Two of the four clinical sites have completed close-out monitoring visits. Study supplies and LuViva devices have been retrieved from these sites. The remaining two sites are expected to complete their close out monitoring visits in November, 2025.

~~Based~~49 onTable ~~current~~of and expected enrollment rates, we expect the study to be completed in 2025, depending in part by how many women are diagnosed with cervical disease. However, there can be no assurance that the study will progress and be completed within the expected timeframe, or ever.Contents

~~Regarding~~We ~~international~~expect ~~sales efforts, our focus has been on achieving regulatory approval to sell LuViva in China. Our Chinese partner, SMI, filed~~ the ~~application~~study ~~with NMPA for approval of LuViva as a Class 3 medical device in China on October 16, 2024. The results for the 449 women tested by LuViva were better than required by NMPA with a sensitivity of 83%~~ and adata ~~specificity~~analysis ofto ~~54%.~~be ~~There~~completed ~~were no adverse events reported during the use of LuViva~~ in ~~the study, adding further evidence as to the safety of the technology~~2025. ~~The NMPA application was accepted as complete and is under review. SMI has informed us that a mandatory inspection of their manufacturing site has been scheduled for October of 2025~~However, ~~which is consistent with NMPA approval later this year, although~~ there can be no assurance that ~~NMPA~~the ~~approval~~study will ~~occur~~progress and be completed within the ~~projected~~expected ~~time frame~~timeframe, or ever.

~~GTI~~Regarding international sales efforts, our focus has ~~contracted~~been on achieving regulatory approval to ~~supply~~sell LuViva in China. Our Chinese partner, SMI, filed the application with NMPA for approval of LuViva as a ~~separate~~Class ~~Chinese~~3 medical device ~~distributor,~~in ~~Hangzhou~~China ~~Dongye~~on ~~Medical~~October ~~Technology Company~~16, ~~Ltd~~2024. ~~(“HDMT”).~~ The ~~purchase~~results ~~order~~for ~~from~~the ~~HDMT~~449 iswomen ~~for~~tested 35by LuViva ~~devices~~were better than required by NMPA with a sensitivity of 83% and ~~total~~a ~~payments~~specificity of ~~$700~~54%. There were no adverse events reported during the use of LuViva in the study,~~000~~ adding further evidence as to ~~GTI~~the safety of the technology. ~~Payments~~ The NMPA application was accepted as complete and is under review. SMI has informed us that a mandatory inspection of ~~$100~~their manufacturing site has delayed until of 2026,~~000~~ ~~have~~which ~~been~~is ~~received~~consistent ~~and~~with NMPA approval in the first ~~three~~half ~~devices~~of ~~are~~2026, ~~expected~~although tothere ~~ship~~can ~~this~~be ~~quarter~~no ~~with~~assurance ~~subsequent~~that ~~devices~~NMPA ~~being~~approval ~~shipped~~will ~~over~~occur awithin ~~seven-month~~the ~~period~~projected astime ~~payments~~frame, ~~are~~or ~~received~~ever.

As of August 1, 2025, SMI iswas in contractual default due to late payments totaling $200,000 and failure to provide certain data to the Company as set forth in its agreements with the Company. ~~If the defaults are not cured to the satisfaction of the Company, we have the right to seek additional partners and agreements such as we have with HDMT.~~

InAs ~~Europe,~~of ~~our~~October ~~distribution~~31, ~~partners~~2025, ~~Newmars~~SMI ~~Medical~~had ~~Technologies~~not ~~(“Newmars”),~~cured isthe ~~actively~~defaults ~~pursuing~~and ~~potential~~had ~~customers~~not inachieved ~~Poland~~NMPA approval, ~~Hungary~~resulting in SMI’s loss of rights to sell and ~~Romania,~~market ~~where~~LuViva wein ~~have~~China. Guided ~~obtained~~Therapeutics ~~the~~is ~~required~~currently ~~approvals~~in discussions with a new partner that works with SMI to ~~sell~~assume ~~our~~the ~~products~~responsibilities ~~though~~formerly ~~Newmars~~under the purview of SMI. In addition, anduring ~~application~~the ~~for~~nine ~~approval~~months ~~has~~ended ~~been~~September ~~filed~~30, ~~in Russia~~2025, ~~although~~we ~~current~~entered ~~geopolitics~~into ~~presents~~a ~~uncertainty~~supply asagreement towith Hangzhou Dongye Medical Technology Company, Ltd. (“HDMT”), the ~~ability~~exclusive toprovider ~~sell~~of ~~and~~gynecology ~~market~~products ~~new~~for ~~medical~~42 ~~technology~~hospitals in ~~that~~China, ~~country.~~for ~~Despite~~the ~~this~~purchase ~~challenge~~of 35 LuViva devices totaling $700,000. onAs ~~August~~of 11September 30, 2025, we ~~were~~have ~~informed~~received by$100,000 ~~Newmars~~in ~~that~~payments ~~full~~and ~~approval~~shipped tothree ~~market~~devices, ~~and~~resulting ~~sell~~in ~~LuViva~~the recognition of $60,000 in ~~Russia~~revenue ~~had~~for atthe ~~last~~quarter ~~been~~ended ~~granted~~September 30, 2025.

InBased ~~Turkey,~~on weregulatory ~~have~~approval ~~been~~of LuViva in ~~contact~~Russia ~~with~~granted ~~three~~on ~~different~~August ~~medical~~11, ~~groups~~2025, ~~representing~~our ~~over~~distribution 60partner, ~~individual~~Newmars ~~hospitals~~Medical ~~and~~Technologies ~~clinics. We have entered contract discussions for supplying LuViva to the Turkish Ministry of Health~~ (“~~MOH~~Newmars”)., ~~The~~is ~~current~~shifting ~~plan~~its ~~involves~~emphasis afrom ~~collaboration~~smaller ~~with~~East ~~MOH~~European tocountries ~~conduct a clinical study in Turkey~~ to ~~support~~ the ~~use~~larger of

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