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Item 1.01
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Entry Into a Material Definitive Agreement
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Eagle Equities Bridge Financing
On May 17, 2017, Guided Therapeutics, Inc.
(the “Company”) entered into a securities purchase agreement with Eagle Equities, LLC (“Eagle”), providing
for the purchase by Eagle from the Company of two convertible redeemable notes in the aggregate principal amount of $88,000, with
the first note being in the amount of $40,000, and the second note being in the amount of $44,000. The first note was fully funded
on May 19, 2017, with the Company receiving $40,000 of net proceeds (net of a 10% original issue discount). The second note will
initially be paid for by the issuance of an offsetting $40,000 secured note issued to the Company by Eagle. The funding of the
second note is subject to the mutual agreement of Eagle and the Company. Eagle is required to pay the principal amount of its secured
note in cash and in full prior to executing any conversions under the second note issued by the Company. The notes bear an interest
rate of 8%, and are due and payable on May 17, 2018. The notes may be converted by Eagle at any time after five months from issuance
into shares of Company’s common stock (as determined in the notes) calculated at the time of conversion, except for the second
note, which also requires full payment by Eagle of the secured note it issued to the Company before conversions may be made. The
conversion price of the notes will be equal to 60% of the lowest trading price of the common stock for the 20 prior trading days
including the day upon which a notice of conversion is received by the Company.
The notes may be prepaid in accordance
with the terms set forth in the notes. The notes also contain certain representations, warranties, covenants and events of default
including if the Company is delinquent in its periodic report filings with the SEC, and increases in the amount of the principal
and interest rates under the notes in the event of such defaults. In the event of default, at Eagle’s option and in its sole
discretion, Eagle may consider the notes immediately due and payable.
The foregoing description of the terms
of the Eagle securities purchase agreement, the two notes issued by the Company to Eagle, and the secured note issued by Eagle
to the Company, does not purport to be complete and is qualified in its entirety by the complete text of the documents attached
as, respectively, Exhibit 10.1, Exhibit 4.1, Exhibit 4.2, and Exhibit 10.2 to this current report on Form 8-K, which are incorporated
herein by reference.
Adar Bays Bridge Financing
Also on May 17, 2017, the Company entered
into a separate securities purchase agreement with Adar Bays, LLC (“Adar”), providing for the purchase by Adar from
the Company of two convertible redeemable notes in the aggregate principal amount of $88,000, with the first note being in the
amount of $40,000, and the second note being in the amount of $44,000. The first note was fully funded on May 22, 2017, with the
Company receiving $40,000 of net proceeds (net of a 10% original issue discount). The second note will initially be paid for by
the issuance of an offsetting $40,000 secured note issued to the Company by Adar. The funding of the second note is subject to
the mutual agreement of Adar and the Company. Adar is required to pay the principal amount of its secured note in cash and in full
prior to executing any conversions under the second note issued by the Company. The notes bear an interest rate of 8%, and are
due and payable on May 17, 2018. The notes may be converted by Adar at any time after five months from issuance into shares of
Company’s common stock (as determined in the notes) calculated at the time of conversion, except for the second note, which
also requires full payment by Adar of the secured note it issued to the Company before conversions may be made. The conversion
price of the notes will be equal to 60% of the lowest trading price of the common stock for the 20 prior trading days including
the day upon which a notice of conversion is received by the Company.
The notes may be prepaid in accordance
with the terms set forth in the notes. The notes also contain certain representations, warranties, covenants and events of default
including if the Company is delinquent in its periodic report filings with the SEC, and increases in the amount of the principal
and interest rates under the notes in the event of such defaults. In the event of default, at Adar’s option and in its sole
discretion, Adar may consider the notes immediately due and payable.
The foregoing description of the terms
of the Adar securities purchase agreement, the two notes issued by the Company to Adar, and the secured note issued by Adar to
the Company, does not purport to be complete and is qualified in its entirety by the complete text of the documents attached as,
respectively, Exhibit 10.3, Exhibit 4.3, Exhibit 4.4, and Exhibit 10.4 to this current report on Form 8-K, which are incorporated
herein by reference.
GHS Investments Bridge Financing
On May 18, 2017, the Company entered into
a securities purchase agreement with GHS Investments, LLC (“GHS”), an existing investor in the Company, providing for
the purchase by GHS from the Company of a convertible promissory note in the aggregate principal amount of $66,000, for $60,000
in net proceeds (representing a 10% original issue discount). The transaction closed on May 19, 2017.
The note matures upon the earlier of the
receipt of $100,000 by the Company from revenues, loans, investments, or any other means (other than the other bridge financings
described in this current report) and December 31, 2017. In addition to the 10% original issue discount, the note accrues interest
at a rate of 8% per year. The Company may prepay the note, in whole or in part, for 110% of outstanding principal and interest
until 30 days from issuance, for 120% of outstanding principal and interest at any time from 31 to 60 days from issuance and for
140% of outstanding principal and interest at any time from 61 days to 180 days from issuance. The note may not be prepaid after
the 180
th
day.
After six months from the date of issuance,
the note will become convertible, at any time thereafter, in whole or in part, at the holder’s option, into shares of the
Company’s common stock, at a conversion price equal to 60% of the lowest trading price during the 25 trading days prior to
conversion.
The note includes customary event of default
provisions and a default interest rate of the lesser of 20% per year or the maximum amount permitted by law. Upon the occurrence
of an event of default, the holder of the note may require the Company to redeem the note (or convert it into shares of common
stock) at 150% of the outstanding principal balance.
The foregoing description of the terms
of the GHS securities purchase agreement and the note issued by the Company to GHS does not purport to be complete and is qualified
in its entirety by the complete text of the documents attached as, respectively, Exhibit 10.5 and Exhibit 4.5 to this current report
on Form 8-K, which are incorporated herein by reference.