Item 1.01.
Entry into a Material Definitive
Agreement.
On August 31, 2018,
Guided Therapeutics, Inc. (the “
Company
”) entered into agreements
with certain holders of the Company’s Series C1 preferred
stock, par value $0.001 per share (the “
Series C1 Preferred Stock
”),
including John Imhoff, the chairman of the Company’s board of
directors, and Mark Faupel, the Chief Operating Officer and a
director of the Company (the “
Exchange Agreements
”), 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 preferred stock, par value
$0.001 per share (the “
Series
C2 Preferred Stock
”). In total, for 3,262.25 shares of
Series C1 Preferred Stock to be surrendered, the Company issued
3,262.25 shares of Series C2 Preferred Stock.
See Item 5.03,
incorporated in this Item 1.01 by reference, for a description of
the material terms of the Series C2 Preferred Stock.
The above
description is qualified in its entirety by reference to the form
of Exchange Agreement, attached as
Exhibit 10.1
to this current
report on Form 8-K (the “
Current Report
”) and incorporated
herein by reference.
This current report
on Form 8-K is neither an offer to sell nor the solicitation of an
offer to buy any securities. The securities described above have
not been registered under the Securities Act of 1933, as amended
(the “
Securities
Act
”) and may not be offered or sold in the United
States absent registration or an exemption from registration under
the Securities Act.
Item 3.02
Unregistered
Sales of Equity Securities
The information set
forth under Item 1.01 is incorporated by reference into this Item
3.02. Each issuance of securities described in Item 1.01 was made
by the Company in reliance upon the exemption from registration
under Section 3(a)(9) of the Securities Act of 1933, for securities
exchanged by the issuer with its existing security holders
exclusively where no commission or other remuneration is paid or
given directly or indirectly for soliciting such
exchange.
Item 5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The Series C2
Preferred Stock has the terms set forth in the Certificate of
Designations of Preferences, Rights and Limitations of Series C2
Convertible Preferred Stock (the “
Certificate of Designation
”),
which was filed with the Secretary of State of the State of
Delaware on August 31, 2018.
The terms of the
Series C2 Preferred Stock are substantially the same as the Series
C1 Preferred Stock, except that (i) shares of Series C1 Preferred
Stock may not be convertible into the Company’s common stock
by their holder for a period of 180 days following the date of the
filing of the Certificate of Designation (the “
Lock-Up Period
”); (ii) the Series
C2 Preferred Stock has the right to vote as a single class with the
Company’s common stock on an as-converted basis,
notwithstanding the Lock-Up Period; and (iii) the Series C2
Preferred Stock will automatically convert into that number of
securities sold in the next Qualified Financing (as defined in the
Exchange Agreement) determined by dividing the stated value ($1,000
per share) of such share of Series C2 Preferred Stock by the
purchase price of the securities sold in the Qualified
Financing.
Pursuant to the Certificate of Designation, the
initial conversion price of the Series C2 Preferred Stock is
expected to be $0.002624 per share, such that each share of the
Series C2 Preferred Stock would initially convert into 381,098
shares of the Company’s common stock, subject to customary
adjustments as set forth in the Certificate of
Designation.
Holders of
the Series C2 Preferred Stock will be entitled to receive dividends
on shares of Series C2 Preferred Stock on an as-converted basis
equal to and in the same form as dividends actually paid on shares
of the common stock. The Series C2 Preferred Stock ranks equally
with the Company’s Series C preferred stock, par value $0.001
per share, and the Series C1 Preferred Stock and, upon the
Company’s liquidation or sale to or merger with another
corporation, each share of Series C2 Preferred Stock will be
entitled to a liquidation preference of $1,000 per share, plus any
accrued but unpaid dividends.
The above
description is qualified in its entirety by reference to the
Certificate of Designation, attached as
Exhibit 3.1
to this Current
Report and incorporated herein by reference.
Item 9.01
Financial
Statements and Exhibits
(d)
Exhibits.
|
Number
|
Exhibit
|
|
|
Series C2 Preferred
Stock Certificate of Designations
|
|
|
Form of Exchange
Agreement
|
2