Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
September 09 2016 - 10:13AM
Edgar (US Regulatory)
Filed pursuant
to Rule 424(b)(3)
Registration No. 333-
210387
PROSPECTUS SUPPLEMENT NO. 5
4,156,757 Shares of Common Stock
of
Guided Therapeutics, Inc.
This prospectus supplement supplements and
amends the prospectus dated April 7, 2016, as previously supplemented, which constitutes part of our registration statement on
Form S-1 (No. 333-210387) relating to up to 4,156,757 shares of our common stock. This prospectus supplement includes our current
report on Form 8-K filed September 9, 2016.
THIS IS NOT A NEW REGISTRATION OF SECURITIES.
This prospectus supplement should be read in
conjunction with the prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified
by reference to the prospectus, except to the extent that the information in this prospectus supplement updates and supersedes
the information contained in the prospectus.
This prospectus supplement is not complete
without, and may not be delivered or utilized except in connection with, the prospectus.
Investing in our common stock involves a
high degree of risk. We urge you to carefully read the “Risk Factors” section beginning on page 4 of the prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September
9, 2016.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 9, 2016 (September 6, 2016)
GUIDED THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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0-22179
(Commission File Number)
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58-2029543
(IRS Employer Identification No.)
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5835 Peachtree Corners East, Suite D
Norcross, Georgia
(Address of principal executive offices)
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30092
(Zip Code)
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Registrant’s telephone number,
including area code:
(770) 242-8723
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Form
8-K/A”) is an amendment to the Current Report of Form 8-K of Guided Therapeutics Corporation, dated September 6, 2016 (the
“Original Form 8-K”). This Form 8-K/A is being filed to correct a typographical error in the amount cited in the first
sentence of the second of Item 1.01 of the Original Form 8-K, which is corrected by this filing to be “$0.10”. This
Form 8-K/A amends and restates in its entirety Item 1.01 of the Original Form 8-K. No other changes were made to the Original Form
8-K. References to the exhibits in this Form 8-K/A are references to the exhibits filed with the Original Form 8-K.
Item 1.01.
Entry into a Material Definitive
Agreement.
On September 6, 2016,
the Company entered into a royalty agreement with John E. Imhoff (“Imhoff”) and Dolores M. Maloof (“Maloof”)
pursuant to which the Company sold to Imhoff and Maloof a royalty of future sales of the Company’s single-use cervical guides
for its LuViva Advanced Cervical Scan non-invasive cervical cancer detection device (such guides, the “Disposables”).
Under the terms of
the royalty agreement, and for consideration of $50,000 received by the Company from Imhoff and Maloof, the Company shall pay to
Imhoff and Maloof an aggregate perpetual royalty equal to $0.10 for each Disposable that the Company invoices and receives payment,
or is sold by a third party pursuant to a licensing arrangement with the Company, from the date of this Agreement (either, a “Disposable
Sale”), net of any returns of Disposables. The Company shall pay the royalty on a quarterly basis, no later than 45 days
following the end of each fiscal quarter during the Royalty Term, based on Disposable Sales, net of returns of Disposables, for
that quarter.
At any time prior
to October 2, 2016, the Company may, in its sole discretion, upon cash payment to Imhoff and Maloof of $50,000, permanently reduce
the royalty rate per Disposable Sale $0.033. If payment is not made by October 2, 2016 the royalty rate per Disposable Sale shall
permanently increase to $0.20.
It should be noted
that John E. Imhoff, is a member of the Board of Directors of the Company.
The above description
is qualified in its entirety by reference to the royalty agreement, attached as Exhibit 10.1 to this current report and incorporated
herein by reference.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01
is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit Number
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Description
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10.1
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Royalty
Agreement, dated September 6, 2016, between the Company and Imhoff and Maloof
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GUIDED THERAPEUTICS, INC.
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By:
/s/ Gene S. Cartwright
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Name: Gene S. Cartwright, Ph.D.
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Title: President
and Chief Executive Officer
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Date:
September 9, 2016
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EXHIBIT
INDEX
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Exhibit Number
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Description
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10.1
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Royalty
Agreement, dated September 6, 2016, between the Company and Imhoff and Maloof
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