Current Report Filing (8-k)
September 15 2022 - 05:31PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 1,
2022
GUIDED THERAPEUTICS,
INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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0-22179
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58-2029543
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5835 Peachtree Corners East, Suite B
Peachtree Corners, Georgia
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30092
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(Address of principal executive offices)
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(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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☐
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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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Item 1.01 Entry Into Material
Definitive Agreement.
On
September 1, 2022 (the “Closing Date”), Guided Therapeutics, Inc.
(the “Company”), a Delaware corporation, entered into certain
Securities Purchase Agreements (the “Agreement”) with certain
accredited investors (the “Investors”), including Richard Blumberg,
Michael James and John Imhoff, each a member of the Company’s Board
of Directors, pursuant to which the Company issued 6,636,540 shares
(the “Shares”) of its common stock, par value $0.001 per share (the
“Common Stock”), and four year warrants to purchase an aggregate of
6,636,540 shares of Common Stock at $0.50 per share and
6,636,540 shares of Common Stock at $0.65 per share (the
“Warrants”) for an aggregate purchase price of $3,318,270 (the
“Transaction”).
The Company has agreed that, as soon as practicable after the
Closing Date, the Company shall file a Registration Statement on
the appropriate form providing for the resale by the Investors of
the Shares and the shares of Common Stock underlying the Warrants
(the “Warrant Shares” and collectively with the Shares and the
Warrants, the “Securities”) with the Securities and Exchange
Commission. The Company shall use commercially reasonable
efforts to cause such Registration Statement to become effective
within 120 days following the Closing Date and to keep such
Registration Statement effective at all times until the earlier of
the date that the Shares and Warrant Shares may be resold pursuant
to Rule 144 (assuming cashless exercise of the Warrants) and the
date that no Investor owns any Securities. In the event that
the Registration Statement is not effective on the 121st day
following the Closing Date, the Company shall issue to each
Investor an additional number of shares of Common Stock equal to
10% of the Shares issued to such Investor and an additional number
of shares of Common Stock equal to 5% of the Shares issued to such
Purchaser on each monthly anniversary thereafter until the earlier
of the date the Registration Statement is effective and the date
that the Shares and Warrant Shares may be resold pursuant to Rule
144 (assuming cashless exercise of the Warrants). The Company
may avoid these penalties if, prior to the 121st day following the
closing date, it files an application to list the Common Stock on a
recognized Canadian Stock Exchange. In addition, if there is no
effective Registration Statement covering the Warrant Shares after
180th day following the
Closing Date, the Warrants may be exercised cashlessly as set forth
in the Warrants.
After payment of all fees and expenses relating to the transaction,
the Company received net proceeds of approximately $3.2 million.
The primary use of proceeds is to fund the completion and filing of
clinical study data needed for FDA approval of the Company’s LuViva
Advanced Cervical Scan. Additional use of proceeds is to support
international distribution partners to grow sales throughout the
remainder of 2022 and into 2023, as well as for general and
administrative expenses.
In
connection with the Transaction, on September 1, 2022, the Company
has agreed to exchange certain debt and equity owned by Auctus
Funds, LLC (“Auctus”) pursuant to an Exchange Agreement between the
Company and Auctus (the “Exchange Agreement”). Auctus has exchanged
$1,060,911 owed to it in debt and 8,775,000 warrants it currently
holds that are priced between $0.15 and $0.20 for $1.95 million
worth of investment in this Transaction, and as a result, received
3,900,000 Shares, Warrants to purchase 3,900,000 Warrant Shares at
$0.50 per share and 3,900,000 Warrant Shares at $0.65 per share
(the “Exchange”). In addition, the Company made a repayment of
$221,467 to Auctus pursuant to the terms of the Exchange Agreement
(the “Repayment”). Following the Exchange and Repayment, Auctus
owns approximately $490,000 in debt to be repaid to Auctus over an
18-month period in four equal installments. The first installment
of approximately $125,000 was paid on September 8, 2022.
The foregoing descriptions of the Warrants, the Agreement and the
Exchange Agreement do not purport to be complete and are qualified
in their entirety by reference to the full text of such document,
which document or form thereof is filed hereto as Exhibits 4.1,
10.1 and 10.2, respectively, are and incorporated herein by
reference.
Item 3.02 Unregistered Sales of
Equity Securities.
The information contained in Item 1.01 above is incorporated herein
by reference. The Securities described in Item 1.01 above were
offered and sold in reliance upon an exemption from registration
pursuant to Section 4(a)(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D.
Item 8.01 Other Events.
On
September 7, 2022, the Company issued a press release announcing
the Transaction. A copy of the press release is filed as Exhibit
99.1 hereto and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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Date: September 15, 2022 |
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/s/ Gene S.
Cartwright, Ph.D |
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By: Gene S. Cartwright, Ph.D. |
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President and Chief Executive Officer |
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