Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 12:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Guided Therapeutics, Inc. |
(Name of Issuer) |
|
Common Stock, par value $0.001 per
share |
(Title of Class of
Securities) |
|
40171F501 |
(CUSIP Number) |
|
December 31, 2022 |
(Date of Event Which Requires Filing
of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 40171F501 |
13G/A |
Page
1
of 8 Pages |
1.
|
NAME OF REPORTING PERSONS
Auctus Fund, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a) o
(b) o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
4,945,797 (See Note 1)
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
4,945,797 (See Note 1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,945,797 (See Note 1)
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (See Note 1)
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
(1) |
This amount comprises beneficial ownership of 4,945,797 shares
of Common Stock which consists of (i) 4,357,498 shares of Common
Stock and (ii) 588,299 shares issuable upon exercise of warrants
held by Auctus Fund, LLC (the "Warrants"). All such shares of
Common Stock in the aggregate represent beneficial ownership of
approximately 9.9% of the Common Stock based on (i) 48,919,180
shares of Common Stock outstanding as of January 10, 2023 as
represented in the S-1 filed by the Issuer with the Securities and
Exchange Commission ("SEC") on January 13, 2023, plus (ii) 588,299
shares of Common Stock issuable upon the exercise of the
Warrants. |
CUSIP No. 40171F501 |
13G/A |
Page
2
of 8 Pages |
1.
|
NAME OF REPORTING PERSONS
Auctus Fund Management LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a) o
(b) o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
4,945,797 (See Note 2)
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
4,945,797 (See Note 2)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,945,797 (See Note 2)
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (See Note 2)
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO, HC
|
|
|
|
|
CUSIP No. 40171F501 |
13G/A |
Page
3
of 8 Pages |
1.
|
NAME OF REPORTING PERSONS
Alfred Sollami
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a) o
(b) o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
4,945,797 (See Note 3)
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
4,945,797 (See Note 3)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,945,797 (See Note 3)
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (See Note 3)
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
|
|
|
|
(3) See Note (1) Above
CUSIP No. 40171F501 |
13G/A |
Page
4
of 8 Pages |
1.
|
NAME OF REPORTING PERSONS
Louis Posner
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a) o
(b) o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
4,945,797 (See Note 4)
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
4,945,797 (See Note 4)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,945,797 (See Note 4)
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (See Note 4)
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
|
|
|
|
(4) See Note (1) Above
CUSIP No. 40171F501 |
13G/A |
Page
5
of 8 Pages |
|
Item 1(a). |
Name of Issuer: |
Guided Therapeutics, Inc. (the “Issuer”)
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
5835 Peachtree Corners East, Suite B
Peachtree Corners, Georgia 30092
|
Item 2(a). |
Name of Persons Filing: |
This statement is filed by the entities and persons listed below,
who are collectively referred to herein as "Reporting Persons",
with respect to the shares of Common Stock of the Company:
|
(ii) |
Auctus Fund Management LLC |
|
Item 2(b). |
Address of Principal Business Office or, if none,
Residence: |
535 Boylston Street, 3rd Floor, Suite 301
Boston, MA 02110
|
(ii) |
Auctus Fund Management LLC |
535 Boylston Street, 3rd Floor, Suite 301
Boston, MA 02116
535 Boylston Street, 3rd Floor, Suite 301
Boston, MA 02116
535 Boylston Street, 3rd Floor, Suite 301
Boston, MA 02116
|
(i) |
Auctus Fund, LLC – DE |
|
(ii) |
Auctus Fund Management LLC – DE |
|
(iii) |
Alfred Sollami – USA |
|
Item 2(d). |
Title of Class of Securities: |
Common Stock, par value $0.001 per share (“Common Stock”)
40171F501
|
Item 3. |
If this statement is filed pursuant
to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the
person filing is a: |
(e) [x] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E)
(g) [x] Parent Holding Company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G)
|
(a) |
Amount beneficially owned:
4,945,797 (See Note 5) |
|
(b) |
Percent of class: 9.9% (See Note
6) |
|
(c) |
Number of shares as to which the
person has: |
|
(i) |
Sole power to vote or to direct the
vote: 0 |
|
(ii) |
Shared power to vote or to direct
the vote: 4,945,797 (See Note 5) |
|
(iii) |
Sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
Shared power to dispose or to
direct the disposition of: 4,945,797 (See Note 5) |
|
(ii) |
Auctus Fund Management, LLC |
|
(a) |
Amount beneficially owned:
4,945,797 (See Note 5) |
|
(b) |
Percent of class: 9.9% (See Note
6) |
|
(c) |
Number of shares as to which the
person has: |
|
(i) |
Sole power to vote or to direct the
vote: 0 |
|
(ii) |
Shared power to vote or to direct
the vote: 4,945,797 (See Note 5) |
|
(iii) |
Sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
Shared power to dispose or to
direct the disposition of: 4,945,797 (See Note 5) |
|
(a) |
Amount beneficially owned:
4,945,797 (See Note 5) |
|
(b) |
Percent of class: 9.9% (See Note
6) |
|
(c) |
Number of shares as to which the
person has: |
|
(i) |
Sole power to vote or to direct the
vote: 0 |
|
(ii) |
Shared power to vote or to direct
the vote: 4,945,797 (See Note 5) |
|
(iii) |
Sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
Shared power to dispose or to
direct the disposition of: 4,945,797 (See Note 5) |
|
(a) |
Amount beneficially owned:
4,945,797 (See Note 5) |
|
(b) |
Percent of class: 9.9% (See Note
6) |
|
(c) |
Number of shares as to which the
person has: |
|
(i) |
Sole power to vote or to direct the
vote: 0 |
|
(ii) |
Shared power to vote or to direct
the vote: 4,945,797 (See Note 5) |
|
(iii) |
Sole power to dispose or to direct
the disposition of: 0 |
|
(iv) |
Shared power to dispose or to
direct the disposition of: 4,945,797 (See Note 5) |
CUSIP No. 40171F501 |
13G/A |
Page
6
of 8 Pages |
Note 5:
Auctus Fund Management, LLC is an Exempt Reporting Adviser with the
SEC and the state of Massachusetts and serves as the investment
manager and general partner to Auctus Fund, LLC. Mr. Alfred Sollami
and Mr. Louis Posner, as Managing Members of Auctus Fund
Management, LLC, with the power to exercise investment and voting
discretion, may be deemed to be the beneficial owners of all shares
of Common Stock held by the Fund. Pursuant to Rule 13d-4 under the
Securities Exchange Act of 1934, as amended, the Fund expressly
disclaims beneficial ownership over any of the securities reported
in this statement, and the filing of this statement shall not be
construed as an admission that the Fund is the beneficial owner of
any of the securities reported herein.
Note 6:
This amount comprises beneficial ownership of 4,945,797 shares of
Common Stock which consists of (i) 4,357,498 shares of Common Stock
and (ii) 588,299 shares issuable upon exercise of the Warrants. All
such shares of Common Stock in the aggregate represent beneficial
ownership of approximately 9.9% of the Common Stock based on (i)
48,919,180 shares of Common Stock outstanding as of January 10,
2023 as represented in the S-1 filed by the Issuer with the SEC on
January 13, 2023, plus (ii) 588,299 shares of Common Stock issuable
upon the exercise of the Warrants. The foregoing excludes 7,211,701
shares of Common Stock issuable upon exercise of the Warrants
because the Warrants contain a blocker provision under which the
holder does not have the right to exercise the Warrants to the
extent that such exercise would result in the beneficial ownership
by the holder thereof, together with the holder's affiliates and
any other person or entity acting as a group together with the
holder or any of the holder's affiliates, of more than 9.99% of the
Common Stock. The foregoing also excludes 420,000 shares of Common
Stock issuable upon the conversion of Series E Preferred Stock and
800,000 shares of Common Stock issuable upon the conversion of
Series F Preferred Stock because these securities similar blocker
provisions to those attached to the Warrants as described above.
Without such blocker provisions, the Fund may have been deemed to
have beneficial ownership of 13,377,498 shares of Common
Stock.
Item 5. |
Ownership of Five Percent or Less of a Class:
Not Applicable
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another
Person:
|
|
See Note 5 above. The Fund has the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock
covered by this Statement. |
Item 7. |
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
|
|
See Note 5 above |
Item 8. |
Identification and Classification
of Members of the Group: |
|
Not Applicable
|
Item 9. |
Notice of Dissolution of
Group: |
|
Not Applicable
|
|
|
Each of the Reporting Persons makes the following
certification:
By signing below each Reporting Person certifies that, to the best
of its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect. After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certify that the information set forth
in this statement is true, complete and correct.
Date: February 14, 2023 |
Auctus Fund, LLC
By: Auctus Fund Management, LLC its Managing Member
By: /s/ Alfred Sollami
Name: Alfred Sollami
Title: Managing Member
Auctus Fund Management LLC
By: /s/ Alfred Sollami
Name: Alfred Sollami
Title: Managing Member
Alfred Sollami
By: /s/ Alfred Sollami
Louis Posner
By: /s/ Louis Posner
|
CUSIP No. 40171F501 |
13G/A |
Page
7
of 8 Pages |
EXHIBIT A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-l(k)(1) under the
Securities Exchange Act of 1934, as amended (the "Act") by and
among the parties listed below, each referenced to herein as a
"Joint Filer". The Joint Filers agree that a statement of
beneficial ownership as required by Sections 13(g) or 13(d) of the
Act and the rules thereunder may be filed on each of his, her or
its behalf on Schedule 13G or Schedule 13D, as appropriate, and
that said joint filing may thereafter be amended by further joint
filings. The Joint Filers state that they each satisfy the
requirements for making a joint filing under Rule 13d-1(k).
Dated: February 14, 2023 |
|
|
|
Auctus Fund, LLC
By: Auctus Fund Management, LLC, its Managing Member
By: /s/ Alfred Sollami
Name: Alfred Sollami
Title: Managing Member
Auctus Fund Management LLC
By: /s/ Alfred Sollami
Name: Alfred Sollami
Title: Managing Member
Alfred Sollami
By: /s/ Alfred Sollami
Louis Posner
By: /s/ Louis Posner
|
CUSIP No. 40171F501 |
13G/A |
Page
8
of 8 Pages |
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