0001121781-17-000018.txt : 20170330 0001121781-17-000018.hdr.sgml : 20170330 20170330165923 ACCESSION NUMBER: 0001121781-17-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170330 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20170330 DATE AS OF CHANGE: 20170330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GUIDED THERAPEUTICS INC CENTRAL INDEX KEY: 0000924515 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 582029543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22179 FILM NUMBER: 17726550 BUSINESS ADDRESS: STREET 1: 5835 PEACHTREE CORNERS EAST STREET 2: SUITE D CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7702428723 MAIL ADDRESS: STREET 1: 5835 PEACHTREE CORNERS EAST STREET 2: SUITE D CITY: NORCROSS STATE: GA ZIP: 30092 FORMER COMPANY: FORMER CONFORMED NAME: SPECTRX INC DATE OF NAME CHANGE: 19970226 8-K 1 gthp8k33017.htm GUIDEN THERAPEUTICS, INC.

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): March 29, 2017 (March 28, 2017)

GUIDED THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)	0-22179 (Commission File Number)	58-2029543 (IRS Employer Identification No.)

5835 Peachtree Corners East, Suite D Norcross, Georgia (Address of principal executive offices)			30092 (Zip Code)

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:

	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry Into a Material Definitive Agreement

On March 28, 2017, Guided Therapeutics, Inc. (the “Company”) entered into a letter agreement with Shandong Yaohua Medical Instrument Corporation (“SMI”) to amend the January 2017 license agreement with SMI. Pursuant to the letter agreement, SMI has agreed to limit its beneficial ownership of the Company’s common stock on any given date to no more than 4.99% of the then-outstanding common stock. Any shares withheld from issuance due to the beneficial ownership limitation would be later issued upon a determination by SMI that issuance of those withheld shares no longer would result in SMI beneficial ownership in excess of 4.99% of outstanding shares.

As consideration for the limitation, the Company has agreed to issue to SMI three warrants, each exercisable for 15,000 shares of the Company’s common stock, to be issued in conjunction with the next three cash payments by SMI under the January 2017 license agreement. Each warrant shall be immediately exercisable (subject to the beneficial ownership limitation), have an exercise price equal to the lesser of the closing price per share for the average of five consecutive days preceding the payment by SMI and $1.25 per share, and have a term of five years.

The issuance of the warrants are exempt from the registration requirements of the Securities Act, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Should the warrants be exercised for shares of common stock, the issuance of the shares of common stock would be exempt from the registration requirements of the Securities Act pursuant to the exemption for exchange transactions under Section 3(a)(9) of the Securities Act.

The description of the letter agreement does not purport to be complete and is qualified in its entirety by the full text of the letter agreement, attached as Exhibit 10.1, 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 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 Sale of Equity Securities

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Number	Exhibit
10.1	Letter Agreement, dated March 28, 2017, between the Company and Shandong Yaohua Medical Instrument Corporation

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.

	GUIDED THERAPEUTICS, INC.

	_/s/ Gene S. Cartwright_______________________
	By: Gene S. Cartwright, Ph.D.
	President and Chief Executive Officer
Date: March 29, 2017

EXHIBIT INDEX

Number	Exhibit
10.1	Letter Agreement, dated March 28, 2017, between the Company and Shandong Yaohua Medical Instrument Corporation

EX-10..1 2 exi10one.htm MARCH 28, 2017

Exhibit 10..1

March 28, 2017

Shandong Yaohua Medical Instrument Corporation

No. 5 Zhuijian Street, High-Tech Development Zone,

Laiwu Shandong

People’s Republic of China

Attention: Yaohua Li

Re:

Beneficial Ownership Limitation

Dear Mr. Li:

Reference is made to the agreement between Shandong Yaohua Medical Instrument Corporation (“SMI”) and Guided Therapeutics, Inc. (“GTI”), dated January 22, 2017, pursuant to which GTI granted SMI certain manufacturing rights, distribution rights, and sales rights for GTI’s LuViva Advanced Cervical Scan device and related disposables (the “Agreement”). All capitalized terms not otherwise defined in this letter agreement have the meanings ascribed to them in the Agreement

As of the date of this letter agreement, GTI has not issued to SMI any shares of GTI’s common stock (the “Common Stock”). The parties desire to limit SMI’s beneficial ownership of Common Stock to 4.99% of the outstanding shares of Common Stock on any given date. The purpose of this letter agreement is to set forth the terms of such limitation.

Notwithstanding anything to the contrary in the Agreement, GTI shall not issue any shares of Common Stock to SMI, and SMI shall not have the right to demand any shares of Common Stock pursuant to the Agreement, to the extent that, after giving effect to such issuance, SMI (together with its affiliates), and any persons acting as a group together with SMI or its affiliates, would beneficially own Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by SMI and its affiliates on the date of any such determination shall include all shares of Common Stock issuable within 60 days after such date, but shall exclude all shares of Common Stock issuable to SMI after such 60-day period. Except as set forth in the preceding sentence, for purposes of this letter agreement, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations promulgated thereunder.

Prior to any issuance of shares of Common Stock by GTI to SMI, GTI shall confirm with SMI the extent that the issuance (or partial issuance) would be permitted under this letter agreement. Such determination shall be in SMI’s sole discretion, and SMI, in making such determination, will be deemed to represent to GTI that such shares may be so issued. GTI shall have no obligation to verify or confirm the accuracy of such determination. In making its determination, SMI may rely on the number of outstanding shares of Common Stock as provided by GTI.

Shandong Yaohua Medical Instrument Corporation

March 28, 2017

Page 2

The “Beneficial Ownership Limitation” applicable to SMI’s beneficial ownership of Common Stock shall be 4.99% of the number of shares of Common Stock outstanding on the date of determination after giving effect to the issuance of all shares of Common Stock that GTI will be required to issue under the Agreement within 60 days after such date and including the shares of Common Stock issuable upon exercise of the warrants provided for below.

To the extent shares of Common Stock otherwise issuable under the Agreement are not then-issuable due to the Beneficial Ownership Limitation (such shares, the “Delayed Shares”), the Company shall promptly issue such Delayed Shares upon the subsequent written request of SMI, which request shall include a representation of SMI to GTI that the issuance of such Delayed Shares may then be issued in accordance with this letter agreement. GTI shall have no obligation to verify or confirm the accuracy of such representation. Upon SMI’s request, GTI shall provide an updated number of outstanding shares of Common Stock.

As consideration to SMI for accepting the limitations set forth in this letter agreement, GTI shall grant to SMI a warrant to purchase 15,000 shares of Common Stock upon each of the next three payments in full made by SMI to GTI under the Agreement, exercisable for a total of 45,000 shares of Common Stock. Each warrant shall be immediately exercisable (subject to the Beneficial Ownership Limitation), have an exercise price equal to the lesser of the closing price per share for the average of five consecutive days preceding the payment by SMI and $1.25 per share, have a term of five years, and, unless the underlying shares of Common Stock are registered for resale pursuant to an effective registration statement under the Securities Act of 1933, be eligible to be exercised on a “cashless basis”.

All other terms and conditions of the Agreements not specifically modified by this letter agreement remain in full force and effect as contained therein. This letter agreement shall apply to any successor of SMI to the Agreement or SMI’s rights under the Agreement. All questions concerning the validity, operation, interpretation and construction of this letter agreement will be governed by and determined in accordance with the laws of the State of Georgia, United States of America. This letter agreement may not be modified, amended, or rescinded except by the written agreement of the undersigned. For the convenience of the parties, this letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same letter agreement.

[remainder of page intentionally left blank]

Shandong Yaohua Medical Instrument Corporation

March 28, 2017

Page 3

If this letter agreement correctly reflects the terms agreed by GTI and SMI, please sign a copy of this letter agreement in the space provided below and return it to GTI.

Very truly yours,

GUIDED THERAPEUTICS, INC.

By: /s/ Gene S. Cartwright
Name: Gene S. Cartwright
Title: President

Agreed to as of March 28, 2017:

SHANDONG YAOHUA MEDICAL INSTRUMENT CORPORATION

By:___/s/Yaohua Li_____________________
Name: Mr. Yaohua Li
Title: Chairman