GUIDED THERAPEUTICS, INC. (OTCBB:GTHPD) Files An 8-K Entry into a Material Definitive Agreement
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. to the letter agreement, SMI has agreed to
limit its beneficial ownership of the Companys 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 Companys 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, 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
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 |
About GUIDED THERAPEUTICS, INC. (OTCBB:GTHPD)
Guided Therapeutics, Inc. is a medical technology company. The Company is focused on developing medical devices. The Company’s primary focus is the sales and marketing of its LuViva Advanced Cervical Scan non-invasive cervical cancer detection device and extension of its cancer detection technology into other cancers, including esophageal. The Company’s technology of LuViva primarily relates to the use of biophotonics for the non-invasive detection of cancers. The Company focuses on two primary applications for LuViva: first, as a cancer screening tool and second, as a triage. Its product, in addition to detecting the structural changes attributed to cervical cancer, is also detects the biochemical changes that precede the development of visual lesions. LuViva consists of three components: Touch screen monitor, Hand Held Unit (HHU) and the Wheeled Base. GUIDED THERAPEUTICS, INC. (OTCBB:GTHPD) Recent Trading Information
GUIDED THERAPEUTICS, INC. (OTCBB:GTHPD) closed its last trading session 00.0000 at 0.0000 with 54,019,175 shares trading hands.