GUIDED THERAPEUTICS, INC. (OTCBB:GTHPD) Files An 8-K Entry into a Material Definitive Agreement

GUIDED THERAPEUTICS, INC. (OTCBB:GTHPD) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry Into a Material Definitive Agreement

Eagle Equities Bridge Financing

On May 17, 2017, Guided Therapeutics, Inc. (the Company) entered
into a securities purchase agreement with Eagle Equities, LLC
(Eagle), providing for the purchase by Eagle from the Company of
two convertible redeemable notes in the aggregate principal
amount of $88,000, with the first note being in the amount of
$40,000, and the second note being in the amount of $44,000. The
first note was fully funded on May 19, 2017, with the Company
receiving $40,000 of net proceeds (net of a 10% original issue
discount). The second note will initially be paid for by the
issuance of an offsetting $40,000 secured note issued to the
Company by Eagle. The funding of the second note is subject to
the mutual agreement of Eagle and the Company. Eagle is required
to pay the principal amount of its secured note in cash and in
full prior to executing any conversions under the second note
issued by the Company. The notes bear an interest rate of 8%, and
are due and payable on May 17, 2018. The notes may be converted
by Eagle at any time after five months from issuance into shares
of Companys common stock (as determined in the notes) calculated
at the time of conversion, except for the second note, which also
requires full payment by Eagle of the secured note it issued to
the Company before conversions may be made. The conversion price
of the notes will be equal to 60% of the lowest trading price of
the common stock for the 20 prior trading days including the day
upon which a notice of conversion is received by the Company.

The notes may be prepaid in accordance with the terms set forth
in the notes. The notes also contain certain representations,
warranties, covenants and events of default including if the
Company is delinquent in its periodic report filings with the
SEC, and increases in the amount of the principal and interest
rates under the notes in the event of such defaults. In the event
of default, at Eagles option and in its sole discretion, Eagle
may consider the notes immediately due and payable.

The foregoing description of the terms of the Eagle securities
purchase agreement, the two notes issued by the Company to Eagle,
and the secured note issued by Eagle to the Company, does not
purport to be complete and is qualified in its entirety by the
complete text of the documents attached as, respectively, Exhibit
10.1, Exhibit 4.1, Exhibit 4.2, and Exhibit 10.2 to this current
report on Form 8-K, which are incorporated herein by reference.

Adar Bays Bridge Financing

Also on May 17, 2017, the Company entered into a separate
securities purchase agreement with Adar Bays, LLC (Adar),
providing for the purchase by Adar from the Company of two
convertible redeemable notes in the aggregate principal amount of
$88,000, with the first note being in the amount of $40,000, and
the second note being in the amount of $44,000. The first note
was fully funded on May 22, 2017, with the Company receiving
$40,000 of net proceeds (net of a 10% original issue discount).
The second note will initially be paid for by the issuance of an
offsetting $40,000 secured note issued to the Company by Adar.
The funding of the second note is subject to the mutual agreement
of Adar and the Company. Adar is required to pay the principal
amount of its secured note in cash and in full prior to executing
any conversions under the second note issued by the Company. The
notes bear an interest rate of 8%, and are due and payable on May
17, 2018. The notes may be converted by Adar at any time after
five months from issuance into shares of Companys common stock
(as determined in the notes) calculated at the time of
conversion, except for the second note, which also requires full
payment by Adar of the secured note it issued to the Company
before conversions may be made. The conversion price of the notes
will be equal to 60% of the lowest trading price of the common
stock for the 20 prior trading days including the day upon which
a notice of conversion is received by the Company.

The notes may be prepaid in accordance with the terms set forth
in the notes. The notes also contain certain representations,
warranties, covenants and events of default including if the
Company is delinquent in its periodic report filings with the
SEC, and increases in the amount of the principal and interest
rates under the notes in the event of such defaults. In the event
of default, at Adars option and in its sole discretion, Adar may
consider the notes immediately due and payable.

The foregoing description of the terms of the Adar securities
purchase agreement, the two notes issued by the Company to Adar,
and the secured note issued by Adar to the Company, does not
purport to be complete and is qualified in its entirety by the
complete text of the documents attached as, respectively, Exhibit
10.3, Exhibit 4.3, Exhibit 4.4, and Exhibit 10.4 to this current
report on Form 8-K, which are incorporated herein by reference.

GHS Investments Bridge Financing

On May 18, 2017, the Company entered into a securities purchase
agreement with GHS Investments, LLC (GHS), an existing investor
in the Company, providing for the purchase by GHS from the
Company of a convertible promissory note in the aggregate
principal amount of $66,000, for $60,000 in net proceeds
(representing a 10% original issue discount). The transaction
closed on May 19, 2017.

The note matures upon the earlier of the receipt of $100,000 by
the Company from revenues, loans, investments, or any other means
(other than the other bridge financings described in this current
report) and December 31, 2017. In addition to the 10% original
issue discount, the note accrues interest at a rate of 8% per
year. The Company may prepay the note, in whole or in part, for
110% of outstanding principal and interest until 30 days from
issuance, for 120% of outstanding principal and interest at any
time from 31 to 60 days from issuance and for 140% of outstanding
principal and interest at any time from 61 days to 180 days from
issuance. The note may not be prepaid after the 180th
day.

After six months from the date of issuance, the note will become
convertible, at any time thereafter, in whole or in part, at the
holders option, into shares of the Companys common stock, at a
conversion price equal to 60% of the lowest trading price during
the 25 trading days prior to conversion.

The note includes customary event of default provisions and a
default interest rate of the lesser of 20% per year or the
maximum amount permitted by law. Upon the occurrence of an event
of default, the holder of the note may require the Company to
redeem the note (or convert it into shares of common stock) at
150% of the outstanding principal balance.

The foregoing description of the terms of the GHS securities
purchase agreement and the note issued by the Company to GHS does
not purport to be complete and is qualified in its entirety by
the complete text of the documents attached as, respectively,
Exhibit 10.5 and Exhibit 4.5 to this current report on Form 8-K,
which are incorporated herein by reference.

Item 2.03 Creation of Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a
Registrant

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

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 regarding the conversion
of the notes issued by the Company is incorporated herein by
reference. The issuance of each note was 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. In making
this determination, the Company relied on the separate
representations of each investor that it is an accredited
investor and had access to information about its investment and
about the Company. Should any of the notes issued by the Company
be converted into shares of common stock, the issuance of the
underlying 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 of 1933.

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 9.01 Financial Statements and Exhibits

(d) Exhibits.

Number Exhibit
4.1 8% Convertible Redeemable Note (First Eagle Note)
4.2 8% Convertible Redeemable Note (Second Eagle Note)
4.3 8% Convertible Redeemable Note (First Adar Note)
4.4 8% Convertible Redeemable Note (Second Adar Note)
4.5 Convertible Promissory Note (GHS Note)
10.1 Securities Purchase Agreement, dated May 17, 2017, between
the Company and Eagle Equities, LLC
10.2 Collateralized Secured Promissory Note, dated May 17, 2017
(From Eagle)
10.3 Securities Purchase Agreement, dated May 17, 2017, between
the Company and Adar Bays, LLC
10.4 Collateralized Secured Promissory Note, dated May 17, 2017
(From Adar)
10.5 Securities Purchase Agreement, dated May 18, 2017, between
the Company and GHS Investments, LLC


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.

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