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 January 22, 2017, the Company entered into a license agreement
with Shandong Yaohua Medical Instrument Corporation (SMI) to
which the Company granted SMI an exclusive global license to
manufacture the Companys LuViva Advanced Cervical Cancer device
and related disposables (subject to a carve-out for manufacture
in Turkey) and exclusive distribution rights in the Peoples
Republic of China, Macau, Hong Kong and Taiwan. In exchange for
the license, SMI will pay a $1.0 million licensing fee, payable
in five installments through October 2017, as well as a royalty
on each disposable sold in the territories. SMI will also
underwrite the cost of securing approval of LuViva with the
Chinese Food and Drug Administration.

to the SMI agreement, SMI must become capable of manufacturing
LuViva in accordance with ISO 13485 for medical devices by the
second anniversary of the SMI agreement. During 2017, SMI must
purchase no fewer than ten devices (with up to two devices pushed
to 2018 if there is a delay in obtaining Chinese FDA approval).
In the three years following Chinese FDA approval, SMI must
purchase a minimum of 3,500 devices (500 in the first year, 1,000
in the second, and 2,000 in the third). As manufacturer of the
devices and disposables, SMI will be obligated to sell each to
the Company at costs no higher than the Companys current costs.

As partial consideration for, and as a condition to, the license,
and to further align the strategic interests of the parties, the
Company agreed to issue $1.0 million in shares of its common
stock to SMI, in five installments through October 2017, at a
price per share equal to the lesser of the average closing price
for the five days prior to issuance and $1.25.

In order to facilitate the SMI agreement, immediately prior to
its execution the Company entered into an agreement with Shenghuo
Medical, LLC, regarding the Companys previous license to
Shenghuo, originally granted in June 2016, to manufacture, sell
and distribute the LuViva in Asia. Under the terms of the new
agreement, Shenghuo agreed to relinquish its manufacturing
license and its distribution rights in SMIs territories, and to
waive its rights under the original Shenghuo agreement, all for
as long as SMI performs under the SMI agreement. As
consideration, the Company has agreed to split with Shenghuo the
licensing fees and net royalties from SMI that the Company will
receive under the SMI agreement. Should the SMI agreement be
terminated, the Company has agreed to re-issue the original
license to Shenghuo under the original terms. Two of the Companys
directors, Mark Faupel and Richard Blumberg, are managing members
of Shenghuo.

The above descriptions are qualified in their entirety by
reference to the SMI agreement and the Shenghuo agreement,
attached as Exhibits 10.1 and 10.2, respectively, to this current
report and incorporated herein by reference. A press release
further describing the agreements is attached at Exhibit 99.1 and
is 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 Sales of Equity
Securities

The information set forth under Item 1.01 is incorporated by
reference into this Item 3.02. The issuance of the securities
described under Item 1.01 to the SMI agreement has been conducted
as a private placement to accredited investors (as that term is
defined under Rule 501 of Regulation D), and is exempt from
registration under the Securities Act of 1933 in reliance upon
Section 4(a)(2) of the Securities Act, as a transaction by an
issuer not involving a public offering.

Item 5.05 Amendments to the Registrants Code of Ethics,
or Waiver of a Provision of the Code of Ethics.

The information set forth under Item 1.01 is incorporated by
reference into this Item 5.05. On January 15, 2017, each of the
disinterested directors on the Companys Board of Directors,
having considered the interests of Dr. Faupel and Mr. Blumberg
and having approved the agreement, effectively waived the
conflict-of-interest provisions of the Companys code of ethics.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

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.

EXHIBIT INDEX

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.