Current Report Filing (8-k)
May 23 2014 - 3:26PM
Edgar (US Regulatory)
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)
May 23, 2014; (May 23, 2014)
GUIDED THERAPEUTICS, INC.
(Exact Name of Registrant as Specified
in Its Charter)
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Delaware |
0-22179 |
58-2029543 |
(State or Other Jurisdiction of |
(Commission File Number) |
(IRS Employer Identification No.) |
Incorporation) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Section 7.01 (Regulation FD Disclosure)
On
May 23, 2014, the registrant publicly issued a press release announcing that the registrant has today announced
that it has issued and sold to Magna Group affiliate Hanover Holdings I, LLC the final $2,000,000 in principal amount of
senior convertible notes under the terms of the previously disclosed Securities Purchase Agreement entered into with Magna in
April 2014., a copy of which is furnished as Exhibit 99.1 hereto and which information is incorporated herein by
reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Number |
Exhibit |
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99.1 |
Press Release dated May 23, 2014 |
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.
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GUIDED THERAPEUTICS, INC. |
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By: |
/s/ Gene Cartwright |
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Gene Cartwright |
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Chief Executive Officer |
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Date: May 23, 2014 |
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Exhibit
99.1
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5835
Peachtree Corners East, Suite D |
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Norcross, GA
30092 |
Contacts
Bill
Wells, Guided Therapeutics – 770-242-8723
Investors:
Alison Ziegler, Cameron Associates – 212-554-5469
Guided
Therapeutics Announces
Completion of Private Placement of
Senior
Convertible Notes
NORCROSS,
GA (May 23, 2014) – Guided Therapeutics, Inc. (OTCQB: GTHP) today announced that it has issued and sold to Magna Group affiliate
Hanover Holdings I, LLC the final $2,000,000 in principal amount of senior convertible notes under the terms of the previously
disclosed Securities Purchase Agreement entered into with Magna in April 2014. The Company intends to use the proceeds for general
corporate purposes, including to support manufacturing and marketing of the Guided Therapeutics LuViva® Advanced Cervical
Scan.
This
news release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any jurisdiction where such offer, solicitation or jurisdiction would be unlawful.
Forward-Looking
Statements Disclaimer: A number of the matters and subject areas discussed in this news release that are not historical or current
facts deal with potential future circumstances and developments, including among others, the use of net proceeds from the private
placement. The discussion of such matters and subject areas is qualified by the inherent risks and uncertainties surrounding future
expectations generally and also may materially differ from Guided Therapeutics’ actual future experience involving any of
or more of such matters and subject areas. Such risks and uncertainties include those related to our ability to complete the transactions
contemplated by the private placement, our ability to realize the expected benefits of the private placement, the sufficiency
of the capital raised in the private placement and the ability of Guided Therapeutics to raise additional capital, the extent
of dilution of the holdings of our current stockholders upon conversion or exercise of securities issued in connection with capital
raising efforts, the early stage of Guided Therapeutics products in development, the uncertainty of market acceptance of products,
the uncertainty of development or effectiveness of distribution channels, the intense competition in the medical device industry,
the uncertainty of capital to develop products or continue as a going concern, the uncertainty of regulatory approval of products,
dependence on licensed intellectual property, as well as those that are more fully described from time to time under the heading
“Risk Factors” in Guided Therapeutics’ reports filed with the Securities and Exchange Commission, including
Guided Therapeutics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and subsequent quarterly reports.
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