gti8k9409.htm
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): September 4 , 2009 (September 4,
2009)
GUIDED
THERAPEUTICS, INC.
(Exact Name of Registrant as
Specified in Its Charter)
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Delaware
(State
or Other Jurisdiction of Incorporation)
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0-22179
(Commission
File Number)
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58-2029543
(IRS
Employer Identification No.)
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4955
Avalon Ridge Pkwy, Suite 300
Norcross,
Georgia
(Address
of Principal Executive Offices)
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30071
(Zip
Code)
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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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On August
31, 2009, Guided Therapeutics, Inc. (the “Company”) issued additional 13% Senior
Secured Convertible Notes of the Company in the aggregate principal amount of
approximately $3.5 million (the “New Notes”). The New Notes were
issued pursuant to the Company’s existing Amended and Restated Loan Agreement,
dated March 1, 2007 (“2007 Loan Agreement”). The New Notes were
principally sold to certain existing security holders of the
Company. Prior to the issuance of the New Notes, there were
approximately $4.5 million in aggregate principal amount of 13% Senior Secured
Convertible Notes outstanding, which were issued previously pursuant to the 2007
Loan Agreement (“Existing 2007 Notes”, and together with the New Notes, the
“Senior Notes”). Accrued interest on the Existing 2007 Notes as of
August 31, 2009, was approximately $1.5 million.
The
Senior Notes mature on March 1, 2010. Prior to any event of
default, interest accrues on the Senior Notes at 13% per annum, and is due at
maturity. The Senior Notes are senior secured obligations of the
Company and are secured by (a) a first in priority lien on all of the Company’s
assets; (b) a guaranty by the Company’s wholly owned subsidiary, InterScan Inc.
(“InterScan”); (c) a lien on all of InterScan’s assets; and (d) a pledge on all
issued and outstanding stock of InterScan and another (inactive) wholly owned
subsidiary of the Company.
The New
Notes are convertible, subject to certain adjustments, into approximately 5.4
million shares of the Company’s Common Stock. The Existing 2007 Notes are
convertible, subject to certain adjustments, into approximately 9.1 million
shares of Common Stock. The principal amount and all accrued but
unpaid interest of each Senior Note is convertible at the election of the holder
thereof. In addition, the Senior Notes are automatically convertible
into shares of Common Stock should the average trading price for Common Stock
for a period of at least 30 consecutive days exceed $1.30 per share, or should
the Company issue and sell $5 million or more of new preferred stock of the
Company meeting certain specified criteria.
In
accordance with the terms of the 2007 Loan Agreement, the Company issued to each
purchaser of a New Note a warrant to purchase the number of shares of Common
Stock into which such purchaser’s New Note is initially convertible (“New
Warrant”). Each New Warrant is immediately exercisable, at an
exercise price, subject to certain adjustments, of $0.78 per share of Common
Stock, and expires on March 1, 2012. The New Warrants are
exercisable for an aggregate of approximately 5.4 million shares of Common
Stock. Warrants having the same terms as the New Warrants,
exercisable for an aggregate of approximately 9.1 million shares of Common
Stock, were issued in 2007 in conjunction with the issuance of the Existing 2007
Notes.
The
proceeds from the sale of the New Notes were used to retire by repurchase all of
the Company’s 15% Subordinated Secured Convertible Notes, issued pursuant to its
Note Purchase Agreement dated December 1, 2008 (the “2008
Notes”). This purchase, by agreement with the holders of the 2008
Notes, was effected at a 15% discount for all outstanding sums owed, both
principal and interest, and thus the Company expended approximately $2.2 million
to retire the approximately $2.3 million of original principal amount of 2008
Notes, and approximately $263,000 of accrued but unpaid interest thereon.
Warrants to purchase approximately 12.6 million shares of Common Stock, issued
in conjunction with the original sale of the 2008 Notes, remain
outstanding. These warrants, subject to certain adjustments, permit
holders to purchase shares at a price of $0.65 per share and expire December 1,
2014.
Proceeds
from the sale of the New Notes were also used to retire, at par, loans made to
the Company in 2009, including advances supporting the Company’s recent working
capital needs made in anticipation of this financing, having an aggregate
principal amount of approximately $1.3 million, and accrued but unpaid interest
of approximately $21,000. The remaining proceeds from the sale of the
New Notes will be used for general working capital purposes.
Item
1.02. Termination of a Material Definitive Agreement.
The information regarding the
terminations of the notes described in the fifth and sixth paragraphs of Item
1.01 above is incorporated into this Item 1.02 by reference.
Item
2.03. Creation of Direct financial Obligation or an Obligation Under
an Off-Balance Sheet Arrangement of a Registrant.
The information reported above in Item
1.01 is incorporated into this Item 2.03 by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The information reported above in Item
1.01 is incorporated into this Item 3.02 by reference.
The convertible notes and warrants were
issued in reliance upon the exemption from registration under the Securities Act
of 1933, as amended (them “Securities Act”), provided by Section 4(2) of the
Securities Act and Rule 506 of Regulation D promulgated thereunder, based upon
the representations of the purchasers.
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.
Date: September 4,
2009
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/s/
Mark
L. Faupel
Mark
L. Faupel
Chief
Executive Officer, President and acting Chief Financial
Officer
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