[
]
|
Preliminary
Proxy Statement
|
[
]
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
[X]
|
Definitive
Proxy Statement
|
[
]
|
Definitive
Additional Materials
|
[
]
|
Soliciting
Material Pursuant to §240.14a-12
|
[X]
|
No
fee required.
|
[
]
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
1)
|
Title
of each class of securities to which transaction
applies:
|
|
2)
|
Aggregate
number of securities to which transaction applies:
|
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
|
|
4)
|
Proposed
maximum aggregate value of transaction:
|
|
5)
|
Total
fee paid:
|
[
]
|
Fee
paid previously with preliminary materials.
|
[
]
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
1)
|
Amount
Previously Paid:
|
|
2)
|
Form,
Schedule or Registration Statement No.:
|
|
3)
|
Filing
Party:
|
|
4)
|
Date
Filed:
|
|
To
approve an amendment to the Company’s Restated Certificate of
Incorporation, as amended, to reclassify the series A convertible
preferred stock into common stock and warrants to purchase shares of
common stock.
|
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder
Meeting to be
Held
on February 26, 2010
The
proxy statement and our 2008 annual report are available at
http://www.edocumentview.com/GTHP
|
By Order of the Board of Directors | ||
Mark L. Faupel, Ph.D. | ||
President and Chief Executive Officer, Director |
Name and Address of Beneficial Owner
|
Amount
and Nature of
Beneficial
Ownership
(1)
|
Percent
of
Class
(2)
|
||||||
Dr.
John Imhoff (3)
|
10,060,460 | 13.12 | % | |||||
Dolores
Maloof (4)
2669
Mercedes Drive
Atlanta,
GA 30345
|
5,336,834 | 6.96 | % | |||||
Michael
C. James (5)
|
3,288,818 | 4.29 | % | |||||
Kuekenhof
Equity Fund, LLP (6)
51
Gloria Drive
Allendale,
NJ 07401
|
3,227,032 | 4.21 | % | |||||
Ronald
Hart (7)
|
1,205,170 | 1.57 | % | |||||
Ronald
W. Allen (8)
|
837,151 | 1.09 | % | |||||
Richard
L. Fowler (9)
|
479,336 | * | ||||||
Mark
L. Faupel (10)
|
465,556 | * | ||||||
Shabbir
Bambot (11)
|
354,389 | * | ||||||
William
E. Zachary, Jr. (12)
|
340,628 | * | ||||||
All
directors and executive officers as a group (8 persons) (13)
|
17,031,508 | 22.21 | % |
(*)
|
Less
than 1%.
|
(1)
|
Except
as otherwise indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all shares of common
stock.
|
(2)
|
Percentage
ownership is based on 19,614,975 shares of common stock outstanding as of
January 11, 2010. Beneficial ownership is determined in accordance with
the rules of the SEC, based on factors that include voting and investment
power with respect to shares. Shares of common stock subject to currently
exercisable options, warrants, convertible preferred stock or convertible
notes, or any such securities exercisable within 60 days after January 11,
2010, are deemed outstanding for purposes of computing the percentage
ownership of the person holding those options, but are not deemed
outstanding for purposes of computing the percentage ownership of any
other person.
|
(3)
|
Consists
of 3,077,717 common shares, 33,333 preferred shares convertible into
992,400 common shares, warrants to purchase 4,097,398 common shares,
$1,205,343 in 13% notes convertible into 1,854,374 common shares and
38,571 shares subject to stock options. Dr. Imhoff is on the board of
directors.
|
(4)
|
Consists
of 272,500 common shares, warrants to purchase 4,012,439 common shares and
$683,732 in 13% notes convertible into 1,051,895 common
shares.
|
(5)
|
Consists of the
securities held by Kuekenhof Equity Fund, LP listed in note 6, plus 61,786
shares subject to stock options held by Michael C. James personally. Mr.
James is on the Board of
Directors.
|
(6)
|
Consists of warrants to
purchase 1,742,409 common shares and $965,005 in 13% notes convertible
into 1,484,623 common shares held by Kuekenhof Equity Fund, LP, for which
Michael C. James is Managing Partner (see note
5).
|
(7)
|
Consists of warrants to
purchase 218,879 common shares, $148,288 in 13% notes convertible into
228,136 common shares and 758,155 shares subject to stock
options held by Hart Management, LLC, Ronald Hart, owner. Dr. Hart is on
the Board of Directors.
|
(8)
|
Consists of warrants to
purchase 244,792 common shares, $47,962 in 13% notes convertible into
73,788 common shares and 518,571 shares subject to stock options held by
Ronald Allen. Mr. Allen is on the Board of
Directors.
|
(9)
|
Consists of 9,476
common shares, warrants to purchase 56,120 common shares, $50,125 in a 13%
note convertible into 77,115 common shares and 336,625 shares subject to
stock options.
|
(10)
|
Consists of 465,556
shares subject to stock
options.
|
(11)
|
Consists of 354,389
shares subject to stock
options.
|
(12)
|
Consists of 12,963
common shares, warrants to purchase 65,033 common shares, $10,481,
13% note to purchase 16,124 common shares and 246,509 shares subject to
stock options held by William Zachary. Mr. Zachary is on our Board of
Directors.
|
(13)
|
Consists of 3,087,193
common shares, 33,333 preferred shares convertible into 992,400 common
shares, warrants to purchase 6,424,630 common shares, $2,427,204, 13%
notes convertible into 3,734,160 common shares and 2,780,162 shares
subject to stock options.
|
Class
|
Shares
1
|
Percent
Shares
|
Percent
Derivatives
|
Other
Common Total Shares Outstanding
|
19,614,975
|
46.6%
|
25.6%
|
Common
Shares in respect of 2004 Series A Preferred Shares, plus dividend
converted @ $0.65
|
7,973,809
|
19.0%
|
10.4%
|
Common
Shares in respect of 2007 Notes, plus interest converted @
$0.65
|
14,473,674
|
34.4%
|
18.9%
|
Total
|
22,447,483
|
||
Common
TSO - Post Financing
|
42,062,458
|
||
2007
Convertible Note Warrants
|
25,258,710
|
72.9%
|
32.9%
|
Other
warrants
|
1,187,138
|
2.7%
|
1.4%
|
Total
Warrants outstanding
|
26,445,848
|
||
2004
Series A Preferred shares Warrants for Common Shares - To be
issued
|
2,799,327
|
8.1%
|
3.7%
|
Total
Warrants to be issued
|
2,799,327
|
||
Options
|
5,382,500
|
15.5%
|
7.0%
|
Sub-Total
Derivatives
|
34,627,675
|
||
Total
|
76,690,133
|
GUIDED THERAPEUTICS, INC. (FORMERLY SPECTRX,
INC.) AND SUBSIDIARIES
CONSOLIDATED BALANCE
SHEETS
(In Thousands Except
Per Share Data)
|
ADJUSTMENTS
|
PRO-FORMA
AS IF CONVERTED
|
|||||||||||||
ASSETS
|
September 30,
|
September
30,
|
||||||||||||
2009
|
2009
|
|||||||||||||
CURRENT
ASSETS:
|
(Unaudited)
|
(Unaudited)
|
||||||||||||
Cash
and cash equivalents
|
$ | 301 | $ | - | $ | 301 | ||||||||
Accounts
receivable, net of allowance for doubtful accounts of $25 at
December
31, 2008 and September 30, 2009
|
635 | - | 635 | |||||||||||
Other
current assets
|
70 | - | 70 | |||||||||||
Total
current assets
|
1,006 | - | 1,006 | |||||||||||
Property
and equipment, net
|
20 | - | 20 | |||||||||||
Deferred
debt issuance costs, net
|
231 | - | 231 | |||||||||||
Capitalized
cost of internally developed software
|
77 | - | 77 | |||||||||||
Other
assets
|
51 | - | 51 | |||||||||||
Total
noncurrent assets
|
379 | - | 379 | |||||||||||
TOTAL
ASSETS
|
$ | 1,385 | $ | - | $ | 1,385 | ||||||||
LIABILITIES
AND CAPITAL DEFICIT
|
||||||||||||||
CURRENT
LIABILITIES:
|
||||||||||||||
Short
term notes payable
|
74 | - | 74 | |||||||||||
Notes
payable – past due
|
429 | - | 429 | |||||||||||
Accounts
payable
|
1,291 | - | 1,291 | |||||||||||
Accrued
liabilities
|
779 | - | 779 | |||||||||||
Deferred
revenue
|
438 | - | 438 | |||||||||||
Dividends
payable – Series A
|
1,778 | (1,778 | ) | B | - | |||||||||
Advances
payable – Roche
|
381 | - | 381 | |||||||||||
Convertible
notes payable, including accrued interest and net of debt discount
and
unfunded
subscriptions of $4.6 million and $2.3 million, at December 31, 2008
and
September
30, 2009 respectively, to former debt holders-related
parties
|
7,420 | (7,420 | ) | C | - | |||||||||
Total
current liabilities
|
12,590 | (9,198 | ) | 3,392 | ||||||||||
OTHER
LIABILITIES:
|
||||||||||||||
3rd
Party Investment in Subsidiary
|
104 | - | 104 | |||||||||||
TOTAL
LIABILITIES
|
$ | 12,694 | $ | (9,198 | ) | $ | 3,496 | |||||||
COMMITMENTS
& CONTINGENCIES
|
||||||||||||||
CAPITAL
DEFICIT:
|
||||||||||||||
Series
A convertible preferred stock, $.001 par value; 5,000 shares
authorized,
336
and 306 shares issued and outstanding as of December 31, 2008 and
September 30, 2009, respectively
(liquidation
preference $7,755 and $7,073 as of December 31, 2008 and September 30,
2009, respectively)
|
2,725 | (2,725 | ) | D | - | |||||||||
Common
stock, $.001 par value; 100,000 shares authorized, 15,623 and 17,192
shares
issued
and outstanding as of December 31, 2008 and September 30, 2009,
respectively.
|
17 | 2 | B | 43 | ||||||||||
Common
stock, $.001 par value; 100,000 shares authorized, 15,623 and 17,192
shares
issued
and outstanding as of December 31, 2008 and September 30, 2009,
respectively.
|
- | 15 | C | - | ||||||||||
Common
stock, $.001 par value; 100,000 shares authorized, 15,623 and 17,192
shares
issued
and outstanding as of December 31, 2008 and September 30, 2009,
respectively.
|
- | 9 | D | - | ||||||||||
Additional
paid-in capital
|
60,208 | - | 73,805 | |||||||||||
Additional
paid-in capital
|
- | 1,700 | A | |||||||||||
Additional
paid-in capital
|
- | 1,776 | B | |||||||||||
Additional
paid-in capital
|
- | (796 | ) | C | ||||||||||
Additional
paid-in capital
|
- | 8,201 | C | |||||||||||
Additional
paid-in capital
|
- | 2,716 | D | |||||||||||
Treasury
stock, at cost
|
(104 | ) | - | (104 | ) | |||||||||
Accumulated
deficit
|
(74,155 | ) | - | (75,855 | ) | |||||||||
Accumulated
deficit
|
- | (1,700 | ) | A | - | |||||||||
TOTAL
CAPITAL (DEFICIT) / SURPLUS
|
(11,309 | ) | 9,198 | (2,111 | ) | |||||||||
TOTAL
LIABILITIES AND CAPITAL DEFICIT
|
$ | 1,385 | $ | - | $ | 1,385 | ||||||||
NOTES
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
|
GUIDED THERAPEUTICS INC. (FORMERLY SPECTRX,
INC.) AND SUBSIDIARIES
UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands Except
Per Share Data)
|
FOR THE TWELVE MONTHS ENDED
|
FOR THE NINE MONTHS ENDED
|
|||||||||||||||||||||||
DECEMBER 31,
|
PRO-FORMA
ADJUSTMENTS
|
PRO-FORMA
AS IF CONVERTED
|
SEPTEMBER 30,
|
PRO-FORMA
ADJUSTMENTS
|
PRO-FORMA
AS IF CONVERTED
|
|||||||||||||||||||
2008
|
2008
|
2009
|
2009
|
|||||||||||||||||||||
(Audited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||||||||
REVENUE:
|
||||||||||||||||||||||||
Service
revenue
|
$ | 1,115 | $ | - | $ | 1,115 | $ | 1,000 | $ | - | $ | 1,000 | ||||||||||||
COSTS
AND EXPENSES:
|
||||||||||||||||||||||||
Research
and development
|
1,591 | 1,591 | 1,007 | 1,007 | ||||||||||||||||||||
Sales
and Marketing
|
32 | 32 | 42 | 42 | ||||||||||||||||||||
General
and administrative
|
1,896 | 1,896 | 1,299 | 1,299 | ||||||||||||||||||||
Total
|
3,519 | 3,519 | 2,348 | 2,348 | ||||||||||||||||||||
Operating
loss
|
(2,404 | ) | (2,404 | ) | (1,348 | ) | (1,348 | ) | ||||||||||||||||
LOSS
ON DEBT FORGIVENESS
|
- | - | (782 | ) | (782 | ) | ||||||||||||||||||
OTHER
INCOME / (INTEREST EXPENSE), net
|
(1,168 | ) | (1,168 | ) | (2,640 | ) | (2,640 | ) | ||||||||||||||||
LOSS INCOME
FROM CONTINUING OPERATIONS
|
(3,572 | ) | (3,572 | ) | (4,770 | ) | (4,770 | ) | ||||||||||||||||
NONRECURRING
CHARGES - WRITE OFF OF UNAMORTIZED DEBT
DISCOUNT
|
- | - | - | - | ||||||||||||||||||||
PROVISION
FOR INCOME TAXES
|
- | - | - | - | ||||||||||||||||||||
NET
LOSS
|
(3,572 | ) | (3,572 | ) | (4,770 | ) | (4,770 | ) | ||||||||||||||||
PREFERRED
STOCK DIVIDENDS
|
(211 | ) | (211 | ) | (178 | ) | (178 | ) | ||||||||||||||||
NET
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$ | (3,783 | ) | $ | - | $ | (3,783 | ) | $ | (4,948 | ) | $ | - | $ | (4,948 | ) | ||||||||
BASIC AND DILUTED NET (LOSS) PER SHARE
ATTRIBUTABLE TO COMMON STOCKHOLDERS,
FROM CONTINUING OPERATIONS
|
||||||||||||||||||||||||
$ | (0.27 | ) | $ | - | $ | (0.04 | ) | $ | (0.30 | ) | $ | - | $ | (0.06 | ) | |||||||||
WEIGHTED
AVERAGE SHARES OUTSTANDING
|
14,155 | - | 85,602 | 16,424 | - | 85,602 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
|
GUIDED THERAPEUTICS, INC. (FORMERLY SPECTRX,
INC.) AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
|
In
"000
|
|||||||
A
|
Debit
|
Retained
Deficit
|
1,700
|
||||
Credit
|
APIC
|
1,700
|
|||||
To
record issuance of 2,799,327 warrants associated with Series A Preferred
stock
conversion to common stock
|
|||||||
B
|
Debit
|
Dividend
Payable on Series A Preferred Stock
|
1,778
|
||||
Credit
|
APIC
|
1,776
|
|||||
Credit
|
Common
Stock
|
2
|
|||||
To convert unpaid dividends on Series A preferred into common
stock
|
|||||||
C
|
Debit
|
Notes
Payable
|
8,216
|
||||
Debit
|
APIC
|
796
|
|||||
Credit
|
Unamortized
Debt Discount
|
796
|
|||||
Credit
|
Common
Stock
|
15
|
|||||
Credit
|
APIC
|
8,201
|
|||||
To record conversion of Notes payable and Unamortized Discount to
common stock
|
|||||||
D
|
Debit
|
Series
A Preferred Stock
|
2,725
|
||||
Credit
|
Commons
Stock
|
9
|
|||||
Credit
|
APIC
|
2,716
|
|||||
To record conversion of 287,876 shares of Series A Preferred
stock
to 9,121,729 shares of common stock
|
|||||||
E
|
|
NEW
WARRANTS TO BE ISSUED FOR THE SERIES A CONVERSION
|
|||||
In conjunction with the reclassification of the series A convertible preferred stock into common stock and warrants to purchase shares of common stock, current holders of our series A preferred stock will receive warrants to purchase approximately 2,799,327 shares of common stock, with such warrants having an exercise price of $0.65 per share of common stock and expiring thirty months from the date of their issuance. These warrants represent consideration given for the purpose of inducing conversion, or reclassification, of the series A preferred stock into common stock The fair value of the warrants issued will be calculated at the date of issuance determined by using the Black-Scholes valuation model. Using the closing stock price as of January 11, 2010, the fair value of the warrants was approximately $1.7 million. | |||||||
|
|||||||
Related to the conversion of the notes payable to common stock, the Company will recognize an expense to recognize the write-off the unamortized debt discount associated with the oustanding balance of the notes payable. This cost for the write-off of the unamortized debt discount of approximately $1.7 million will be recognized in the income statement at the date of conversion of the notes payable to common stock. | |||||||
Before
Completion of Recapitalization
|
||||||||||||||||||||||||||||||||||||
Name
|
Principal
Amount
of
2007
Notes
($000)
|
2007
Notes convertible into
Common
Stock
(number
of shares)
|
Series
A
Preferred
Stock
(number
of shares)
|
Series
A, convertible
into
Common
Stock
(number
of shares)
|
Warrants,
Currently Owned
(number
of underlying
shares
of common stock)
|
Options
(number
of underlying
shares
of common stock)
|
Common
Stock
(number
of shares)
Currently
Owned
|
Beneficiary
Ownership
Total
|
Percentage
of Beneficiary
Ownership
Total
|
|||||||||||||||||||||||||||
Dr.
John Imhoff
|
1,205 | 1,854,374 | 33,333 | 992,400 | 4,097,398 | 38,571 | 3,077,717 | 10,060,460 | 13.12 | % | ||||||||||||||||||||||||||
Dolores
Maloof
|
684 | 1,051,895 | - | - | 4,012,439 | - | 272,500 | 5,336,834 | 6.96 | % | ||||||||||||||||||||||||||
Michael
C. James
|
965 | 1,484,623 | - | - | 1,742,409 | 61,786 | - | 3,288,818 | 4.29 | % | ||||||||||||||||||||||||||
Kuekenhof
Equity
Fund, LLP
|
965 | 1,484,623 | - | - | 1,742,409 | - | - | 3,227,032 | 4.21 | % | ||||||||||||||||||||||||||
Ronald
Hart
|
148 | 228,136 | - | - | 218,879 | 758,155 | - | 1,205,170 | 1.57 | % | ||||||||||||||||||||||||||
Ronald
W. Allen
|
48 | 73,788 | - | - | 244,792 | 518,571 | - | 837,151 | 1.09 | % | ||||||||||||||||||||||||||
Richard
L. Fowler
|
50 | 77,115 | - | - | 56,120 | 336,625 | 9,476 | 479,336 | 0.63 | % | ||||||||||||||||||||||||||
Mark
L. Faupel
|
- | - | - | - | - | 465,556 | - | 465,556 | 0.61 | % | ||||||||||||||||||||||||||
Shabbir
Bambot
|
- | - | - | - | - | 354,389 | - | 354,389 | 0.46 | % | ||||||||||||||||||||||||||
William
E. Zachary, Jr.
|
10 | 16,124 | - | - | 65,033 | 246,509 | 12,963 | 340,629 | 0.44 | % | ||||||||||||||||||||||||||
Total
|
$ | 4,075 | 6,270,678 | 33,333 | 992,400 | 12,179,479 | 2,780,162 | 3,372,656 | 25,595,375 | 33.38 | % |
(1)
|
Assumes
full conversion of all 2007 Notes and shares of series A preferred stock,
as well as exercise of all warrants and
options
|
(2)
|
Assumes
full conversion or exercise, as discussed in Note (1), by all holders of
such securities
|
After
Completion of Recapitalization
|
||||||||||||||||||||||||||||||||||||
Name
|
Principal
Amount
of
2007
Notes
($000)
|
2007
Notes convertible into
Common
Stock
(number
of shares)
|
Series
A
Preferred
Stock
(number
of shares)
|
Series
A, convertible into
Common
Stock
(number
of shares)
|
Warrants,
Currently Owned
(number
of underlying
shares
of common stock)
|
Options
(number
of underlying
shares
of common stock)
|
Common
Stock
(number
of shares)
Currently
Owned
|
Beneficiary
Ownership
Total
|
Percentage
of Beneficiary
Ownership
Total
|
|||||||||||||||||||||||||||
Dr.
John Imhoff
|
- | - | - | - | 4,482,061 | 38,571 | 4,070,117 | 10,445,123 | 13.62 | % | ||||||||||||||||||||||||||
Dolores
Maloof
|
- | - | - | - | 4,012,439 | - | 272,500 | 5,336,834 | 6.96 | % | ||||||||||||||||||||||||||
Michael
C. James
|
- | - | - | - | 1,742,409 | 61,786 | - | 3,288,818 | 4.29 | % | ||||||||||||||||||||||||||
Kuekenhof
Equity
Fund, LLP
|
- | - | - | - | 1,742,409 | - | - | 3,227,032 | 4.21 | % | ||||||||||||||||||||||||||
Ronald
Hart
|
- | - | - | - | 218,879 | 758,155 | - | 1,25,170 | 1.57 | % | ||||||||||||||||||||||||||
Ronald
W. Allen
|
- | - | - | - | 244,792 | 518,571 | - | 837,151 | 1.09 | % | ||||||||||||||||||||||||||
Richard
L. Fowler
|
- | - | - | - | 56,120 | 336,625 | 9,476 | 479,336 | 0.63 | % | ||||||||||||||||||||||||||
Mark
L. Faupel
|
- | - | - | - | - | 465,556 | - | 465,556 | 0.61 | % | ||||||||||||||||||||||||||
Shabbir
Bambot
|
- | - | - | - | - | 354,389 | - | 354,389 | 0.46 | % | ||||||||||||||||||||||||||
William
E. Zachary, Jr.
|
- | - | - | - | 65,033 | 246,509 | 12,963 | 340,629 | 0.44 | % | ||||||||||||||||||||||||||
Total
|
$ | - | - | - | - | 12,564,142 | 2,780,162 | 4,365,056 | 25,980,038 | 33.86 | % |
|
●
|
Amendment No. 1 to
Annual Report on Form 10-K, for the fiscal year ended December 31, 2008
(filed with the SEC on July 28,
2009)
|
|
●
|
Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2009 (filed with the
SEC on November 12, 2009)
|
No. _____ | ____________________, 2010 |
|
If
to the Holder:
|
|
_____________________________
|
|
_____________________________
|
|
_____________________________
|
|
If
to the Company:
|
|
5835
Peachtree Corners East, Suite D
|
|
Norcross,
GA 30092
|
GUIDED THERAPEUTICS, Inc. | ||
By: ________________________________________ | ||
Name:
Title:
|
Name: |
Social Security or Employer Identification Number: |
Address: |
Deliver to: |
Address: |
|
___
|
The
undersigned requests that the Company cause its transfer agent to
electronically transmit the Common Stock issuable pursuant to this
Subscription Form to the account of the undersigned or its nominee (which
is ____________________) with DTC through its Deposit Withdrawal Agent
Commission System (“DTC
Transfer”), provided that such transfer agent participates in the
DTC Fast Automated Securities Transfer program and the Common Stock
issuable pursuant to this Subscription Form may be issued in book-entry
form pursuant to such program.
|
|
___
|
In
lieu of receiving the shares of Common Stock issuable pursuant to this
Subscription Form by way of DTC Transfer, the undersigned hereby requests
that the Company cause its transfer agent to issue and deliver to the
undersigned physical certificates representing such shares of Common
Stock.
|
Address: | ||
Date: |
(Print Name of Warrant Holder) | |
(Signature) | |
(Title of signatory, if applicable) |
If to the Company, to: |
5835
Peachtree Corners East, Suite D
Norcross, Georgia 30092
|
GUIDED THERAPEUTICS, INC. | ||
By: _______________________________________________ | ||
Name: _____________________________________________ | ||
Title: _____________________________________________ | ||
THE STOCKHOLDERS: | ||
By: _______________________________________________ | ||
Name: _____________________________________________ | ||
Title: ______________________________________________ | ||
STOCKHOLDER | ||
By: _________________________________________________ | ||
Name: ______________________________________________ | ||
Title: _______________________________________________ | ||
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
GUIDED
THERAPEUTICS, INC.
SPECIAL MEETING OF
STOCKHOLDERS
TO BE HELD FEBRUARY 26,
2010
|
Dated:
_________________, 2010
|
|||
Signature
|
|||
Signature
|
|||