gthp424b36211.htm
 
 
 

 
Filed pursuant to Rule 424(b)(3)
Registration No. 333-169755
 
PROSPECTUS SUPPLEMENT NO. 2
 
 
29,832,949 Shares of Common Stock
 
 
of
 
 
Guided Therapeutics, Inc.
 
 
 

 
This prospectus supplement no. 2 supplements and amends the prospectus dated December 6, 2010, previously supplemented on March 8, 2011, which constitutes part of our registration statement on Form S-1 (No. 333-169755) relating to up to 29,832,949 shares of our common stock that may be offered for sale by the stockholders named in the prospectus. This prospectus supplement includes our attached current report on Form 8-K, which was filed with the Securities and Exchange Commission on June 2, 2011.
 
This prospectus supplement should be read in conjunction with the prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the prospectus.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus.

Investing in our common stock involves a high degree of risk. We urge you to carefully read the “Risk Factors” section beginning on page 3 of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
 
The date of this prospectus supplement is June 2, 2011.
 
 
 
 
 
 
 
 
 
 
 
 
 
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) June 2, 2011;  June 1, 2011
 
GUIDED THERAPEUTICS, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 
         
Delaware
(State or Other Jurisdiction of Incorporation)
  
0-22179
(Commission File Number)
  
58-2029543
(IRS Employer Identification No.)

   
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 :
 
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
 
 
 
 
 
 
 
 
 
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of CertainOfficers; Compensatory Arrangements of Certain Officers.
 
On June 1, 2011, William Zachary, the Chairman of the Company's board of directors, informed the Company that he would not stand for reelection at the next annual meeting of shareholders.
 
 
 
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.
 
 
     GUIDED THERAPEUTICS, INC  
       
   By:  /s/ MARK L. FAUPEL  
                                                                                                                                                                                                                  Mark L. Faupel, Ph.D.  
     CEO & President  
 Date:  June 2, 2011      
 
 
 
 
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