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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Imhoff John E

(Last) (First) (Middle)
5853 PEACHTREE CORNERS EAST
SUITE B

(Street)
PEACHTREE CORNERS GA 30092

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GUIDED THERAPEUTICS INC [ GTHP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Preferred Series D Stock 03/06/2025 J(1) 300 D (1) 0 D
Common Stock 03/06/2025 J(1) 900,000 A (1) 9,662,756 D
Preferred Series C2 Stock 03/06/2025 J/K(2) 2,400.75 D (2) 0 D
Common Stock 03/06/2025 J/K(2) 4,801,500 A $0.5 14,464,256 D
Preferred Series C Stock 03/07/2025 P(3) 286 A (3) 286 D
Preferred Series C Stock 03/11/2025 J(3) 286 D (3) 0 D
Common Stock 03/11/2025 J/K(3) 2,258,690 A $0.1266 16,722,946 D
Common Stock 03/18/2025 P(4) 1,000,000 A $0.1 17,722,946 D
Common Stock 03/18/2025 P(5) 263,069 A $0.1 17,986,015 D
Common Stock 04/10/2025 J(6) 6,365 A (6) 17,992,380 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $0.13 03/18/2025 P(4) 1,000,000 03/18/2025 03/17/2029 Common Stock 1,000,000 (4) 1,000,000 D
Warrants $0.13 03/18/2025 P(5) 263,069 03/18/2025 03/17/2029 Common Stock 263,069 (5) 1,263,069 D
Explanation of Responses:
1. On March 6, 2025, Mr. Imhoff converted 300 shares of Series D preferred stock into 900,000 shares of common stock. The Series D preferred stock had a stated value of $750 and $0.25 exercise price.
2. On March 6, 2025, Mr. Imhoff signed an exchange agreement to convert shares of Series C2 preferred stock at $0.50 conversion prices. For 2,400.75 Series C2 preferred shares, Mr. Imhoff received 4,801,500 common shares.
3. On March 7, 2025, for a purchase price of $112,934.50, Mr. Imhoff purchased 286 shares of Series C preferred stock from a third party. The shares had a conversion price of $0.1266, and on March 11, 2025 were converted to 2,258,690 common shares.
4. On March 18, 2025, the Company entered into a Securities Purchase Agreement (the "March Purchase Agreement") with Dr. Imhoff, pursuant to which the Company agreed to sell, for a total price of $100,000, 1,000,000 units, each unit consisting of one share of common stock and one warrant to purchase up to 1,000,000 shares of common stock (the "March Warrants"). The March Warrants were immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.13 per share.
5. In connection with the March Purchase Agreement, the Company entered into an exchange agreement with Dr. Imhoff, whereby Dr. Imhoff agreed to exchange a $25,000 note payable and accrued interest of $1,307 for 263,069 units as described above.
6. These shares were issued for payment of accrued dividends on the reporting individual's Series F preferred stock, at a conversion price of $0.0943.
Remarks:
/s/ John E. Imhoff 04/17/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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