| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GUIDED THERAPEUTICS INC [ GTHP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/06/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/17/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 300 | D | (1) | 0 | D | |||
| Common Stock | 03/06/2025 | J | 900,000 | A | (1) | 9,662,756 | D | |||
| Preferred Series C2 Stock | 03/06/2025 | J/K | 2,400.75 | D | (2) | 0 | D | |||
| Common Stock | 03/06/2025 | J/K | 4,801,500 | A | $0.5 | 14,464,256 | D | |||
| Preferred Series C Stock | 03/07/2025 | P | 286 | A | (3) | 286 | D | |||
| Preferred Series C Stock | 03/11/2025 | J | 286 | D | (3) | 0 | D | |||
| Common Stock | 03/11/2025 | J/K | 2,258,690 | A | $0.1266 | 16,722,946 | D | |||
| Preferred Series E Stock | 03/13/2025 | P(4) | 150 | A | (4) | 400 | D | |||
| Common Stock | 03/18/2025 | P(5) | 1,000,000 | A | $0.1 | 17,722,946 | D | |||
| Common Stock | 03/18/2025 | P(6) | 263,069 | A | $0.1 | 17,986,015 | D | |||
| Common Stock | 04/10/2025 | J(7) | 6,365 | A | (7) | 17,992,380 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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(5) | 1,000,000 | 03/18/2025 | 03/17/2029 | Common Stock | 1,000,000 | (5) | 1,000,000 | D | ||||
| Warrants | $0.13 | 03/18/2025 | P(6) | 263,069 | 03/18/2025 | 03/17/2029 | Common Stock | 263,069 | (6) | 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 13, 2025, for a purchase price of $30,000, Mr. Imhoff purchased 150 shares of Series E preferred stock from a third party. The shares have a conversion price of $0.25 and a stated value of $1,000. |
| 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. |
| 7. 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 | 05/23/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||