| 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) 12/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | ||||||
| Common Stock | 12/18/2025 | C(1) | 195,460 | A | $0.07 | 19,658,955 | D | |||
| Common Stock | 01/05/2026 | J(2) | 25,338 | A | (2) | 19,684,293 | D | |||
| Common Stock | 02/02/2026 | C(3) | 312,720 | A | $0.07 | 19,997,013 | D | |||
| Common Stock | 02/25/2026 | X | 500,000 | A | (4) | 20,497,013 | D | |||
| Preferred Series E Stock | 02/27/2026 | J(5) | 100 | D | (5) | 0 | D | |||
| Common Stock | 02/27/2026 | J(5) | 400,000 | A | (5) | 20,897,013 | D | |||
| Common Stock | 02/27/2026 | C(6) | 156,086 | A | $0.07 | 21,053,099 | 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 | ||||||||
| Convertible Promissory Note | $0.07 | 12/18/2025 | C(1) | 195,460(1) | 11/28/2025 | 02/28/2027 | Common Stock | 195,460(1) | (1) | 150,000(1) | D | ||||
| Convertible Promissory Note | $0.07 | 02/02/2026 | C(3) | 312,720(3) | 01/30/2026 | 02/28/2027 | Common Stock | 312,720(3) | (3) | 130,000(3) | D | ||||
| Warrants | $0.65 | 02/25/2026 | J(4) | 500,000 | 09/01/2022 | 09/01/2026 | Common Stock | 500,000 | (4) | 0 | D | ||||
| Warrants | $0.65 | 02/25/2026 | J(4) | 500,000 | 02/25/2026 | 09/01/2027 | Common Stock | 500,000 | (4) | 500,000 | D | ||||
| Warrants | $0.5 | 02/25/2026 | J(4) | 500,000 | 09/01/2022 | 09/01/2026 | Common Stock | 500,000 | (4) | 0 | D | ||||
| Warrants | $0.2 | 02/25/2026 | J(4) | 500,000 | 02/25/2026 | 02/25/2026 | Common Stock | 500,000 | (4) | 500,000 | D | ||||
| Warrants | $0.2 | 02/25/2026 | X | 500,000 | 02/25/2026 | 02/25/2026 | Common Stock | 500,000 | (4) | 0 | D | ||||
| Convertible Promissory Note | $0.07 | 02/27/2026 | C(6) | 156,086(6) | 02/27/2026 | 02/28/2027 | Common Stock | 156,086(6) | $0.07(6) | 120,000(6) | D | ||||
| Explanation of Responses: |
| 1. On December 18, 2025, Dr. Imhoff converted $13,682.19 outstanding under a September 25, 2025 Convertible Promissory Note into 195,460 shares of common stock at a conversion price of $0.07 per share. The amount converted consisted of $10,000 of principal and $3,682.19 of accrued interest. Following the reported conversion, $150,000 of principal remains outstanding under the convertible promissory note. Upon the occurrence of an event of default, the remaining balance is convertible into common stock at a variable conversion price determined in accordance with the terms of the note. |
| 2. These shares were issued for payment of accrued dividends on the reporting individual's Series E preferred stock, at a conversion price of $0.3157. |
| 3. On February 2, 2026, Dr. Imhoff converted $21,890.41 outstanding under a September 25, 2025 Convertible Promissory Note into 312,720 shares of common stock at a conversion price of $0.07 per share. The amount converted consisted of $20,000 of principal and $1,890.41 of accrued interest. Following the reported conversion, $130,000 of principal remains outstanding under the convertible promissory note. Upon the occurrence of an event of default, the remaining balance is convertible into common stock at a variable conversion price determined in accordance with the terms of the note. |
| 4. During February 2026, Mr. Imhoff signed an exchange agreement pursuant to which 500,000 warrants to purchase shares of common stock with an exercise price of $0.50 were exchanged for 500,000 warrants with an exercise price of $0.20. The newly issued warrants were subsequently exercised upon payment of $100,000. In connection with the exchange agreement, the expiration date of 500,000 warrants with exercise price of $0.65 was extended for one year, until September 1, 2027. |
| 5. On February 27, 2026, Mr. Imhoff converted 100 shares of Series E preferred stock into 400,000 shares of common stock. The Series E preferred stock had a stated value of $1,000 and $0.25 conversion price. |
| 6. On February 26, 2026, Dr. Imhoff converted $10,926.03 outstanding under a September 25, 2025 Convertible Promissory Note into 156,086 shares of common stock at a conversion price of $0.07 per share. The amount converted consisted of $10,000 of principal and $926.03 of accrued interest. Following the reported conversion, $120,000 of principal remains outstanding under the convertible promissory note. Upon the occurrence of an event of default, the remaining balance is convertible into common stock at a variable conversion price determined in accordance with the terms of the note. |
| Remarks: |
| /s/ John E. Imhoff | 03/12/2026 | |
| ** 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. | ||