8-K

UNITED STATES

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 reported): July 25, 2022

GUIDED THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-22179	58-2029543
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5835 Peachtree Corners East, Suite B Peachtree Corners, Georgia	30092
(Address of principal executive offices)	(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed in the Current Report on Form 8-K filed on January 7, 2022 by Guided Therapeutics, Inc., a Delaware corporation (the “Company”) and the Current Report on Form 8-K filed by the Company on July 27, 2021, on July 22, 2021, the Company’s stockholders approved a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a ratio of up to 1-for-20, with such ratio to be determined at the sole discretion of the Company’s board of directors (the “Board”). On December 30, 2021, the Board approved a 1-for-20 reverse stock split (the “Reverse Stock Split”), and the Company subsequently filed a Certificate of Amendment (the “Reverse Split Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on December 30, 2021. On November 18, 2021, the Company submitted an Issuer Company Related Action Notification regarding the Reverse Stock Split to Financial Industry Regulatory Authority (“FINRA”). As of July 25, 2022, FINRA has not declared the Reverse Stock Split effective and therefore the reverse split was never effected on the OTC Market.

On July 25, 2022, the Company filed a Certificate of Correction (“Certificate of Correction”) with the Secretary of State of Delaware to render null and void ab initio the Reverse Split Amendment and as a result, the Reverse Stock Split is deemed null and void ab initio.

The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 25, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.
Date: July 29, 2022	/s/ Gene S. Cartwright, Ph.D.
	By: Gene S. Cartwright, Ph.D.
	President, Chief Executive Officer and Director

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EX-3.1

EXHIBIT 3.1

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

Guided Therapeutics, Inc., a corporation organized and existing under and by virtue of the laws of the General Corporation Law of the State of Delaware, does hereby certify that:

1.	The name of the corporation is Guided Therapeutics, Inc.
2.	A certificate of amendment to the certificate of incorporation (the “Certificate of Amendment”) was filed with the Secretary of State of Delaware on December 30, 2021 and said Certificate of Amendment requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
3.	The defect of said Certificate of Amendment is that the Certificate of Amendment caused each share of the common stock of the corporation issued and outstanding immediately prior to the date and time of the filing of the Certificate of Amendment with the Secretary of State of Delaware to be automatically changed and reclassified into a smaller number of shares such that each 20 shares of issued common stock is reclassified into one share of common stock. This action was approved predicated upon a contemplated securities offering, which will not occur. Therefore, the corporation does not intend to effect such change and reclassification of its shares of common stock.
4.	The Certificate of Amendment is hereby rendered null and void ab initio.

IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction to be executed by its duly authorized officer and filed on this 25^st day of July, 2022.

Guided Therapeutics, Inc.
By:	/s/ Gene Cartwright
Name:	Gene Cartwright
Title:	Chief Executive Officer

XML

Cover	Jul. 25, 2022
Cover [Abstract]
Entity Registrant Name	GUIDED THERAPEUTICS, INC.
Entity Central Index Key	0000924515
Document Type	8-K
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Emerging Growth Company	false
Document Period End Date	Jul. 25, 2022
Entity File Number	0-22179
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	58-2029543
Entity Address Address Line 1	5835 Peachtree Corners
Entity Address Address Line 2	Suite B
Entity Address City Or Town	Peachtree Corners
Entity Address State Or Province	GA
Entity Address Postal Zip Code	30092
City Area Code	770
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	242-8723