UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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): ~~March~~September 923, ~~2023 (March 3, 2023)~~2024

GUIDED THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0000-22179	58-2029543
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5835 Peachtree Corners East, Suite BNorcross, Georgia		30092
5835 Peachtree Corners East, Suite BPeachtree 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Resignation~~On September 23, 2024, Guided Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), including John Imhoff a member of Mrthe Company’s Board of Directors, for the purpose of raising $300,000 in gross proceeds for the Company. ~~Gene~~Pursuant ~~Cartwright~~to the terms of the Purchase Agreement, the Company agreed to sell, in a private placement offering, an aggregate of 3,333,335 shares (the “Shares”) of the Company’s common stock (“Common Stock”) and warrants (the “Warrants”) to purchase up to 3,333,335 shares of Common Stock (the shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”). The combined purchase price per Share and Warrant was $0.09. The Warrants are immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.12 per share.

OnThe ~~March~~closing ~~3, 2023, Dr. Gene Cartwright notified the Board~~ of ~~Directors~~offering ~~(the~~pursuant ~~“Board”) of Guided Therapeutics, Inc. (the “Company”) of his intent~~ to ~~retire from his position as President and Chief Executive Officer of~~ the ~~Company~~Purchase ~~and~~Agreement asoccurred ~~a member of the Board, effective immediately. Mr. Cartwright’s retirement was not the result of any disagreement with management or the Company~~ on ~~any~~September ~~matter relating to the Company’s operations~~23, ~~policies or practices~~2024.

~~Appointment~~The ofCompany ~~Dr.~~intends ~~Mark~~to ~~Faupel~~use ~~and~~the ~~Mr.~~net ~~Alan~~proceeds ~~Grujic~~from the transactions for general corporate purposes and working capital.

DrThe forms of the Purchase Agreement and the Warrant are filed as Exhibits 4.1 ~~Mark~~and ~~Faupel~~10.1, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

OnItem ~~March 7, 2023, the Board appointed Dr~~9. ~~Mark Faupel, Ph~~01.~~D.,~~ ~~67,~~Financial ~~the~~Statements ~~Company’s Chief Operating Officer since December 2016, to replace Mr. Cartwright as the Company’s President~~ and ~~Chief Executive Officer, effective as of March 6, 2023~~Exhibits. Dr. Faupel is one of the co-founders of the Company and he previously served as the Company’s Chief Executive Officer from May 2007 through 2013. Dr. Faupel has also been a member of the Board since 2017. Dr. Faupel has more than 30 years of experience in developing non-invasive alternatives to surgical biopsies and blood tests, particularly in the area of cancer screening and diagnostics. Dr. Faupel has served as a National Institutes of Health reviewer, is the inventor on several U.S. patents and has authored numerous scientific publications and presentations, appearing in such peer-reviewed journals as The Lancet. Dr. Faupel earned his Ph.D. in neuroanatomy and physiology from the University of Georgia. The Company believes Dr. Faupel is more than suitable to fulfill the roles of President and Chief Executive Officer of the Company because of his educational background and his extensive experience in several other executive roles within the Company.

~~The~~(d) Board decided to defer discussing his compensation and the Company’s compensation committee plans on meeting at a later date to determine the additional compensation that will be paid to Dr. Faupel for acting as the President and Chief Executive Officer of the Company.Exhibits

Aside from agreements that have previously been disclosed by the Company in its filings with the Securities and Exchange Commission, Dr. Faupel has not been involved in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Dr. Faupel and any other director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company and there are no arrangements or understandings between him and any other persons pursuant to which he was or is to be selected as an officer.

Exhibit No.		Description
4.1		Form of Warrant
10.1		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Mr. Alan Grujic~~2

On March 7, 2023, the Board appointed Mr. Alan Grujic to replace Mr. Cartwright on the Board, effective March 8, 2023. Mr. Grujic, 55, earned a bachelor’s degree in electrical engineering from the University of Toronto and an MBA with a concentration in finance from the University of British Columbia. After commencing his engineering career at CAMI Automotive (Ingersoll, Ontario), Mr. Grujic began a new career in international finance where he was promoted to Director at TD Bank from 1994 to 2002. While in this role, he was stationed in various cities including Toronto, London, and Tokyo. In 2002, Mr. Grujic co-founded and was a managing partner of Infinium Securities, a company which was a large participant in the U.S. and European financial markets, and, at times, was the top equity trader in Canada. In 2012, Mr. Grujic founded Galiam Capital, a hedge fund that raised most of its capital from several large financial institutions. This fund was the largest new quantitative fund launch in 2012. Most recently, Mr. Grujic served as Managing Partner and Chief Executive Officer of All of Us Financial, which he sold to a large publicly listed fintech company in 2021. The Company believes Mr. Grujic is qualified to serve on the Board because of his considerable experience with financial markets and institutions. Mr. Grujic was not appointed as a member of any of the committees of the Board. SIGNATURES

~~Mr. Grujic~~Pursuant ~~(a) is not a party~~ to ~~any~~the ~~arrangement~~requirements orof ~~understanding~~the ~~with~~Securities ~~any~~Exchange ~~other~~Act ~~person pursuant to which he was selected as a director~~ of 1934, the ~~Company~~registrant ~~and (b)~~ has ~~not~~duly ~~been~~caused ~~involved~~this inreport ~~any~~to ~~transaction~~be ~~with~~signed ~~the~~on ~~Company~~its ~~that~~behalf ~~would~~by ~~require~~the ~~disclosure~~undersigned ~~under~~hereunto ~~Item~~duly ~~404(a) of the Regulation S-K~~authorized.

	GUIDED THERAPEUTICS, INC.

Date: September 26, 2024	/s/ Mark Faupel
	By: Mark Faupel
	President and Chief Executive Officer

~~SIGNATURES~~3

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 Faupel
		Mark Faupel
		President and Chief Executive Officer
Date: March 9, 2023

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