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): ~~December~~March 182, ~~2024~~2026

GUIDED THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-22179

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))

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 1.01 Entry into a Material Definitive Agreement.

On ~~December~~March 182, ~~2024~~2026, Guided Therapeutics, Inc. (the “Company”) ~~entered~~completed ~~into~~the aexchange ~~Securities Purchase Agreement~~ (the “~~Purchase~~Warrant ~~Agreement~~Exchange”) ~~with~~of certain ~~institutional~~outstanding ~~investors~~warrants ~~(the~~to ~~“Investors”),~~purchase ~~including~~shares ~~John Imhoff, a member~~ of the Company’s ~~Board~~common ~~of Directors~~stock, ~~for~~par ~~the~~value ~~purpose of raising~~ $~~535,000 in gross proceeds for the Company~~0.001 ~~Pursuant~~per toshare ~~the terms of the Purchase Agreement, the Company agreed to sell, in a private placement offering, an aggregate of 4,115,386 shares~~ (the “~~Shares”) of the Company’s common stock (“~~Common Stock”) ~~and warrants (the “Warrants”) to purchase up to 4,115,386 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 $0.13. The Warrants are immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.18 per share.

~~The~~Pursuant ~~closing~~to the Warrant Exchange, holders of the ~~offering~~Company’s ~~pursuant~~outstanding towarrants ~~the~~issued ~~Purchase~~in ~~Agreement~~connection ~~occurred~~with onthe ~~December~~Company’s 18September 1, ~~2024~~2022 Private Offering (the “Eligible Warrants”) were permitted to exchange such Eligible Warrants for shares of Common Stock at an exchange ratio of 1 share of Common Stock for each Eligible Warrant share tendered and accepted.

The ~~Company~~Warrant ~~intends~~Exchange toexpired ~~use~~at 8:00 a.m., Eastern Time, on February 25, 2026 (the ~~net~~“Expiration ~~proceeds~~Date”). ~~from~~As of the ~~transactions~~Expiration ~~for~~Date, ~~general~~an ~~corporate~~aggregate ~~purposes~~of 4,825,000 Eligible Warrant Shares, representing approximately 22.7% of the outstanding Eligible Warrants, had been validly tendered and ~~working~~not ~~capital~~withdrawn. On February 25, ~~including~~2026, ~~manufacturing~~the ~~expenses~~Company accepted all such tendered Eligible Warrants for ~~filling~~exchange. The ~~product~~Company ~~orders~~received ~~placed~~aggregate ~~recently~~cash byproceeds ~~international~~of ~~distribution~~$980,000 ~~partners~~from the exercise of warrants in connection with the Warrant Exchange.

~~The~~On ~~forms~~March of2, ~~the~~2026, ~~Purchase Agreement and~~ the ~~Warrant~~Company ~~are~~issued ~~filed~~an asaggregate ~~Exhibits~~of 4.1,825,000 ~~and~~shares ~~10.1,~~of ~~respectively,~~restricted toCommon ~~this~~Stock ~~Current~~in ~~Report~~exchange onfor ~~Form~~the ~~8-K.~~tendered ~~The~~Eligible ~~foregoing~~Warrants. ~~summaries~~Upon issuance of the ~~terms~~shares of ~~these~~Common ~~documents~~Stock, ~~are~~all ~~subject~~Eligible ~~to,~~Warrants ~~and~~accepted ~~qualified~~ in ~~their~~the ~~entirety~~Warrant ~~by,~~Exchange ~~such~~were ~~documents, which are incorporated herein by reference~~cancelled.

The Warrant Exchange was conducted pursuant to the terms and subject to the conditions set forth in the Company’s Offer to Exchange, dated February 11, 2026, in which eligible warrants originally priced at $0.65 could be exercised at $0.25 cents and eligible warrants originally priced at $0.50 could be exercised at $0.20 so long as the eligible warrants were exercised by the expiration date of February 25, 2026 and the holder exercised all of either their $0.65 or $0.50 warrants. For warrant holders that participated in the Warrant Exchange pursuant to the terms of the Warrant Exchange, the expiration date of their remaining unexercised Eligible Warrants was extended by one year from the original expiration date of the warrants.

Item 93.~~01.~~02 ~~Financial~~Unregistered ~~Statements~~Sales ~~and~~of ~~Exhibits~~Equity Securities.

~~(d)~~In ~~Exhibits~~connection with the Warrant Exchange described in Item 1.01 above, on March 2, 2026, the Company issued an aggregate of 4,825,000 shares of Common Stock to holders of Eligible Warrants.

Exhibit No.		Description
4.1		Form of Warrant dated December 18, 2024
10.1		Form of Securities Purchase Agreement dated December 18, 2024
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

The shares of Common Stock were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. The Company did not pay any commission or other remuneration to any person for soliciting the exchange of Eligible Warrants.

3Item 8.01 Other Events.

~~SIGNATURES~~Following the completion of the Warrant Exchange, 16,398,080 Eligible Warrants remain outstanding. Of these remaining warrants, 11,973,080 expire between September 1 and October 18, 2026 and 4,425,000 expire between September 1 and October 18, 2027.

~~Pursuant~~As toa result of the ~~requirements~~issuance of shares of Common Stock in the ~~Securities~~Warrant Exchange, ~~Act~~the number of ~~1934,~~shares ~~the~~of ~~registrant~~Common ~~has~~Stock ~~duly~~outstanding ~~caused~~increased ~~this~~from ~~report~~86,691,976 shares to be91,516,976 ~~signed~~shares onissued ~~its~~and ~~behalf~~outstanding byas ~~the~~of ~~undersigned~~March ~~hereunto~~2, ~~duly authorized~~2026.

	GUIDED THERAPEUTICS, INC.
Date: December 20, 2024	/s/ Mark Faupel
	By: Mark Faupel
	President and Chief Executive Officer

Item 9.01 Financial Statements and Exhibits.

4None

Exhibit No.		Description
None
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

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.

	By:	/s/ Mark L. Faupel
	Name:	Mark L. Faupel
	Title:	Chief Executive Officer

Date: March 9, 2026

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