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 27, 2021 (July 22, 2021)

GUIDED THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

5835 Peachtree Corners East, Suite B

Peachtree Corners, Georgia 30092

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (770) 242-8723

______________________________________________________

(Former name or former address, if changed since last report)

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:

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.  ☐

On July 22, 2021, Guided Therapeutics, Inc., a Delaware corporation (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). As described in the Company’s Definitive Proxy Statement on Schedule 14A, originally filed with the Securities and Exchange Commission on July 6, 2021, at the Annual Meeting, stockholders of the Company were asked to vote on the following proposals: (1) the election of the director-nominees (the “Directors”) of the Company’s board of directors (the “Board”); (2) the ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm; (3) an amendment to the Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to enable a potential reverse split of the issued and outstanding shares of Common Stock at a ratio of up to 1-for-20, with such ratio to be determined at the sole discretion of the Board and with such reverse split to be effected at such time and date on or before December 31, 2021, if at all, as determined by the Board in its sole discretion (the “Reverse Split Proposal”); (4) the adoption of an amendment to the Certificate of Incorporation, to, among other things, decrease the Company’s authorized common stock from 3,000,000,000 shares to 500,000,000 shares (the “Charter Proposal”); (5) the adoption of an amendment to the Company’s Certificate of Designation of the Series F preferred stock to increase the number of authorized shares from 1,500 to 4,000 with such increase to be determined at the sole discretion of the Board and with such increase to be effected at such time and date on or before December 31, 2021, if at all, as determined by the Board in its sole discretion (the “Series F Increase”); (6) the approval, on an advisory basis, of the compensation of our named executive officers (“Compensation of Executive Officers”); and (7) approval of the frequency of conducting future stockholder advisory votes on the compensation of named executive officers, the options being one year, two years or three years (“Frequency Proposal”).

The number of shares of capital stock entitled to vote at the Annual Meeting as of June 2, 2021 (the “Record Date”) was 13,296,880 shares of common stock, $0.001 par value, and 3,263 shares of the Series C2 preferred stock, $0.001 par value, discounting any partial shares, with each share of the Series C2 preferred stock entitled to 2,000 votes. The number of votes present or represented by valid proxy at the Annual Meeting was 15,868,323, which in the aggregate represent approximately 58.80% of votes outstanding of the Company (together, the "Voting Stock"). As such, a quorum was established at the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to management’s nominees for directors. All matters submitted to a vote of the Company's stockholders at the Annual Meeting were approved, The term of office of each director will be until the next annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The following is a tabulation of the voting on the proposals presented at the Annual Meeting, all results of voting are presented on an as converted basis:

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.