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Guided Therapeutics, Inc Message Board

  • seanoise seanoise May 22, 2013 10:02 AM Flag

    Convertible Preferred Stock and Warrants

    They have announced a private placement of convertible preferred stock and warrants. I guess this is the funding they have alluded to.

    NORCROSS, GA (May 22, 2013) – Guided Therapeutics, Inc. (OTCBB: GTHP)
    (OTCQB: GTHP) today announced that it has entered into definitive agreements with certain
    accredited investors for the private placement of its convertible preferred stock and warrants to
    purchase shares of its common stock. Gross proceeds to Guided Therapeutics are expected to be
    approximately $2.6 million, prior to the payment of placement agent fees and expenses.
    Pursuant to the terms of the definitive agreements, Guided Therapeutics has agreed to
    issue an aggregate of up to approximately 2,600 shares of preferred stock, which are convertible
    by the holders at any time into an aggregate of up to approximately 3,823,529 shares of common
    stock at an initial conversion price of $0.68 per share, subject to customary adjustments. The
    preferred stock is mandatorily convertible upon the achievement of certain conditions, including
    the receipt of certain approvals from the U.S. Food and Drug Administration and the
    achievement by Guided Therapeutics of specified average trading prices and volumes for its
    common stock. Holders of the preferred stock will be entitled to quarterly dividends at an annual
    rate of 5.0% for the quarter ended December 31, 2013 and at an annual rate of 10% thereafter, in
    each case, payable in cash or, subject to certain conditions, common stock. Guided Therapeutics
    may redeem the preferred stock after the second anniversary of issuance, subject to certain
    conditions. Each share of preferred stock is entitled to a number of votes equal to the number of
    shares of common stock into which the preferred stock is convertible.
    For each share of preferred stock purchased, Guided Therapeutics has agreed to issue
    warrants exercisable for an aggregate of 1,471 shares of common stock, which will be split
    evenly into two tranches, at an exercise price of $1.0

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    • For each share of preferred stock purchased, Guided Therapeutics has agreed to issue
      warrants exercisable for an aggregate of 1,471 shares of common stock, which will be split
      evenly into two tranches, at an exercise price of $1.08 per share, subject to customary
      adjustments. One tranche of warrants will be subject to a mandatory exercise provision that
      allows Guided Therapeutics to require exercise upon the achievement of certain conditions,
      including the receipt of certain approvals from the U.S. Food and Drug Administration and the
      achievement by Guided Therapeutics of specified average trading prices and volumes for its
      common stock. The warrants have a five year term.
      Net proceeds from the private placement are intended to be used to support
      manufacturing and marketing of the Guided Therapeutics LuViva® Advanced Cervical Scan.
      The private placement remains subject to customary closing conditions and is expected to close
      on or about May 24, 2013.
      SunTrust Robinson Humphrey, Inc. acted as sole placement agent for the private
      placement.
      Neither the shares of Guided Therapeutics preferred stock, nor the warrants to purchase
      shares of Guided Therapeutics stock, nor shares of common stock issuable upon conversion of
      the preferred stock or exercise of warrants, have been registered under the Securities Act of
      1933, as amended (the “Securities Act”), and none of these securities may be offered or sold in
      the United States absent registration or an applicable exemption from registration requirements.
      In connection with the financing, Guided Therapeutics has agreed, subject to certain terms and
      conditions, to file a registration statement under the Securities Act covering the resale of the
      securities issuable upon conversion of the preferred stock and exercise of the warrants. This
      news release shall not constitute an offer to sell or the solicitation of an offer to buy these
      securities, nor shall there be any sale of these securities in any jurisdiction where such offer

 
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