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):  August 14, 2017 (August 8,
2017)



 

GUIDED THERAPEUTICS, INC.

(Exact name of
registrant as specified in its charter)

 


	
 

	
 

	
 

	
 

	
 


	
Delaware

(State or other
jurisdiction of incorporation)

	
 

	
0-22179

(Commission File
Number)

	
 

	
58-2029543

(IRS Employer
Identification No.)


	
 

	
 


	
5835 Peachtree Corners East, Suite
D

Norcross, Georgia

(Address of
principal executive offices)

	
30092

(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
1.01

	
Entry Into a
Material Definitive Agreement






 





On August 7, 2017,
Guided Therapeutics, Inc. (the “Company”) entered into
a forbearance agreement with GPB Debt Holdings II LLC, with regard
to a senior secured convertible note in original principal amount
of $1,437,500, issued February 12, 2016. Under the forbearance
agreement, GPB has agreed to forbear from exercising certain of its
rights and remedies (but not waive such rights and remedies),
arising as a result of the Company’s failure to pay the
monthly interest due and owing on the note.

 

In consideration
for the forbearance, the Company agreed to waive, release, and
discharge GPB from all claims against GPB based on facts existing
on or before the date of the forbearance agreement in connection
with the note, or the dealings between the Company and GPB, or the
Company’s equity holders and GPB, in connection with the
note.

 

Pursuant to the
forbearance agreement, the Company has reaffirmed its obligations
under the note and related documents and executed a confession of
judgment regarding the amount due under the note, which GPB may
file upon any future event of default by the Company. During the
forbearance period, the Company must continue to comply will all
the terms, covenants, and provisions of the note and related
documents.

 

The description of
the forbearance agreement contained in this Item 1.01 is qualified
in its entirety by reference to the full text of the forbearance
agreement, a copy of which is attached hereto as Exhibit 10.1 and
is incorporated by reference herein.



 



 

2

 



 






 





 

 

 

 


	
Item
9.01

	
Financial
Statements and Exhibits






 

(d) Exhibits.


	
 

	
Number

	
Exhibit


	
 

	
10.1

	
Forbearance Agreement, dated
August 8, 2017, between the Company and GPB Debt Holdings II
LLC






 

 

 

 



 

3

 



 






 





 

 

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.


	
 

	
 


	
 

	
  /s/  Gene S.
Cartwright, Ph.D


	
 

	
 By: Gene S. Cartwright,
Ph.D.


	
 

	
President and Chief Executive
Officer


	
 Date: August 14, 2017

	
 






 

 

 



 

4

 



 






 





 

 

EXHIBIT INDEX

 



	
 

	
Number

	
Exhibit


	
 

	
10.1

	
Forbearance Agreement,
dated August 8, 2017, between the Company and GPB Debt Holdings II
LLC