UNITED STATES SECURITIES AND EXCHANGECOMMISSION Washington, D.C.20549 FORM 8-K CURRENTREPORT Pursuant toSection 13 or 15(d) of the Securities ExchangeAct of 1934 Date of Report(Date of earliest event reported): August 14, 2017 (August 8,2017) GUIDED THERAPEUTICS, INC. (Exact name ofregistrant as specified in its charter)
EX-10.1 2 gthp8k81417.htm FORBEARANCE AGREEMENT, DATED AUGUST 8, 2017, BETWEEN THE COMPANY AND GPB DEBT HOLDINGS II LLC
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)
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| Delaware (State or other jurisdiction of incorporation) | | 0-22179 (Commission File Number) | | 58 ###-###-#### (IRS Employer Identification No.) | |
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| 5835 Peachtree Corners East, Suite D Norcross, Georgia (Address of principal executive offices) | 30092 (Zip Code) | ||||
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Registrant’s telephone number, including area code: (770) ###-###-####
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.
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| 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 |
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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. |
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| | /s/ Gene S. Cartwright, Ph.D |
| | By: Gene S. Cartwright, Ph.D. |
| | President and Chief Executive Officer |
| Date: August 14, 2017 | |
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EXHIBIT INDEX
| | Number | Exhibit |
| | 10.1 | Forbearance Agreement, dated August 8, 2017, between the Company and GPB Debt Holdings II LLC |
