GTHP 8-K
Guided Therapeutics Inc (GTHP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in the Current Report on Form 8-K filed on January 7, 2022 by Guided Therapeutics, Inc., a Delaware corporation (the “Company”) and the Current Report on Form 8-K filed by the Company on July 27, 2021, on July 22, 2021, the Company’s stockholders approved a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a ratio of up to 1-for-20, with such ratio to be determined at the sole discretion of the Company’s board of directors (the “Board”). On December 30, 2021, the Board approved a 1-for-20 reverse stock split (the “Reverse Stock Split”), and the Company subsequently filed a Certificate of Amendment (the “Reverse Split Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on December 30, 2021. On November 18, 2021, the Company submitted an Issuer Company Related Action Notification regarding the Reverse Stock Split to Financial Industry Regulatory Authority (“FINRA”). As of July 25, 2022, FINRA has not declared the Reverse Stock Split effective and therefore the reverse split was never effected on the OTC Market.
On July 25, 2022, the Company filed a Certificate of Correction (“Certificate of Correction”) with the Secretary of State of Delaware to render null and void ab initio the Reverse Split Amendment and as a result, the Reverse Stock Split is deemed null and void ab initio.
The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the Certificate of Correction, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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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Date: July 29, 2022 | /s/ Gene S. Cartwright, Ph.D. |
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| By: Gene S. Cartwright, Ph.D. |
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| President, Chief Executive Officer and Director |
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EXHIBIT 3.1
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
Guided Therapeutics, Inc., a corporation organized and existing under and by virtue of the laws of the General Corporation Law of the State of Delaware, does hereby certify that:
| 1. | The name of the corporation is Guided Therapeutics, Inc. |
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| 2. | A certificate of amendment to the certificate of incorporation (the “Certificate of Amendment”) was filed with the Secretary of State of Delaware on December 30, 2021 and said Certificate of Amendment requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware. |
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| 3. | The defect of said Certificate of Amendment is that the Certificate of Amendment caused each share of the common stock of the corporation issued and outstanding immediately prior to the date and time of the filing of the Certificate of Amendment with the Secretary of State of Delaware to be automatically changed and reclassified into a smaller number of shares such that each 20 shares of issued common stock is reclassified into one share of common stock. This action was approved predicated upon a contemplated securities offering, which will not occur. Therefore, the corporation does not intend to effect such change and reclassification of its shares of common stock. |
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| 4. | The Certificate of Amendment is hereby rendered null and void ab initio. |
IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction to be executed by its duly authorized officer and filed on this 25st day of July, 2022.
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| By: | /s/ Gene Cartwright |
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| Name: | Gene Cartwright |
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| Title: | Chief Executive Officer |
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