Guided Therapeutics Inc 10-Q for FY2026 Q1

Guided Therapeutics Inc (GTHP)

10-Q 2026-05-15 For: 2026-03-31

Added on May 17, 2026

About this 10-Q

Guided Therapeutics Inc filed this 10-Q on May 15, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $0 a year earlier
Net loss: $500K; compared with a net loss of $427K a year earlier
Diluted EPS: -$0.01; compared with -$0.01 a year earlier

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Large Accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

PART I — FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3

	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	3
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025	4
	Unaudited Condensed Consolidated Statements of Stockholders' Deficit for the Three Months Ended March 31, 2026 and 2025	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	42

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Defaults Upon Senior Securities	44

Item 4.	Mine Safety Disclosures	44

Item 5.	Other Information	44

Item 6.	Exhibits	45

Signatures		46

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)

	March 31,			December 31,
	2026			2025
ASSETS

Current Assets:
Cash and cash equivalents	$	369		$	63
Accounts receivable, net of allowance for credit losses of $4 at March 31, 2026 and December 31, 2025		4			4
Inventory, net of reserves of $818 at March 31, 2026 and December 31, 2025		469			448
Other current assets		69			90
Total current assets		911			605

Non-Current Assets:
Property and equipment, net		13			16
Operating lease right-of-use asset, net of amortization		663			686
Other assets		17			17
Total non-current assets		693			719

TOTAL ASSETS	$	1,604		$	1,324

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable	$	2,277		$	2,416
Accounts payable, related parties		32			31
Accrued liabilities		1,129			1,170
Deferred compensation conversion liability, at fair value		331			548
Deferred revenue		189			189
Current portion of lease liability		58			45
Current portion of long-term debt, related parties		430			621
Short-term notes payable		65			82
Short-term convertible notes, net of discounts		264			347
Short-term convertible debt in default		1,150			1,150
Derivative liability at fair value		37			37
Total current liabilities		5,962			6,636

Long-Term Liabilities
Long-term lease liability		627			651
Long-term notes payable		17			23
Long-term debt, related parties		174			20
Total long-term liabilities		818			694

Total liabilities		6,780			7,330

COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS’ DEFICIT:

Series C preferred stock, $0.001 par value; 9.0 shares authorized; no shares issued or outstanding as of March 31, 2026 and December 31, 2025.		-			-
Series C1 convertible preferred stock, $0.001 par value; 20.3 shares authorized, 0.4 shares issued and outstanding as of March 31, 2026 and December 31, 2025. Liquidation preference of $374 at March 31, 2026 and December 31, 2025.		61			61
Series C2 preferred stock, $0.001 par value; 5,000 shares authorized, no shares issued or outstanding as of March 31, 2026 and December 31, 2025.		-			-
Series D preferred stock, $0.001 par value; 6.0 shares authorized, 0.1 shares issued and outstanding as of March 31, 2026 and December 31, 2025. Liquidation preference of $50 at March 31, 2026 and December 31, 2025.		18			18
Series E preferred stock, $0.001 par value; 5.0 shares authorized, 0.2 and 0.3 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. Liquidation preference of $200 and $300 at March 31, 2026 and December 31, 2025, respectively.		189			284
Series F preferred stock, $0.001 par value; 1.5 shares authorized, 0.3 and 1.0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. Liquidation preference of $271 and $981 at March 31, 2026 and December 31, 2025, respectively.		226			817
Series F-2 preferred stock, $0.001 par value; 3.5 shares authorized, 0.2 and 0.5 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. Liquidation preference of $245 and $480 at March 31, 2026 and December 31, 2025, respectively.		223			438
Common stock, $0.001 par value; 500,000 shares authorized, 96,508 and 86,154 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.		3,481			3,471
Additional paid-in capital		148,826			146,092
Treasury stock at cost		(132	)		(132	)
Accumulated deficit		(158,068	)		(157,055	)

Total stockholders’ deficit		(5,176	)		(6,006	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,604		$	1,324

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)

	Three Months Ended
	March 31,
	2026			2025

Sales - devices and disposables	$	-		$	-
Cost of goods sold		-			-
Gross profit		-			-

Operating expenses:
Research and development		45			74
Sales and marketing		23			73
General and administrative		451			267
Gain on remeasurement of deferred compensation conversion liability		(217	)		-
Total operating expenses		302			414

Loss from operations		(302	)		(414	)

Other income (expenses):
Interest expense		(151	)		(147	)
Inducement charge for warrants issued		(78	)		-
Change in fair value of derivative liability		13			52
Gain from forgiveness of debt		3			16
Loss on extinguishment of debt		-			(32	)
Other income		15			98
Total other income (expense)		(198	)		(13	)

Loss before income taxes		(500	)		(427	)
Provision for income taxes		-			-

Net loss		(500	)		(427	)
Deemed dividend		(510	)		-
Preferred stock dividends		(3	)		(36	)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(1,013	)	$	(463	)

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)

Weighted average shares outstanding
Basic		88,836			68,291
Diluted		88,836			68,291

	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series C				Series C1				Series C2				Series D
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at December 31, 2025		-	$	-		-	$	61		-	$	-		-	$	18
Issuance of common stock for payment of Series E preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series F preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series F-2 preferred dividends		-		-		-		-		-		-		-		-
Conversion of Preferred Stock Series E to common stock		-		-		-		-		-		-		-		-
Conversion of Preferred Stock Series F to common stock		-		-		-		-		-		-		-		-
Conversion of Preferred Stock Series F-2 to common stock		-		-		-		-		-		-		-		-
Conversion of debt to common stock and warrants		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Exchange and exercise of warrants		-		-		-		-		-		-		-		-
Extension of warrant expiration dates and deemed dividend		-		-		-		-		-		-		-		-
Warrants issued with debt		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at March 31, 2026		-	$	-		-	$	61		-	$	-		-	$	18

					Additional
	Common Stock				Paid-In		Treasury			Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance at December 31, 2025		86,154	$	3,471	$	146,092	$	(132	)	$	(157,055	)	$	(6,006	)
Issuance of common stock for payment of Series E preferred dividends		25		-		14		-			-			14
Issuance of common stock for payment of Series F preferred dividends		212		-		42		-			-			42
Issuance of common stock for payment of Series F-2 preferred dividends		72		-		15		-			-			15
Conversion of Preferred Stock Series E to common stock		400		-		95		-			-			-
Conversion of Preferred Stock Series F to common stock		2,840		3		588		-			-			-
Conversion of Preferred Stock Series F-2 to common stock		940		1		214		-			-			-
Conversion of debt to common stock and warrants		1,040		1		202		-			-			203
Stock-based compensation		-		-		68		-			-			68
Exchange and exercise of warrants		4,825		5		975		-			-			980
Extension of warrant expiration dates and deemed dividend		-		-		510		-			(510	)		-
Warrants issued with debt		-		-		11		-			-			11
Accrued preferred dividends				-		-		-			(3	)		(3	)
Net loss		-		-		-		-			(500	)		(500	)
Balance at March 31, 2026		96,508	$	3,481	$	148,826	$	(132	)	$	(158,068	)	$	(5,176	)

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

	Three Months Ended
	March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(500	)	$	(427	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2			2
Amortization of debt issuance costs and discounts		48			67
Stock based compensation		68			19
Change in fair value of derivatives		(13	)		(52	)
Change in fair value of deferred compensation conversion liability		(217	)		-
Amortization of lease right-of-use-asset		22			23
Inducement charge for warrants issued		78			-
Gain from forgiveness of debt		(3	)		(16	)
Loss on extinguishment of debt		-			32
Other non-cash expenses		6			7
Change in operating assets and liabilities:
Accounts receivable		-			1
Inventory		(21	)		-
Other current assets		21			111
Accounts payable and accrued liabilities		(97	)		106
Lease liabilities		(11	)		(25	)
Deferred revenue		-			(179	)
NET CASH USED IN OPERATING ACTIVITIES		(617	)		(331	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from warrant exercises		980			-
Proceeds from the issuance of notes payable		188			-
Payments made on notes payable		(215	)		(147	)
Payments made on notes payable issued to related parties		(2	)		-
Payments of debt issuance costs		(28	)		-
Proceeds from issuance of common stock and warrants in private placement offerings		-			205
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		923			58

NET CHANGE IN CASH AND CASH EQUIVALENTS		306			(273	)

Cash at beginning of period		63			388

CASH AT END OF PERIOD	$	369		$	115

SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:
Cash paid for interest	$	23		$	20

SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:
Dividends on preferred stock	$	3		$	36
Deemed dividend for warrant exchanges	$	510		$	-
Common stock issued for payment of accrued dividends	$	70		$	15
Conversion of Preferred Stock Series C to common stock	$	-		$	105
Conversion of Preferred Stock Series C1 to common stock	$	-		$	109
Conversion of Preferred Stock Series C2 to common stock	$	-		$	439
Conversion of Preferred Stock Series D to common stock	$	-		$	127
Conversion of Preferred Stock Series E to common stock	$	94		$	-
Conversion of Preferred Stock Series F to common stock	$	591		$	-
Conversion of Preferred Stock Series F-2 to common stock	$	215		$	23
Conversion of debt and accrued interest into common stock	$	126		$	-
Warrants issued with debt	$	11		$	-
Inception of derivative liability	$	13		$	-

	March 31, 2026		December 31, 2025

Compensation	$	570	$	525
Professional fees		37		115
Interest		347		291
Vacation		40		35
Preferred dividends		128		195
Other accrued expenses		7		9

Accrued liabilities	$	1,129	$	1,170

	·	Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. In the medical device industry, contracts may include sales agreements with hospitals, clinics, distributors, or international partners.

	·	Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract. For the Company, performance obligations typically consist of the delivery of medical devices, related disposables or accessories, and in certain arrangements may include installation services, training, technical support, or other post-delivery obligations.

	·	Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. Transaction prices for the Company’s products include fixed prices stated in purchase orders or distribution agreements.

	·	Step 4 – Allocate the transaction price to the performance obligations: If a contract contains multiple performance obligations, the transaction price is allocated to each performance obligation based on the relative standalone selling price of each promised good or service. Standalone selling prices are determined using observable market prices when available or estimated using appropriate pricing methods.

	·	Step 5 – Recognize revenue when (or as) performance obligations are satisfied: Revenue is recognized when control of the promised goods or services transfers to the customer. For product sales, this generally occurs at a point in time when the device is shipped or delivered to the customer in accordance with the contractual shipping terms. Revenue related to services or other ongoing obligations, if any, is recognized over the period in which the services are performed.

	·	Level 1: Quoted prices for identical assets or liabilities in active markets that the Company can access at the measurement date.

	·	Level 2: Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

	·	Level 3: Significant unobservable inputs that reflect the Company’s judgment about the assumptions that market participants would use in pricing an asset or liability.

	·	Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

	·	Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).

	·	Income approach: Techniques to convert future amounts to a single present value amount

	Warrants (Underlying Shares)			Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2025		45,165,649		$	0.40
Warrants issued		5,177,500			0.21
Warrants exchanged		(4,825,000	)		0.51
Warrants expired		(900,000	)		0.30
Warrants exercised		(4,825,000	)	$	0.20
Outstanding, March 31, 2026		39,793,149		$	0.39

	Warrants (Underlying Shares)		Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2024		37,174,468	$	0.42
Warrants issued		2,571,023		0.13
Outstanding, March 31, 2025		39,745,491	$	0.40

	Number of Shares		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value of In-the-Money Options (in thousands)
Options outstanding as of December 31, 2025		2,827,000	$	0.32	6.5 years	$	476
Options granted		625,000	$	0.29
Options outstanding as of March 31, 2026		3,452,000	$	0.28	7.4 years	$	115
Options exercisable as of March 31, 2026		2,461,659	$	0.32	6.6 years	$	64

	Operating
	Lease
2026 (remaining)		89
2027		169
2028		175
2029		182
2030		190
Thereafter		114
Total future lease payments		919
Less: discount		(234	)
Total lease liabilities	$	685

	March 31,			December 31,
	2026			2025

Raw materials	$	1,212		$	1,191
Work-in-progress		71			71
Finished goods		4			4
Inventory reserve		(818	)		(818	)

Total inventory	$	469		$	448

	March 31,			December 31,
	2026			2025

Equipment	$	953		$	953
Software		634			634
Furniture and fixtures		17			17
Leasehold improvements		12			12

Subtotal		1,616			1,616
Less accumulated depreciation		(1,603	)		(1,600	)

Property, equipment and leasehold improvements, net	$	13		$	16

	·	2,500,000 warrants upon receipt of an Approvable Letter from the U.S. FDA for the LuViva Advanced Cervical Scan;
	·	1,500,000 warrants upon receipt of an Approvable Letter or equivalent approval from the Chinese National Medical Products Administration for the LuViva Advanced Cervical Scan.
	·	These warrants have an exercise price of $0.40 per share, include a cashless exercise feature, and will expire five years from becoming exercisable, with a maximum term of ten years from issuance. As of March 31, 2026, the Company has concluded it is not probable that the performance conditions related to the above warrants will be achieved; accordingly, no compensation expense related to the warrants has been recorded.

	March 31, 2026			December 31, 2025
Short-term promissory notes	$	27		$	-
Deferred compensation note		41			47
Insurance policy financing		23			58
Debt discount		(9	)		-
Total		82			105

Less: Current portion of notes payable		(65	)		(82	)
Total long-term notes payable	$	17		$	23

	March 31, 2026			December 31, 2025
Convertible promissory notes	$	358		$	447
Unamortized debt issuance costs		(15	)		(17	)
Debt discount		(59	)		(63	)
Less: convertible debt in default		(20	)		(20	)
Convertible promissory notes	$	264		$	347

	Notes Payable Due to Related Parties

	March 31, 2026			December 31, 2025
Executive deferred compensation notes	$	494		$	491
Contingently convertible promissory note		110			150
Total		604			641

Less: Current portion of notes payable due to related parties		(430	)		(621	)
Total long-term notes payable due to related parties	$	174		$	20

	Three Months Ended March 31,
	2026			2025

Net loss attributable to common shareholders		(1,013	)		(463	)
Basic weighted average number of shares outstanding		88,836			68,291
Net loss per share attributable to common shareholders (basic)		(0.01	)		(0.01	)
Diluted weighted average number of shares outstanding		88,836			68,291
Net loss per share attributable to common shareholders (diluted)		(0.01	)		(0.01	)

	·	The forecasted future stock prices were determined using historical stock prices and the Company’s equity volatility.
	·	The expected conversion price was determined using the forecast and the contractual term of the convertible note agreements.
	·	The probability of an event of default and timing of a future conversion are based on management’s best estimate of the future settlements of the convertible notes.

	Level 1		Level 2		Level 3		Total

Derivative liability - bifurcated conversion options	$	-	$	-	$	37	$	37
Deferred compensation conversion liability					$	331	$	331
Total short-term liabilities at fair value	$	-	$	-	$	368	$	368

	Three Months Ended March 31,
	2026			2025

Fair value, beginning of period	$	37		$	118
Inception of derivative liability		13			-
Change in fair value of beneficial conversion features		(13	)		(52	)

Fair value, end of period	$	37		$	66

Fair value, beginning of period	$	548
Remeasurement gain recognized in operations		(217	)

Fair value, end of period	$	331

	·	access to sufficient debt or equity capital to meet our operating and financial needs;
	·	the extent of dilution of the holdings of our existing stockholders upon the issuance, conversion or exercise of securities issued as part of our capital raising efforts;
	·	the extent to which certain debt holders may call the notes to be paid;
	·	the effectiveness and ultimate market acceptance of our products and our ability to generate sufficient sales revenues to sustain our growth and strategy plans;
	·	whether our products in development will prove safe, feasible and effective;
	·	whether and when we or any potential strategic partners will obtain required regulatory approvals in the markets in which we plan to operate;
	·	our need to achieve manufacturing scale-up in a timely manner, and our need to provide for the efficient manufacturing of sufficient quantities of our products;
	·	the lack of immediate alternate sources of supply for some critical components of our products;
	·	our ability to establish and protect the proprietary information on which we base our products, including our patent and intellectual property position;
	·	the impact of the conflict between Russia and Ukraine on economic conditions in general and on our business operations;
	·	the need to fully develop the marketing, distribution, customer service and technical support and other functions critical to the success of our product lines;
	·	the dependence on potential strategic partners or outside investors for funding, development assistance, clinical trials, distribution and marketing of some of our products; and
	·	other risks and uncertainties described from time to time in our reports filed with the SEC.

	1.	Approximately 480 patients were enrolled, of whom 428 were evaluable for efficacy analysis. Both totals satisfy the a priori criteria as set forth in the study protocol.

	2.	No adverse events related to the use of LuViva have been reported.

	3.	All four clinical study sites adhered to the study protocol and completed required case report forms in accordance with FDA standards.

	4.	Close-out activities have been completed at all sites, and all LuViva devices have been retrieved in good working order.

	5.	All pathology results have been received and data analysis has been completed.

	6.	We expect to file the clinical results with FDA in the second quarter of 2026. We believe the results exceed those expected by FDA, thus increasing the likelihood of approval. However, we cannot be certain that FDA approval will occur.

	·	A $1,130,000 10% Senior Unsecured Convertible Debenture that matured on May 17, 2024 and remains in default. The debenture accrues interest at a default rate of 18% and is classified as short-term debt.

	·	Convertible notes issued to Diagonal Lending LLC with an aggregate principal balance of approximately $222,000. These notes include conversion features exercisable upon an event of default and have been accounted for as derivative liabilities. The notes are subject to installment payment terms extending into 2026.

	·	A convertible note issued to Labrys Fund II, L.P. with a principal balance of approximately $47,000, presented net of unamortized discounts and issuance costs. The note matures on August 27, 2026 and includes conversion features exercisable upon default or missed payments at a variable conversion price.

	·	A convertible promissory note issued to GS Capital Partners, LLC with a principal balance of approximately $69,000. The note bears interest at 12% and matures on December 30, 2026. The note includes a conversion feature exercisable upon an event of default at a variable conversion price and has been evaluated for derivative accounting. The note also includes an original issue discount and warrants issued in connection with the financing.

	·	A convertible note issued to Auctus Fund LLC with a principal balance of approximately $20,000 and accrued interest of approximately $152,000. The note is in default and classified as short-term debt.

	·	On September 25, 2025, we issued a $160,000 contingently convertible promissory note to Dr. John Imhoff. The note bears interest at 10% per annum and matures on February 28, 2027. During the three months ended March 31, 2026, the holder converted approximately $40,000 of principal and approximately $4,000 of accrued interest into shares of common stock. These conversions were completed with the mutual agreement of the Company in lieu of scheduled principal payments. As of March 31, 2026, the remaining outstanding principal balance under the note was approximately $110,000.

	·	We have outstanding promissory notes with Dr. Mark Faupel and Dr. Gene Cartwright with aggregate balances of approximately $495,000, including accrued interest. Dr. Faupel's note, with an outstanding balance of approximately $174,000, was extended pursuant to a new promissory note dated April 30, 2026 with terms retroactively applied as of February 19, 2026 and a maturity date of August 18, 2027, and is classified as long-term. Dr. Cartwright's note remains past due and is classified as a current liability.

Exhibit Number		Exhibit Description
3.1		Restated Certificate of Incorporation, as amended through November 3, 2016 (incorporated by reference to Exhibit 3.1 to the annual report on Form 10-K filed March 15, 2016)
3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed March 23, 2012)
3.3		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed November 15, 2018)
3.4		Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 to the annual report on Form 10-K, filed April 20, 2020)
3.5		Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.5 to the annual report on Form 10-K filed April 5, 2021)
3.6		Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (incorporated by reference to Exhibit 3.6 to the annual report on Form 10-K filed April 5, 2021)
3.7		Certificate of Designation of Preferences, Rights and Limitations of Series F-2 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed on June 10, 2021)
3.8		Certificate of Designation of Preferences, Rights and Limitations of Series G Convertible Preferred Stock (incorporated by reference to Exhibit 3.8 to the annual report on Form 10-K filed March 30, 2022)
3.9		Certificate of Amendment to the Certificate of Incorporation of Guided Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed on January 7, 2022)
10.1		Promissory Note, dated January 8, 2026, issued by the Company to 1800 Diagonal Lending LLC in the principal amount of $157,550 (incorporated by reference to Exhibit 10.119 to the annual report on Form 10-K for the year ended December 31, 2025, filed March 31, 2026)
10.2		Form of Warrant Exchange Agreement, dated February 25, 2026, by and between the Company and certain holders of the Company's outstanding warrants originally issued in 2022 (incorporated by reference to Exhibit 10.120 to the annual report on Form 10-K for the year ended December 31, 2025, filed March 31, 2026)
10.3*		Exchange Agreement, dated March 16, 2026, by and between the Company and John Gould
10.4*		Form of Promissory Note, dated April 30, 2026, issued by the Company to Dr. Mark Faupel
31*		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*		Section 1350 Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.1*		Interactive data files for Guided Therapeutics, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Balance Sheets; (ii) the Unaudited Condensed Consolidated Statements of Operations; (iii) the Unaudited Condensed Consolidated Statements of Stockholders' Deficit; (iv) the Unaudited Condensed Consolidated Statements of Cash Flows; and (v) the Notes to the Unaudited Condensed Consolidated Financial Statements
104		The cover page from Guided Therapeutics, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (formatted in Inline XBRL and included in Exhibit 101)

GUIDED THERAPEUTICS, INC.

By:	/s/ Mark Faupel
	Mark Faupel
	President, Chief Executive Officer, Chief Operating Officer and Acting Chief Financial Officer

	a.	The Creditor is agreeing to exchange his Convertible Promissory Note, dated May 2, 2025, currently owed by the Company to the Creditor into the Company’s common stock and a warrant to purchase additional shares of the Company’s common stock as set forth below in Section 3.b.

	b.	As of March 15, 2026, the balance due on the note is $82,816.44 including principal balance of $75,000 and accrued interest of $7,816.44. In lieu of agreeing to exchange $82,816.44 worth of debt currently owed by the Company to Creditor, the Creditor agrees to receive:

	(1)	414,082 shares of common stock, at $0.20 purchase price, as stated in the Promissory Note Agreement Purchase Agreement, dated May 2, 2025 (Exhibit A).

	(2)	300,000 three-year warrants to purchase shares of common stock, at an exercise price of $0.30 (Exhibit B).

	Company: GUIDED THERAPEUTICS, INC.

	By:
	Name:	Mark Faupel
	Title:	CEO & President

	GUIDED THERAPEUTICS, INC.

	By:
		Name: Mark L. Faupel
		Title: CEO & President

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