Guided Therapeutics Inc 10-Q for FY2023 Q2

Guided Therapeutics Inc (GTHP)

10-Q 2023-08-10 For: 2023-06-30

Added on April 06, 2026

About this 10-Q

Guided Therapeutics Inc filed this 10-Q on August 10, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $44K; up 780.0% from $5000 a year earlier
Net loss: $1.56M; compared with a net loss of $926K a year earlier
Diluted EPS: -$0.03; compared with -$0.04 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
	Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 (Audited)	3
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	4
	Unaudited Condensed Consolidated Statements of Stockholders' Deficit for the Three and Six Months Ended June 30, 2023 and 2022	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	13
	Notes to Unaudited Condensed Consolidated Financial Statements	14

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	45

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 6.	Exhibits	47

Signatures		48

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
	(Unaudited)
	June 30,			December 31,
	2023			2022
ASSETS

Current Assets:
Cash and cash equivalents	$	1,358		$	2,313
Accounts receivable, net of allowance for doubtful accounts of $2 and $48 at June 30, 2023 and December 31, 2022, respectively		7			6
Inventory, net of reserves of $818 at June 30, 2023 and December 31, 2022		573			548
Other current assets		91			137
Total current assets		2,029			3,004

Non-Current Assets:
Property and equipment, net		36			42
Operating lease right-of-use assets, net of amortization		266			303
Other assets		17			17
Total non-current assets		319			362

TOTAL ASSETS	$	2,348		$	3,366

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable	$	2,128		$	2,186
Accounts payable, related parties		29			39
Accrued liabilities		971			1,247
Deferred revenue		445			509
Current portion of lease liability		85			79
Current portion of long-term debt		-			17
Current portion of long-term debt, related parties		38			504
Short-term notes payable		-			57
Short-term notes payable, related parties		-			1
Short-term convertible debt		1,240			230
Total current liabilities		4,936			4,869

Long-Term Liabilities
Long-term lease liability		202			246
Derivative liability, at fair value		-			5
Long-term convertible debt		-			1,046
Long-term debt, related parties		525			83
Total long-term liabilities		727			1,380

Total liabilities		5,663			6,249

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS’ DEFICIT:

Series C convertible preferred stock, $0.001 par value; 9.0 shares authorized, 0.3 shares issued and outstanding as of June 30, 2023 and December 31, 2022. Liquidation preference of $286 at June 30, 2023 and December 31, 2022.		105			105
Series C1 convertible preferred stock, $0.001 par value; 20.3 shares authorized, 1.0 shares issued and outstanding as of June 30, 2023 and December 31, 2022. Liquidation preference of $1,049 at June 30, 2023 and December 31, 2022.		170			170
Series C2 convertible preferred stock, $0.001 par value; 5,000 shares authorized, 2.7 shares issued and outstanding as of June 30, 2023 and December 31, 2022. Liquidation preference of $2,700 at June 30, 2023 and December 31, 2022.		439			439
Series D convertible preferred stock, $0.001 par value; 6.0 shares authorized, 0.4 shares issued and outstanding as of June 30, 2023 and December 31, 2022. Liquidation preference of $438 at June 30, 2023 and December 31, 2022.		159			159
Series E convertible preferred stock, $0.001 par value; 5.0 shares authorized, 0.9 shares issued and outstanding as of June 30, 2023 and December 31, 2022. Liquidation preference of $883 and $888 at June 30, 2023 and December 31, 2022, respectively.		834			839
Series F convertible preferred stock, $0.001 par value; 1.5 shares authorized, 1.0 and 1.1 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. Liquidation preference of $1,006 and $1,056 at June 30, 2023 and December 31, 2022, respectively.		838			880
Series F-2 convertible preferred stock, $0.001 par value; 5.0 shares authorized, 0.5 shares issued and outstanding as of June 30, 2023 and December 31, 2022. Liquidation preference of $520 and $535 at June 30, 2023 and December 31, 2022, respectively.		475			489
Common stock, $0.001 par value; 500,000 shares authorized, 51,011 and 48,596 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.		3,438			3,437
Additional paid-in capital		140,291			138,090
Treasury stock at cost		(132	)		(132	)
Accumulated deficit		(149,932	)		(147,359	)

Total stockholders’ deficit		(3,315	)		(2,883	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,348		$	3,366

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022

Sales - devices and disposables	$	44		$	5		$	66		$	10
Cost of goods sold		33			1			42			2
Gross profit		11			4			24			8

Operating expenses:
Research and development		66			9			73			31
Sales and marketing		61			37			134			77
General and administrative		1,389			675			2,166			1,062
Total operating expenses		1,516			721			2,373			1,170

Loss from operations		(1,505	)		(717	)		(2,349	)		(1,162	)

Other income (expenses):
Interest expense		(69	)		(256	)		(134	)		(357	)
Change in fair value of derivative liability		-			14			5			8
Gain from extinguishment of debt		17			34			52			75
Other income (expenses)		-			(1	)		-			4
Total other income (expense)		(52	)		(209	)		(77	)		(270	)

Loss before income taxes		(1,557	)		(926	)		(2,426	)		(1,432	)
Provision for income taxes		-			-			-			-

Net loss		(1,557	)		(926	)		(2,426	)		(1,432	)
Deemed dividend for warrant exchanges		-			-			(65	)		-
Preferred stock dividends		(47	)		(81	)		(82	)		(629	)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(1,604	)	$	(1,007	)	$	(2,573	)	$	(2,061	)

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic	$	(0.03	)	$	(0.04	)	$	(0.05	)	$	(0.09	)
Diluted	$	(0.03	)	$	(0.04	)	$	(0.05	)	$	(0.09	)

Weighted average shares outstanding
Basic		50,970			26,337			50,138			23,526
Diluted		50,970			26,337			50,138			23,526

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2023
(unaudited, in thousands)

	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 March 31, 2023		-	$	105		1	$	170		2	$	439		1	$	159
Common stock warrants exercised		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series F-2 preferred dividends		-		-		-		-		-		-		-		-
Conversion of Series F preferred stock to common stock		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at June 30, 2023		-	$	105		1	$	170		2	$	439		1	$	159

	Common Stock				Additional Paid-In			Treasury			Accumulated
	Shares		Amount		Capital			Stock			Deficit			Total
Balance at March 31, 2023		50,814	$	3,438	$	139,127		$	(132	)	$	(148,328	)	$	(2,855	)
Common stock warrants exercised		48		-		9			-			-			9
Issuance of common stock for payment of Series D preferred dividends		33		-		8			-			-			8
Issuance of common stock for payment of Series F-2 preferred dividends		36		-		9			-			-			9
Conversion of Series F preferred stock to common stock		80		-		20			-			-			-
Stock-based compensation		-		-		1,119			-			-			1,119
Accrued preferred dividends		-		-		(1	)		-			(47	)		(48	)
Net loss		-		-		-			-			(1,557	)		(1,557	)
Balance at June 30, 2023		51,011	$	3,438	$	140,291		$	(132	)	$	(149,932	)	$	(3,315	)

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2023
(unaudited, in thousands)

	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, 2022		-	$	105		1	$	170		2	$	439		1	$	159
Common stock warrants exercised		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-		-		-
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 Series E preferred stock to common stock		-		-		-		-		-		-		-		-
Conversion of Series F preferred stock to common stock		-		-		-		-		-		-		-		-
Conversion of Series F-2 preferred stock to common stock		-		-		-		-		-		-		-		-
Issuance of common stock for payment of interest		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Impact of warrant exchanges		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at June 30, 2023		-	$	105		1	$	170		2	$	439		1	$	159

					Additional
	Common Stock				Paid-In		Treasury			Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance at March 31, 2022		22,315	$	3,411	$	129,041	$	(132	)	$	(143,441	)	$	(4,988	)
Common stock warrants exercised		650		1		129		-			-			130
Issuance of common stock for payment of Series D preferred dividends		25		-		13		-			-			13
Issuance of common stock for payment of Series E preferred dividends		51		-		26		-			-			26
Issuance of common stock for payment of Series F preferred dividends		4		-		2		-			-			2
Issuance of common stock for payment of Series F-2 preferred dividends		19		-		12		-			-			12
Conversion of Series D preferred stock to common stock		975		1		117		-			-			1
Conversion of Series E preferred stock to common stock		320		-		75		-			-			-
Conversion of Series F preferred stock to common stock		1,360		1		282		-			-			1
Conversion of Series F-2 preferred stock to common stock		1,864		2		425		-			-			-
Stock-based compensation		-		-		44		-			-			44
Accrued preferred dividends		-		-		-		-			(81	)		(81	)
Net loss		-		-		-		-			(926	)		(926	)
Balance at June 30, 2022		27,583	$	3,416	$	130,166	$	(132	)	$	(144,448	)	$	(5,766	)

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2022
(unaudited, in thousands)

	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, 2021		-	$	105		1	$	170		3	$	531		1	$	276
Common stock warrants exercised		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-		-		-
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		-		-		-		-		-		-		-		-
Issuance of common stock for payment of interest		-		-		-		-		-		-		-		-
Issuance of common stock for Series F and Series F-2 one-time 15% dividends		-		-		-		-		-		-		-		-
Conversion of Series D preferred stock to common stock		-		-		-		-		-		-		-		(117	)
Conversion of Series E preferred stock to common stock		-		-		-		-		-		-		-		-
Conversion of Series F preferred stock to common stock		-		-		-		-		-		-		-		-
Conversion of Series F-2 preferred stock to common stock		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at June 30, 2022		-	$	105		1	$	170		3	$	531		1	$	159

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

	Six Months Ended
	June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,426	)	$	(1,432	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		2			-
Depreciation		5			-
Amortization of debt issuance costs and discounts		65			78
Stock-based compensation		1,683			167
Change in fair value of derivative liability		(5	)		(8	)
Amortization of lease right-of-use-asset		37			33
Gain from forgiveness of debt		(52	)		(75	)
Other non-cash expenses		11			157
Change in operating assets and liabilities:
Accounts receivable		(3	)		16
Inventory		(25	)		2
Other current assets		46			317
Accounts payable and accrued liabilities		(173	)		74
Lease liabilities		(38	)		(32	)
Deferred revenue		(64	)		175
NET CASH USED IN OPERATING ACTIVITIES		(937	)		(528	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(31	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from warrant exercises		195			495
Payments made on notes payable		(213	)		(133	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(18	)		362

NET CHANGE IN CASH		(955	)		(197	)

Cash at beginning of period		2,313			643

CASH AT END OF PERIOD	$	1,358		$	446

SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:
Cash paid for interest	$	47		$	14

SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:
Dividends on preferred stock	$	82		$	629
Deemed dividends for warrant exchanges	$	65		$	-
Settlement of interest through common stock issuance	$	59		$	81
Settlement of dividends through common stock issuance	$	105		$	646
Conversion of Series D preferred shares into common stock	$	-		$	118
Conversion of Series E preferred shares into common stock	$	5		$	800
Conversion of Series F preferred shares into common stock	$	42		$	296
Conversion of Series F-2 preferred shares into common stock	$	14		$	426

	(in thousands)
	June 30,			December 31,
	2023			2022

Raw materials	$	1,295		$	1,260
Work-in-progress		58			68
Finished goods		38			38
Inventory reserve		(818	)		(818	)

Total inventory	$	573		$	548

	(in thousands)
	June 30, 2023		December 31, 2022

Compensation	$	366	$	444
Professional fees		226		285
Stock subscription payable		-		36
Interest		131		189
Vacation		30		41
Preferred dividends		210		231
Other accrued expenses		8		21

Total	$	971	$	1,247

	·	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.

	·	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.

	·	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.

	·	Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted.

	·	Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date.

	·	Level 1–Quoted market prices in active markets for identical assets and liabilities;
	·	Level 2–Inputs, other than level 1 inputs, either directly or indirectly observable; and
	·	Level 3–Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use.

	Fair Value at December 31, 2022 (in thousands)
	Level 1		Level 2		Level 3			Total

Derivative liability/bifurcated conversion option in connection with Auctus $326,016 loan on December 17, 2019		-		-		(5	)		(5	)

Total long-term liabilities at fair value	$	-	$	-	$	(5	)	$	(5	)

	(in thousands)
	June 30,			December 31,
	2023			2022

Equipment	$	1,083		$	1,083
Software		656			656
Furniture and fixtures		41			41
Leasehold improvements		12			12

Subtotal		1,792			1,792
Less accumulated depreciation		(1,756	)		(1,750	)
Property, equipment and leasehold improvements, net	$	36		$	42

	(in thousands)
	Derivative

Balance at December 31, 2022	$	(5	)
Change in fair value during the period		5

Balance at June 30, 2023	$	-

	Number of Shares
Common stock warrants exercised		1,119,294
Issuance of common stock for payment of Series D preferred dividends		58,328
Issuance of common stock for payment of Series E preferred dividends		25,729
Issuance of common stock for payment of Series F preferred dividends		233,308
Issuance of common stock for payment of Series F-2 preferred dividends		120,284
Issuance of common stock for payment of interest		177,921
Issuance of common stock to consultants		400,000
Conversion of Series E preferred stock to common stock		20,000
Conversion of Series F preferred stock to common stock		200,000
Conversion of Series F-2 preferred stock to common stock		60,000
Total common stock issued during the six months ended June 30, 2023		2,414,864

Summary table of common stock share transactions:
Shares outstanding at December 31, 2022		48,595,715
Common shares issued during the six months ended June 30, 2023		2,414,864
Common shares outstanding at June 30, 2023		51,010,579

	Warrants (Underlying Shares)			Weighted-Average Exercise Price Per Share

Outstanding, December 31, 2022		35,586,980		$	0.46
Warrants issued		5,873,750			0.25
Warrants exchanged		(1,025,000	)		0.25
Warrants expired		(9,478,200	)		0.30
Warrants exercised		(973,750	)	$	0.20
Outstanding, June 30, 2023		29,983,780		$	0.49

	June 30,
	2023
Expected term (years)		3.9
Volatility		290.6	%
Risk-free interest rate		3.7	%
Dividend yield		0.0	%

	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, 2022		1,500,000		$	0.49	7.5 years	$	-
Options granted		1,025,000		$	0.26
Options forfeited		(186,364	)	$	0.31
Options outstanding as of June 30, 2023		2,338,636		$	0.41	7.1 years	$	-
Options exercisable as of June 30, 2023		1,755,114		$	0.45	6.2 years	$	-

	(in thousands)
	June 30,		December 31
	2023		2022
Operating lease right-of-use assets	$	266	$	303
Operating lease liabilities	$	287	$	325

	(in thousands)
	Operating
	Lease Payments
2023 (remaining)		56
2024		115
2025		118
2026		50
Total future lease payments		339
Less: discount		(52	)
Total lease liabilities	$	287

Expected term (years)	3.0
Volatility	108.7	%
Risk-free interest rate	4.3	%
Dividend yield	0.0	%

Expected term (years)	1.3
Volatility	164.6	%
Risk-free interest rate	4.1	%
Dividend yield	0.0	%

	Short-term notes payable, including related parties

	June 30, 2023		December 31, 2022
Dr. Cartwright	$	-	$	1
Premium Finance (insurance)		-		57
Short-term notes payable	$	-	$	58

	June 30, 2023			December 31, 2022
10% Senior Unsecured Convertible Debentures	$	1,130		$	1,130
Debt Issuance costs to be amortized		(26	)		(40	)
Debt Discount		(89	)		(140	)
Senior Secured Convertible Debenture	$	1,015		$	950

For Dr. Faupel:

Salary	$	134
Bonus		20
Vacation		95
Interest on compensation		67
Loans to Company		196
Interest on loans		149
Total outstanding prior to exchange		661

Amount forgiven in prior years		(454	)
Amount exchanged for Series F-2 Preferred Stock		(85	)
Total interest accrued through December 31, 2022		48
Balance outstanding at December 31, 2022	$	170

Interest accrued through June 30, 2023		5
Balance outstanding at June 30, 2023	$	175

For Dr. Cartwright

Salary	$	337
Bonus		675
Loans to Company		528
Interest on loans		81
Total outstanding prior to exchange		1,621

Amount forgiven in prior years		(1,302	)
Amount exchanged for Series F-2 Preferred Stock		(100	)
Total interest accrued through December 31, 2022		78
Balance outstanding at December 31, 2022	$	297

Payments on outstanding debt		(19	)
Interest accrued through June 30, 2023		8
Balance outstanding at June 30, 2023	$	286

Year	Amount (thousands)
2023 (remaining)		19
2024		39
2025		502
2026		3
Total	$	563

	·	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 current outbreak of the Coronavirus SARS-CoV-2, the pathogen responsible for COVID-19, which has already had an impact on financial markets, could result in additional repercussions in our operating business, including but not limited to, the sourcing of materials for product candidates, manufacture of supplies for preclinical and/or clinical studies, delays in clinical operations, which may include the availability or the continued availability of patients for trials due to such things as quarantines, conduct of patient monitoring and clinical trial data retrieval at investigational study sites;
	·	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)	Winship Cancer Center at Emory University (“Emory”) - On November 9, 2022, we received a letter from Emory’s IRB that we were conditionally approved to start the study, pending responses to three questions, which we provided to that IRB on November 10, 2022. All questions were addressed resulting in full institutional board approval for the study. We expect to start enrolling patients in the third quarter of 2023..

	2)	University of Alabama at Birmingham (“UAB”) – In November of 2022 we were granted full scientific committee approval and local IRB approval. We signed the clinical research agreement with UAB on December 15, 2022 and began on site orientation and training in March of 2023. Recruiting of test subjects began in April 2023 and the first subjects were enrolled and tested on May 5, 2023, with enrollment continuing, but at a reduced pace due to the new cycle of physician fellowship appointments that typically occur at academic institutions during the summer months.

	3)	The Company has signed a Clinical Trial Agreement and budget with a third site, Great Lakes Bay Health Centers, which has granted the Company approval to start the study, planned for the third quarter of 2023.

	4)	A fourth site, Tidewater Clinical Research in Virginia Beach, VA has approved the study. Physician training on the use of LuViva and the clinical trial protocol occurred in July 2023 and patients are expected to be enrolled in the third quarter of 2023.
	5)	The U.S. FDA has required, as a part of the quality control for the study, that the pathology diagnoses for patients enrolled in the study be performed at an institution different than the one enrolling patients. To that end, we have signed a research contract with the University of Florida Pathology Department to provide those services.

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)
31*		Rule 13a-14(a)/15d-14(a) Certification
32*		Section 1350 Certification
101.1*		Interactive data files for Guided Therapeutics, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Balance Sheets; (ii) the Unaudited Condensed Consolidated Statements of Income; (iii) the Unaudited Condensed Consolidated Statements in 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 June 30, 2023 (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

Date: August 10, 2023

1.	I have reviewed this quarterly report on Form 10-Q of Guided Therapeutics Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a 15(e) and 15d 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant ‘s internal control over financial reporting.