GTHP 10-Q

Guided Therapeutics Inc (GTHP)

10-Q 2025-08-14 For: 2025-06-30

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Added on April 06, 2026

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☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

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 June 30, 2025 and December 31, 2024	3
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024	4
	Unaudited Condensed Consolidated Statements of Stockholders' Deficit for the Three and Six Months Ended June 30, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48

Item 4.	Controls and Procedures	48

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

Item 3.	Defaults Upon Senior Securities	49

Item 4.	Mine Safety Disclosures	49

Item 5.	Other Information	49

Item 6.	Exhibits	50

Signatures		51

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

	June 30,		December 31,
	2025		2024
ASSETS

Current Assets:
Cash and cash equivalents	$	185	$	388
Trade receivables, net of allowance for credit losses of $2 and $1 at June 30, 2025 and December 31, 2024, respectively.		8		3
Inventory, net of reserves of $818 at June 30, 2025 and December 31, 2024		595		633
Other current assets		23		173
Total current assets		811		1,197

Non-Current Assets:
Property and equipment, net		18		23
Operating lease right-of-use assets, net of amortization		94		141
Other assets		17		17
Total non-current assets		129		181

TOTAL ASSETS	$	940	$	1,378

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable	$	2,255	$	2,094
Accounts payable, related parties		37		36
Accrued liabilities		1,117		1,011
Deferred revenue		679		849
Current portion of lease liability		104		106
Short-term notes payable due to related parties		25		70
Current portion of long-term debt, related parties		525		532
Short-term notes payable		24		92
Short-term convertible notes, net of discounts		421		117
Short-term convertible debt in default		1,130		1,130
Derivative liability at fair value		60		118
Total current liabilities		6,377		6,155

Long-Term Liabilities
Long-term lease liability		-		49
Long-term notes payable		35		47
Long-term convertible debt		-		14
Long-term debt, related parties		-		2
Total long-term liabilities		35		112

Total liabilities		6,412		6,267

COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS’ DEFICIT:

Series C convertible preferred stock, $0.001 par value; 9.0 shares authorized, nil and 0.3 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. Liquidation preference of nil and $286 at June 30, 2025 and December 31, 2024, respectively.		-			105
Series C1 convertible preferred stock, $0.001 par value; 20.3 shares authorized, 0.4 and 1.0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. Liquidation preference of $374 and $1,049 at June 30, 2025 and December 31, 2024, respectively.		61			170
Series C2 convertible preferred stock, $0.001 par value; 5,000 shares authorized, nil and 2.7 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. Liquidation preference of nil and $2,700 at June 30, 2025 and December 31, 2024, respectively.		-			439
Series D convertible preferred stock, $0.001 par value; 6.0 shares authorized, 0.1 and 0.4 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. Liquidation preference of $88 and $438 at June 30, 2025 and December 31, 2024, respectively.		32			159
Series E convertible preferred stock, $0.001 par value; 5.0 shares authorized, 0.9 shares issued and outstanding as of June 30, 2025 and December 31, 2024. Liquidation preference of $883 at June 30, 2025 and December 31, 2024.		834			834
Series F convertible preferred stock, $0.001 par value; 1.5 shares authorized, 1.0 shares issued and outstanding as of June 30, 2025 and December 31, 2024. Liquidation preference of $981 at June 30, 2025 and December 31, 2024.		817			817
Series F-2 convertible preferred stock, $0.001 par value; 5.0 shares authorized, 0.5 shares issued and outstanding as of June 30, 2025 and December 31, 2024. Liquidation preference of $480 and $520 at June 30, 2025 and December 31, 2024, respectively.		438			475
Common stock, $0.001 par value; 500,000 shares authorized, 78,971 and 65,131 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.		3,465			3,452
Additional paid-in capital		144,041			142,501
Treasury stock at cost		(132	)		(132	)
Accumulated deficit		(155,028	)		(153,709	)

Total stockholders’ deficit		(5,472	)		(4,889	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	940		$	1,378

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,
	2025			2024			2025			2024

Sales - devices and disposables	$	117		$	-		$	117			6
Cost of goods sold		38			-			38			2
Gross profit		79			-			79			4

Operating expenses:
Research and development		133			222			207			275
Sales and marketing		51			69			124			142
General and administrative		658			364			924			600
Total operating expenses		842			655			1,255			1,017

Loss from operations		(763	)		(655	)		(1,176	)		(1,013	)

Other income (expenses):
Interest expense		(157	)		(75	)		(303	)		(139	)
Interest income		-			-			-			3
Change in fair value of derivative liability		30			(7	)		83			(7	)
Gain from forgiveness of debt		15			16			31			33
Loss from extinguishment of debt		-			-			(32	)		-
Other income		64			12			161			12
Total other income (expense)		(48	)		(54	)		(60	)		(98	)

Loss before income taxes		(811	)		(709	)		(1,236	)		(1,111	)
Provision for income taxes		-			-			-			-

Net loss		(811	)		(709	)		(1,236	)		(1,111	)
Preferred stock dividends		(45	)		(49	)		(83	)		(88	)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(856	)	$	(758	)	$	(1,319	)	$	(1,199	)

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)

Weighted average shares outstanding
Basic		78,838			55,986			73,594			55,368
Diluted		78,838			55,986			73,594			55,368

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2025
(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, 2025		-	$	-		1	$	61		-	$	-		-	$	32
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 Series F-2 to common stock		-		-		-		-		-		-		-		-
Issuance of warrants with debt		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at June 30, 2025		-	$	-		1	$	61		-	$	-		-	$	32

					Additional
	Common Stock				Paid-In		Treasury			Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance at March 31, 2025		77,968	$	3,464	$	143,616	$	(132	)	$	(154,172	)	$	(5,028	)
Issuance of common stock for payment of Series F Preferred dividends		624		1		62		-			-			63
Issuance of common stock for payment of Series F-2 Preferred dividends		319		-		31		-			-			31
Conversion of Preferred Series F-2 to common stock		60		-		14		-			-			-
Issuance of warrants with debt		-		-		8		-			-			8
Stock-based compensation		-		-		310		-			-			310
Accrued preferred dividends		-		-		-		-			(45	)		(45	)
Net loss		-		-		-		-			(811	)		(811	)
Balance at June 30, 2025		78,971	$	3,465	$	144,041	$	(132	)	$	(155,028	)	$	(5,472	)

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(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, 2024		-	$	105			1		$	170			2		$	439			1		$	159
Issuance of common stock and warrants in private placement offering		-		-			-			-			-			-			-			-
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 Preferred Stock Series C to common stock		-		(105	)		-			-			-			-			-			-
Conversion of Preferred Stock Series C1 to common stock		-		-			(1	)		(109	)		-			-			-			-
Conversion of Preferred Stock Series C2 to common stock		-		-			-			-			(2	)		(439	)		-			-
Conversion of Preferred Stock Series D to common stock		-		-			-			-			-			-			(1	)		(127	)
Conversion of Preferred Stock Series F-2 to common stock		-		-			-			-			-			-			-			-
Issuance of warrants with debt		-		-			-			-			-			-			-			-
Conversion of debt to common stock and warrants		-		-			-			-			-			-			-			-
Stock-based compensation		-		-			-			-			-			-			-			-
Accrued preferred dividends		-		-			-			-			-			-			-			-
Net loss		-		-			-			-			-			-			-			-
Balance at June 30, 2025		-	$	-			-		$	61			-		$	-			-		$	32

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(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, 2023		-	$	105		1	$	170		2	$	439		1	$	159
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		-		-		-		-		-		-		-		-
Settlement of previously accrued professional fees through common stock issuance		-		-		-		-		-		-		-		-
Issuance of warrants with debt		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at June 30, 2024		-	$	105		1	$	170		2	$	439		1	$	159

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

	Six Months Ended
	June 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,236	)	$	(1,111	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		1			1
Depreciation		5			5
Amortization of debt issuance costs and discounts		135			50
Stock-based compensation		330			60
Change in fair value of derivative liability		(83	)		7
Amortization of lease right-of-use-asset		47			42
Loss on extinguishment of debt		32			-
Gain from forgiveness of debt		(31	)		(33	)
Other non-cash expenses		13			6
Change in operating assets and liabilities:
Accounts receivable		(7	)		4
Inventory		38			-
Other current assets		150			52
Accounts payable and accrued liabilities		327			323
Lease liabilities		(51	)		(44	)
Deferred revenue		(170	)		324
NET CASH USED IN OPERATING ACTIVITIES		(500	)		(314	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from private placement offering		205			-
Proceeds from notes payable		355			200
Payments of debt issuance costs		(45	)		(17	)
Payments made on notes payable		(218	)		(185	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		297			(2	)

NET CHANGE IN CASH		(203	)		(316	)

Cash at beginning of period		388			591

CASH AT END OF PERIOD	$	185		$	275

SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:
Cash paid for interest	$	25		$	21

SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:

Dividends on preferred stock	$	83	$	88
Warrants issued with debt	$	8	$	12
Inception of derivative liability	$	25	$	6
Common stock issued for payment of interest	$	-	$	105
Common stock issued for payment of accrued dividends	$	108	$	104
Settlement of previously accrued professional fees through common stock issuance	$	-	$	57
Accrued payroll liability exchanged for promissory note	$	-	$	87
Conversion of Preferred Stock Series C to common stock	$	103	$	-
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 F-2 to common stock	$	37	$	-

	(in thousands)
	June 30,			December 31,
	2025			2024

Raw materials	$	1,333		$	1,362
Work-in-progress		48			46
Finished goods		32			43
Inventory reserve		(818	)		(818	)

Total inventory	$	595		$	633

	(in thousands)
	June 30, 2025		December 31, 2024

Compensation	$	471	$	424
Professional fees		45		81
Interest		363		243
Vacation		29		26
Preferred dividends		201		227
Other accrued expenses		8		10

Total	$	1,117	$	1,011

	·	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.

	(in thousands)
	June 30,			December 31,
	2025			2024

Equipment	$	951		$	951
Software		634			634
Furniture and fixtures		17			17
Leasehold improvements		12			12

Subtotal		1,614			1,614
Less accumulated depreciation		(1,596	)		(1,591	)
Property, equipment and leasehold improvements, net	$	18		$	23

	·	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

	Number of Shares
Issuance of common stock in private placement offering		2,571,023
Issuance of common stock for payment of Preferred Series D dividends		51,555
Issuance of common stock for payment of Preferred Series E dividends		48,668
Issuance of common stock for payment of Preferred Series F dividends		624,373
Issuance of common stock for payment of Preferred Series F-2 dividends		326,391
Conversion of Preferred Series C stock to common stock		2,258,690
Conversion of Preferred Series C-1 stock to common stock		1,350,000
Conversion of Preferred Series C-2 stock to common stock		5,400,000
Conversion of Preferred Series D stock to common stock		1,050,000
Conversion of Preferred Series F-2 stock to common stock		160,000
Total common stock issued during the six months ended June 30, 2025		13,840,700

Summary table of common stock transactions:
Shares outstanding at December 31, 2024		65,130,623
Common shares issued during the six months ended June 30, 2025		13,840,700
Shares outstanding at June 30, 2025		78,971,323

	Warrants (Underlying Shares)		Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2024		37,174,468	$	0.42
Warrants issued		2,656,023		0.13
Outstanding, June 30, 2025		39,830,491	$	0.40

	Warrants (Underlying Shares)			Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2023		28,584,580		$	0.50
Warrants issued		1,000,000			0.30
Warrants expired		(761,500	)		0.37
Outstanding, June 30, 2024		28,823,080		$	0.50

Expected term (years)	3.0
Volatility	203.3	%
Risk-free interest rate	4.0	%
Dividend yield	0.0	%

Expected term (years)	4.0
Volatility	389.2	%
Risk-free interest rate	4.4	%
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, 2024		2,883,636		$	0.35	6.3 years	$	-
Options granted		625,000		$	0.14
Options forfeited		(24,205	)	$	0.21
Options expired		(413,636	)	$	0.46
Options outstanding as of June 30, 2025		3,070,795		$	0.29	7.4 years	$	138,448
Options exercisable as of June 30, 2025		2,191,364		$	0.35	6.6 years	$	49,303

	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, 2023		2,338,636		$	0.41	6.5 years	$	-
Options outstanding as of June 30, 2024		2,338,636		$	0.41	6.1 years	$	-
Options exercisable as of June 30, 2024		1,980,114		$	0.43	5.6 years	$	-

	(in thousands)
	June 30,		December 31
	2025		2024
Operating lease right-of-use assets	$	94	$	141
Operating lease liabilities	$	104	$	155

	(in thousands)
	Operating
	Lease Payments
2025 (remaining)		60
2026		50
Total future lease payments		110
Less: discount		(6	)
Total lease liabilities	$	104

	·	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 option, and will expire five years from becoming exercisable, with a maximum term of ten years from issuance. As of June 30, 2025, the Company has concluded it is not probable that the performance conditions related to the above warrants will be achieved, and as a result no compensation expense related to the warrants has been recorded.

Volatility	108.7	%
Risk-free interest rate	4.3	%
Dividend yield	0.0	%

Expected term (years)	2.0
Volatility	173.0	%
Risk-free interest rate	3.4	%
Dividend yield	0.0	%

Expected term (years)	1.0
Volatility	144.4	%
Risk-free interest rate	3.6	%
Dividend yield	0.0	%

Expected term (years)	2.0
Volatility	172.1	%
Risk-free interest rate	3.6	%
Dividend yield	0.0	%

	1.	Meet an established schedule for minimum sales of the product in China.
	2.	Establish a manufacturing capability for the manufacture of LuViva and its accessories including the single use disposable Cervical Guide “Disposables” or “Accessories”).
	3.	Apply for NMPA approval for LuViva no later than October 30, 2024. Said application was filed by SMI with NMPA on October 16, 2024.

	1.	Forty-seven (47) of the 100 IPs will be provided by the Company to SMI, at an approximate price of $1,351,250; the number of IPs may be reduced as full payment was delayed beyond the end of 2024.
	2.	Thirty-five (35) of the 100 IPs will be provided by the Company to SMI or to one of SMI’s distributors, at a total price of $700,000.
	3.	Eighteen (18) of the 100 IPs will be provided to SMI at no additional charge, beyond what has already been paid by SMI.

Year	Cumulative Number of Devices Placed or Sold		Cumulative Resulting Minimum Tests		Cumulative Minimum Cervical Guide Royalty Payments to GTI
2026		300		1,440,000	$	1,440,000
2027		400		5,040,000	$	4,480,000
2028	1500			15,840,000	$	15,840,000
2029	3000			37,440,000	$	37,440,000
2030	4000			66,240,000	$	66,240,000

Expected term (years)	4.0
Volatility	397.3	%
Risk-free interest rate	3.9	%
Dividend yield	0.0	%

	Notes Payable (in thousands)
	June 30, 2025			December 31, 2024
Short-term promissory notes	$	-		$	10
Deferred compensation note		59			71
Insurance policy financing		-			59
Debt discount		-			(1	)
Total		59			139

Less: Current portion of notes payable		(24	)		(92	)
Total long-term notes payable	$	35		$	47