UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X]
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Guided Therapeutics, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
[ ]
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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GUIDED THERAPEUTICS, INC.
5835 Peachtree Corners East, Suite D
Norcross, GA 30092
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON [ , 2016 ]
TO THE STOCKHOLDERS:
Notice is hereby given
that the 2016 annual meeting of stockholders of Guided Therapeutics, Inc., a Delaware corporation (the “Company”),
will be held on [ , 2016 ] at 10:00 a.m., local time, at the Company’s offices, located at 5835 Peachtree Corners East, Suite
D, Norcross, Georgia 30092, for the following purposes:
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1.
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to elect three directors;
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2.
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to approve an amendment to the Company’s
certificate of incorporation to effect a 1-for-800 reverse stock split of all issued and outstanding shares of the Company’s
common stock to be effected as soon as practicable following such approval;
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3.
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to approve, on a non-binding, advisory basis,
the compensation of the Company’s named executive officers, as disclosed in the accompanying proxy statement pursuant to
the compensation disclosure rules of the Securities and Exchange Commission;
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4.
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to ratify the appointment of UHY LLP as the
Company’s independent registered public accounting firm for the 2016 fiscal year; and
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5.
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to transact such other business as may properly come before the annual meeting
or any adjournment of the annual meeting.
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These matters are more
fully described in the proxy statement accompanying this notice.
Only stockholders of record
at the close of business on [ , 2016 ] are entitled to notice of and to vote at the annual meeting.
All stockholders are cordially
invited to attend the meeting in person. However, to assure your representation at the meeting, you are urged to sign and return
the enclosed proxy as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if the stockholder has returned a proxy.
Important Notice Regarding the Availability
of Proxy Materials for the Stockholder Meeting to be
Held on [ , 2016 ]
The
proxy statement and our 2015 annual report are available at
http://www.edocumentview.com/GTHP
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By Order of the Board of Directors
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Gene S. Cartwright, Ph.D.
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President and Chief Executive Officer, Director
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Norcross, Georgia
[ , 2016 ]
GUIDED THERAPEUTICS, INC.
5835 Peachtree Corners East, Suite D
Norcross, GA 30092
PROXY STATEMENT
2016 ANNUAL MEETING OF STOCKHOLDERS
[ , 2016 ]
INFORMATION CONCERNING SOLICITATION AND VOTING
General
We are soliciting proxies
for use at our annual meeting of stockholders, to be held [ , 2016] at 10:00 a.m., local time, or at any adjournment of the annual
meeting, for the purposes listed in this proxy statement and in the accompanying notice of annual meeting of stockholders. We are
holding the annual meeting at our offices, located at 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092. Our office
telephone number is (770) 242-8723.
We are first sending this
proxy statement and the accompanying form of proxy to our stockholders on or about [ , 2016].
Record Date and Voting Securities
Holders of record of our
common stock at the close of business on [ , 2016], which is referred to as the record date, are entitled to notice of and to vote
at the annual meeting. Each holder of common stock is entitled to one vote for each share of common stock held as of the record
date. As of the record date, we had [ ]
shares of our common stock issued and outstanding
and held of record by [ ]
registered stockholders.
Revocability of Proxies
You may revoke your proxy
given pursuant to this solicitation at any time before its use by delivering to our corporate secretary a written notice of revocation
or a duly executed proxy bearing a later date, or by attending the annual meeting and voting in person.
Solicitation
We will pay the cost of
soliciting proxies. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for
their reasonable expenses in forwarding solicitation material to those beneficial owners. Our officers, directors and employees
may also solicit proxies, without additional compensation, personally or by telephone or facsimile.
Quorum; Abstentions and Broker Non-Votes
The inspector of elections
will tabulate the votes cast by proxy or in person at the annual meeting. Our stock transfer agent may serve as inspector, or may
assist the inspector. The inspector will also determine whether or not a quorum is present. Delaware law provides that a quorum
consists of a majority of shares that are entitled to vote and present or represented by proxy at the meeting.
The inspector will treat
shares that are voted “WITHHOLD” or “ABSTAIN,” or proxies required to be treated as “non-votes,”
as being present and entitled to vote for purposes of determining the presence of a quorum, but not as votes for a particular matter.
A “non-vote” occurs if a broker indicates on the enclosed proxy or its substitute that it does not have discretionary
authority as to some shares to vote on a particular matter. Therefore, “non-votes” or shares voted “WITHHOLD”
or “ABSTAIN” will not be considered as present for purposes of determining the number of votes required for a proposal
to be approved.
Proxies that are properly
executed and returned will be voted at the annual meeting in accordance with the instructions on the proxy. Any properly executed
proxy on which there are no instructions indicated about a specified proposal will be voted as follows:
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FOR the election of each of the three
persons named in this proxy
statement as the nominees for election to our board of directors;
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FOR the amendment to our certificate of incorporation to effect a 1-for-800
reverse stock split of all issued and outstanding shares of our common stock, to be effected as soon as practicable following such
approval;
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FOR the non-binding, advisory approval of the compensation of our named executive
officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission
(the “say-on-pay” vote); and
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FOR the ratification of UHY LLP as our independent registered public accounting
firm for the 2016 fiscal year.
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We do not expect any business
other than that listed in this proxy statement to come before the annual meeting. Should any other matter requiring a vote of stockholders
properly arise, the persons named in the proxy will vote the shares they represent at their discretion.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires our directors and executive officers and persons who beneficially own more than 10%
of a registered class of our equity securities to file reports of ownership and reports of changes in ownership with the Securities
and Exchange Commission, or SEC. These persons are required, by regulations of the SEC, to furnish us with copies of all Section
16(a) forms they file.
Based solely on our review
of the copies of these forms received by us, we believe that, with respect to fiscal year 2015, our officers, directors and 10%
stockholders were in compliance with all applicable filing requirements, other than John E. Imhoff, who inadvertently failed to
file four Form 4s in 2015, to report (1) the acquisition of shares of Series C preferred stock, (2) the exchange of his shares
of Series B preferred stock for additional shares of Series C preferred stock, (3) the acquisition of shares of common stock and
Series C1 preferred stock in exchange for his shares of Series C preferred stock, and (4) the May 23, 2016 acquisition of warrants
to purchase 106,700 shares of common stock from an unaffiliated third party in a private transaction; and other than Lynne Imhoff
(no relation), who inadvertently failed to file a Form 3 upon becoming the beneficial owner of greater than 10% of our outstanding
common stock in 2015, as well as two Form 4s in 2015, to report (1) the exchange of her shares of Series B preferred stock for
additional shares of Series C preferred stock and (2) the acquisition of shares of common stock and Series C1 preferred stock in
exchange for her shares of Series C preferred stock.
SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND
CERTAIN BENEFICIAL OWNERS
The following table lists
information regarding the beneficial ownership of our equity securities as August 17, 2016 by (1) each person whom we know
to beneficially own more than 5% of the outstanding shares of our common stock (a “5% stockholder”), (2) each director,
(3) each officer named in the summary compensation table below, and (4) all directors and executive officers as a group. Unless
otherwise indicated, the address of each officer and director is 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092.
Name and
Address of Beneficial Owner (1)
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Common
Stock (2)
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Series
C
Preferred Stock (3)
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Series
C1
Preferred Stock (4)
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Number
of Shares
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Percentage
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Number
of Shares
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Percentage
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Number
of Shares
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Percentage
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John E. Imhoff (5)
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1,103,668,232
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87.95%
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2,400.75
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55.67%
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Lynne Imhoff (6)
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309,651,230
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66.11%
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675.00
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15.65%
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Michael C. James/Kuekenhof Equity Fund, LLP (7)
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16,884
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*
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Gene Cartwright (8)
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26,438
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*
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Richard L. Fowler (9)
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7,306
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*
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Linda Rosenstock (10)
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10,123
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*
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Jonathan Niloff (11)
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10,828
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*
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All directors and executive officers as a group (6 persons) (12)
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1,103,739,812
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87.95%
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2,400.75
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55.67%
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(*)
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Less than 1%.
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(1)
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Except as otherwise indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.
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(2)
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Percentage ownership is based on 161,626,110 shares of common stock outstanding as of August 17, 2016. Beneficial ownership is determined in accordance with the rules of the SEC, based on factors that include voting and investment power with respect to shares. Shares of common stock subject to convertible securities convertible or exercisable within 60 days after the record date, are deemed outstanding for purposes of computing the percentage ownership of the person holding those securities, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Note that certain of our outstanding securities, including certain warrants and the shares of Series C1 preferred stock held by the persons listed in this table, have anti-dilution “ratchet” or “price-protection” provisions that, when triggered, will increase the number of shares of common stock underlying such securities. Subject to customary exceptions, these provisions are triggered anytime we issue shares of common stock to third parties at a price lower than the then-current conversion price or exercise price of the subject securities. As a result, the beneficial ownership reported in this table is only as of the date presented, and the beneficial ownership amounts of the persons in this table may increase on a future date, even though such persons have not actually acquired any additional shares of common stock.
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(3)
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As of August 16, 2016, there were 1,921.00 shares of Series C preferred stock outstanding, and each such share was convertible into approximately 257,202 shares of common stock.
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(4)
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As of August 16, 2016, there were 4,312.50 shares of Series C1 preferred stock outstanding, and each such share was convertible into approximately 257,202 shares of common stock.
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(5)
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Shares of common stock consists of 10,361,179 shares of common stock directly held, 7,575,331 shares issuable upon exercise of warrants, 9,038 shares subject to options, and 1,085,722,685 shares issuable upon conversion of 2,400.75 shares of Series C1 preferred stock. As of the record date, Dr. Imhoff is on the board of directors.
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(6)
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Shares of common stock consists of 2,880,000 shares of common stock directly held, 1,507,120 shares issuable upon exercise of warrants, and 309,651,230 shares issuable upon conversion of 675.00 shares of Series C1 preferred stock.
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(7)
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Shares of commons stock consists of 7,451 shares of common stock directly held, 2,357 shares issuable upon exercise of warrants, and 7,076 shares subject to options. As of the record date, Mr. James is on the board of directors.
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(8)
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Shares of commons stock consists of 22,732 shares of common stock directly held, 2,357 shares issuable upon exercise of warrants, and 1,349 shares subject to options.
As of the record date, Mr. Cartwright is the CEO and on the board of directors.
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(9)
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Shares of commons stock consists of 981 shares of common stock directly held and 6,325
shares subject to options.
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(10)
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Shares of commons stock consists of 2,872 shares
of common stock
directly held and 7,251 shares subject to options. As of the record date,
Dr. Rosenstock is on the board of directors.
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(11)
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Shares of commons stock consists of 3,399 shares of common stock directly held and 7,429 shares subject to options.
As of the record date,
Dr. Niloff is on the board of directors.
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(12)
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Shares of commons stock consists of 10,398,614 shares of common stock directly held,
7,580,046
shares issuable upon exercise of warrants, 38,468 shares subject to options, and 1,085,722,685 shares issuable upon conversion of 2,400.75 shares of Series C1 preferred stock.
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PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Our board of directors
currently consists of five members. On May 5, 2016 and May 9, 2016 respectively, Jonathan Niloff and Linda Rosenstock formally
announced their decisions not to stand for reelection to the board at the annual meeting. Dr. Niloff was appointed to the board
in 2010 and Dr. Rosenstock was appointed in 2012. Both of their decisions to resign were for personal reasons and were not a result
of any disagreement with us on any matter relating to our operations, policies or practices. In connection with the decisions of
Drs. Niloff and Rosenstock to not stand for reelection, the board has determined to amend the bylaws, effective as of the annual
meeting, so that the board of directors will have three to ten members, the exact amount to be determined from time to time by
resolution of the board, and to resolve that the board be set at three members as of the annual meeting.
Accordingly, stockholders
will elect a board of three directors at the annual meeting. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for each of the three nominees named below, all of whom are presently our directors. If any nominee is unable
or declines to serve as a director at the time of the annual meeting, the proxy holders will vote for any nominee who is designated
by the present board of directors to fill the vacancy. We do not expect that any nominee will be unable or will decline to serve
as a director. The term of office of each person elected as a director, will continue until the next annual meeting or until that
person’s successor has been elected.
The nominees for director
are as follows:
Name
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Age
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Position with Guided Therapeutics
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Gene S. Cartwright, Ph.D.
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62
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Chief Executive Officer, Acting Chief Financial Officer, President, and Director
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Michael C. James
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57
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Chairman and Director
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John E. Imhoff, M.D.
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67
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Director
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Directors Nominated for Election to Serve until
the 2017 Annual Meeting
Gene S. Cartwright,
Ph.D.
joined us in January 2014 as the President, Chief Executive Officer and Acting Chief Financial Officer. He was elected
as a director on January 31, 2014. His most recent position was with Omnyx, LLC, a Joint Venture between GE Healthcare and the
University of Pittsburgh Medical Center, where, as CEO for over four years he founded and managed the successful development of
products for the field of Digital Pathology. Prior to his work with Omnyx, LLC, he was President of Molecular Diagnostics for GE
Healthcare. Prior to GE, Dr. Cartwright was Divisional Vice President/General Manager for Abbott Diagnostics’ Molecular Diagnostics
business. In his 24 year career at Abbott, he also served as Divisional Vice President for U.S. Marketing for five years. He received
a Masters of Management degree from Northwestern’s Kellogg School of Management and also holds a Ph.D. in chemistry from
Stanford University and an AB from Dartmouth College.
Dr. Cartwright brings over
30 years of experience working in the IVD diagnostics industry. He has great experience in the diagnostics market both in the development
and introduction of new diagnostics technologies, as well as extensive successful commercial experience with global businesses.
With his background and experience, Dr. Cartwright, as President and Chief Executive Officer, as well as Acting Chief Financial
Officer, works with and advises the board as to how we can successfully market and build LuViva international sales.
Michael C. James
has
served as a member of our board of directors since March 2007 and as Chairman of the Board since October 15, 2013. Mr. James is
also the Managing Partner of Kuekenhof Capital Management, LLC, a private investment management company, Chief Executive Officer
and the Chief Financial Officer of Inergetics, Inc., a nutraceutical supplements company and also the Chief Financial Officer of
Terra Tech Corporation, which is a hydroponic and agricultural company. He also holds the position of Managing Director of Kuekenhof
Equity Fund, L.P. and Kuekenhof Partners, L.P. Mr. James currently sits on the board of directors of Inergetics; Inc. Mr. James
was Chief Executive Officer of Nestor, Inc. from January 2009 to September 2009 and served on their board of directors from July
2006 to June 2009. He was employed by Moore Capital Management, Inc., a private investment management company from 1995 to 1999
and held position of Partner. He was employed by Buffalo Partners, L.P., a private investment management company from 1991 to 1994
and held the position of Chief Financial and Administrative Officer. He began his career in 1980 as a staff accountant with Eisner
LLP. Mr. James received a B.S. degree in Accounting from Farleigh Dickinson University in 1980.
Mr. James has experience
both in the areas of company finance and accounting, which is invaluable to us during financial audits and offerings. Mr. James
has extensive experience in the management of both small and large companies and his entrepreneurial background is relevant as
we develop as a company.
John E. Imhoff, M.D.
has served as a member of our board of directors since April 2006. Dr. Imhoff is an ophthalmic surgeon who specializes in cataract
and refractive surgery. He is one of our principal stockholders and invests in many other private and public companies. He has
a B.S. in Industrial Engineering from Oklahoma State University, an M.D. from the University of Oklahoma and completed his ophthalmic
residency at the Dean A. McGee Eye Institute. He has worked as an ophthalmic surgeon and owner of Southeast Eye Center since 1983.
Dr. Imhoff has experience
in clinical trials and in other technical aspects of a medical device company. His background in industrial engineering is especially
helpful to us, especially as Dr. Imhoff can combine this knowledge with clinical applications. His experience in the investment
community is invaluable to a public company often undertaking capital raising efforts.
Vote Required
The three nominees receiving
the highest number of affirmative votes of the votes cast will be elected as directors. Abstentions and broker non-votes will not
be counted.
Recommendation
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE.
PROPOSAL NO. 2:
APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE
OF INCORPORATION TO EFFECT A 1-FOR-800 REVERSE STOCK SPLIT OF ALL ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK, TO BE EFFECTED
AS SOON AS PRACTICABLE FOLLOWING SUCH APPROVAL
Proposed Amendment
The board has adopted,
and is recommending to the stockholders for approval, an amendment to our certificate of incorporation to effect a 1-for-800 reverse
stock split of all issued and outstanding shares of our common stock, to be effected as soon as practicable following such approval
(the “Stock Split Amendment”). The board may elect not to implement a reverse stock split, in its discretion, even
if the proposal is approved by our stockholders.
If the Stock Split
Amendment is approved by the required vote of stockholders, paragraph one of Article IV of our certificate of incorporation would
be supplemented by adding the following:
Upon the effectiveness
of the Certificate of Amendment to the Restated Certificate of Incorporation containing this sentence, each 800 shares of Common
Stock issued and outstanding as of the date and time immediately preceding [the effective date of the certificate of amendment]
(the “Split Effective Date”), shall be automatically changed and reclassified, as of the Split Effective Date and without
further action, into one fully paid and non-assessable share of Common Stock. There shall be no fractional shares issued. A holder
of record of Common Stock on the Split Effective Date who would otherwise be entitled to a fraction of a share of Common Stock
shall, in lieu of such fractional share, be entitled to receive one whole share of Common Stock by virtue of rounding up such fractional
share to the next highest whole share.
The proposed amendment,
if adopted by the required vote of stockholders and if the board subsequently determines to effect a reverse stock split, will
become effective upon its acceptance by the Delaware Secretary of State.
Background and Reasons for the Stock
Split Amendment
On February 24,
2016, we implemented a 1:100 reverse stock split of all of our issued and outstanding common stock. As a result of the reverse
stock split, every 100 shares of issued and outstanding common stock was converted into 1 share of common stock. The board believed
at the time, and continues to believe, that a reverse stock split would enhance the acceptability and marketability of our common
stock to the financial community and the investing public and may mitigate any reluctance on the part of certain brokers and investors
to trade in our common stock. In addition, the board believes a reverse stock split would increase the potential for our common
stock to be listed on a national exchange, potentially increasing the liquidity of our common stock, although there can be no assurance
that a reverse stock split will be sufficient to satisfy applicable listing requirements for any national exchange. Many institutional
investors have policies prohibiting them from holding stocks in their own portfolios which trade at prices below certain levels.
These policies reduce the number of potential investors in our common stock at its current market price. In addition, analysts
at many leading brokerage firms are reluctant to recommend stocks to their clients, or monitor the activity of stocks, that trade
at a price per share below certain levels. A variety of brokerage house policies and practices also tend to discourage individual
brokers within those firms from dealing in stocks that trade at a price per share below certain levels. Some of those policies
and practices pertain to the payment of brokers’ commissions and to time-consuming procedures that function to make the handling
of such stocks unattractive to brokers from an economic standpoint. Additionally, because brokers’ commissions on such stocks
generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current share price of
our common stock can result in an individual stockholder paying transaction costs that represent a higher percentage of total share
value than would be the case if our share price were higher. This factor may also limit the willingness of institutions to purchase
our common stock.
After reviewing
the effects of the February reverse stock split, the board believes that a further reverse stock split is necessary to achieve
the objectives described above and, accordingly, originally recommended on May 18, 2016 that our stockholders approve a reverse
stock split in a ratio of up to 1:400. Due to the decline in the trading price of our common stock since that date, the board is
now recommending the 1:800 ratio in the Stock Split Amendment.
Pursuant to the
terms of our outstanding Series C preferred stock, the conversion price of each outstanding share will be subject to potential
downward adjustment as a result of a reverse stock split. On the 15
th
trading day after a reverse stock split, the conversion
price will be adjusted to equal the lesser of (1) the conversion price then in effect and (2) 80% of the then-current market price
of our common stock. If the conversion price is so lowered, the outstanding shares of our Series C preferred stock will subsequently
be convertible into a disproportionate amount of shares of common stock relative to current common stockholders. As of the record
date, a total of three non-affiliates beneficially owned the 1,978.00 shares of Series C preferred stock, which were convertible
into 508,744,856 shares of common stock (based on a conversion price of $0.003888 per share).
Vote Required
Under Delaware law,
the approval of a majority of the outstanding stock entitled to vote thereon is required to amend a certificate of incorporation
to effect a stock split. On May 26, 2016, our largest stockholder, John Imhoff, who is also on our board of directors, agreed to
vote his shares of common stock in favor of the reverse stock split. As of the record date, Dr. Imhoff held [ ] shares, or [ %],
of the outstanding common stock.
Recommendation
The board of directors unanimously recommends
that the stockholders vote “FOR” Proposal 2.
PROPOSAL NO. 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
In 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)
that, among other things, imposes a number of new corporate governance requirements on publicly held companies. The proxy rules
of the Exchange Act were revised pursuant to the Dodd-Frank Act to provide stockholders with the right to vote to approve, on a
non-binding, advisory basis, the compensation of our named executive officers, as disclosed pursuant to the compensation and disclosure
rules of the Securities and Exchange Commission. The advisory stockholder vote is commonly referred to as the “say-on-pay”
vote.
The purpose of our compensation philosophy, policies and practices is to attract and retain experienced, highly qualified executives
critical to our long-term success and enhancement of stockholder value. The board believes our compensation policies and procedures
achieve these objectives. Please read the “Corporate Governance – Executive Compensation” section of this proxy
statement for additional details about our executive compensation, including information about the fiscal year 2015 compensation
of our named executive officers.
This proposal gives you, as a stockholder, the opportunity to express your views on the compensation of our named executive
officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named
executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking stockholder
to approve the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation
disclosure rules of the Securities and Exchange Commission, is hereby APPROVED.”
Because your vote is advisory,
it will not be binding on our board and may not be construed as overruling any decision by the board, nor to create or imply any
additional fiduciary duty of the board. However, the board will review the voting results, and may, in its sole discretion, take
into account the outcome of the vote when considering future executive compensation arrangements.
Our board and our compensation
committee believe that our commitment to responsible compensation practices justifies a vote by stockholders for the resolution
approving the compensation of our executives, as disclosed in this proxy statement.
Vote Required
The votes that stockholders
cast for the proposal must exceed the number of votes cast against the proposal to pass. Abstentions and broker non-votes will
not be counted in determining whether the proposal has received the requisite number of votes for approval.
Recommendation
THE BOARD RECOMMENDS
YOU VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT
TO THE COMPENSATION
DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.
PROPOSAL
NO. 4
RATIFICATION
OF the appointment of
UHY LLP
UHY LLP is our current
independent registered public accounting firm. UHY LLP personnel work under the direct control of UHY LLP partners and are leased
from wholly-owned subsidiaries of UHY Advisors, Inc. in an alternative practice structure. Representatives of UHY LLP are expected
to attend the annual meeting of stockholders, will have the opportunity to make a statement if they desire, and will be available
to respond to appropriate questions.
We were billed by UHY LLP
$192,000 and $220,000 during the fiscal years ended December 31, 2015 and 2014, respectively, for professional services, which
include fees associated with the annual audit of financial statements and review of our quarterly reports on Form 10-Q, and other
SEC filings.
|
|
2015
|
|
2014
|
Audit fees
|
|
$
|
166,000
|
|
|
$
|
165,000
|
|
Audit related fees
|
|
|
15,000
|
|
|
|
38,000
|
|
Tax fees
|
|
|
11,000
|
|
|
|
17,000
|
|
All other fees
|
|
|
—
|
|
|
|
—
|
|
Total Fees
|
|
$
|
192,000
|
|
|
$
|
220,000
|
|
Audit Committee Pre-Approval Policy and Permissible
Non-Audit Services of Independent Registered Public Accounting Firm
Our audit committee pre-approves
all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may
include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one
year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific
budget. Our independent registered public accounting firm and management are required to periodically report to the audit committee
regarding the extent of services provided by the independent registered public accounting firm in accordance with the pre-approval,
and the fees for the services performed to date. The audit committee may also pre-approve particular services on a case-by-case
basis.
Vote Required
The affirmative vote of
a majority of shares present in person or represented by proxy at the meeting will ratify the appointment of UHY LLP as our independent
registered public accounting firm for the 2016 fiscal year.
Recommendation
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF UHY LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR.
CORPORATE GOVERNANCE
Board Meetings and Committees
Our board of directors
held fourteen meetings in 2015. No director attended fewer than 75% of the meetings of the board of directors or the committees
on which he or she served during 2015. We encourage our directors to attend the annual meeting of stockholders. In 2015, all of
our directors attended our annual meeting. All of the members of the board of directors, with the exception of our Chief Executive
Officer, serve on the audit, compensation and nomination committees. Although we are not subject to the listing standards of any
national securities exchange or inter-dealer quotation system, based on the definition of independence in the NASDAQ listing standards,
Dr. Imhoff, Mr. James, Dr. Niloff and Dr. Rosenstock are independent directors. The board works with its members and management
to identify new board members, and will consider nominees recommended by stockholders. Any recommendation should be addressed in
writing to the Board of Directors, c/o Corporate Secretary, 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092.
The audit committee selects
and engages the independent registered public accounting firm to audit our annual financial statements and pre-approves all allowable
audit services and any special assignments given to the accountants. The audit committee also determines the planned scope of the
annual audit, any changes in accounting principles, the effectiveness and efficiency of our internal accounting staff and the independence
of our external auditors. The audit committee met fourteen times in 2015. The audit committee currently consists of Dr. Imhoff,
Mr. James and Drs. Niloff, and Rosenstock. Each member of the audit committee is independent in accordance with the NASDAQ listing
standards for audit committee independence and applicable SEC regulations. None of the members of the audit committee has participated
in the preparation of our financial statements at any time during the past three years. The board has also determined that Mr.
James and Drs. Niloff, Imhoff, and Rosenstock meet the criteria specified under applicable SEC regulations for an “audit
committee financial expert” and that the committee members are financially sophisticated.
The board of directors,
in consultation with our Chief Executive Officer, sets the compensation for our officers, reviews management organization and development,
reviews significant employee benefit programs and establishes and administers executive compensation programs. The compensation
committee currently consists of Dr. Imhoff, Mr. James, Drs. Niloff and Rosenstock, each of whom is independent under NASDAQ listing
standards. The compensation committee met fourteen times in 2015.
The board of directors,
in consultation with our Chief Executive Officer, reviews and recommends individuals to be nominated as directors. Our board has
historically evaluated all candidates based upon, among other factors, a candidate’s financial literacy, knowledge of our
industry or other background relevant to our needs, status as a stakeholder, independence, and willingness, ability and availability
for service. Other than the foregoing, there have been no stated minimum criteria for director nominees, although our board has
considered such other factors as it has deemed to be in the best interests of us and our stockholders. The board has considered
diversity as it has deemed appropriate in this context (without having a formal diversity policy), given current needs and the
current needs of the board to maintain a balance of knowledge, experience and capability. When considering diversity, the board
has considered diversity as one factor, of no greater or lesser importance than other factors and has considered diversity in a
broad context of race, gender, age, business experience, skills, international experience, education, other board experience and
other relevant factors.
The audit committee and
the compensation committee have each adopted charters, which are available on our web site, at www.guidedinc.com/Investors.htm.
The nomination committee currently operates without a charter.
Board Leadership Structure and Role in
Risk Oversight
Dr.
Cartwright, our President and Chief Executive Officer, also serves as a director; our board is led by the Chairman, Mr. James,
one of our independent directors. Our board, as a whole, has responsibility for risk oversight, with reviews of certain areas being
conducted by the relevant board committees that report on their deliberations to the full board, as further described below. In
addition, our management regularly communicates with the board to discuss important risks for their review and oversight, including
regulatory risk and risks stemming from periodic litigation or other legal matters in which we are involved. Given the small size
of the board, the board feels that this structure for risk oversight is appropriate (except for those risks that require risk oversight
by independent directors only).
The board of directors
is specifically charged with discussing risk management (primarily financial and internal control risk), and receives regular reports
from management, independent auditors, internal audit and outside legal counsel on risks related to, among others, our financial
controls and reporting. The board of directors reviews risks related to compensation and makes recommendations to the board with
respect to whether our compensation policies are properly aligned to discourage inappropriate risk-taking, and is regularly advised
by management and, as deemed appropriate, outside legal counsel.
Communication with Directors
Any stockholder is welcome
to communicate with any director or the board of directors by writing to a director or the board as a whole, c/o Corporate Secretary,
5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092.
Director Compensation
None
of our directors received any compensation or reimbursement in cash in 2015; however, they did receive stock options or shares,
in lieu of cash, for 2015 and 2014, respectively, in connection with their services as members of the board of directors and their
service on board committees.
Director Compensation Table, for year ended
December 31, 2015
Name and Principal Position
|
|
Common Stock
Awards (#)
|
Michael C. James, Chairman and Director
|
|
|
6,000
|
|
Ronald W. Hart, Ph.D., Director
|
|
|
6,000
|
|
John E. Imhoff, M.D., Director
|
|
|
6,000
|
|
Jonathan M. Niloff, M.D., Director
|
|
|
6,000
|
|
Linda Rosenstock, M.D., Director
|
|
|
6,000
|
|
Executive Compensation
The purpose of our compensation
philosophy, policies and practices is to attract and retain experienced, highly qualified executives critical to our long-term
success and enhancement of stockholder value. We rely on a combination of base salary and customary benefits along with long-term
equity incentive compensation to achieve these objectives. In establishing compensation packages for our executive officers, the
compensation committee believes that we provide our executive officers with the opportunity to earn a competitive annual base salary,
and that options grants reward our executive officers for meaningful performance that contributes to enhanced long-term stockholder
value and our general long-term financial health, and helps to align the interests of our executive officers with those of our
stockholders.
Summary Compensation Table
The
following table lists specified compensation we paid during each of the fiscal years ended December 31, 2015 and 2014 to our chief
executive officer and our two other most highly compensated executive officers (or former executive officers), collectively referred
to as the named executive officers, in 2015
:
2015 and 2014 Summary Compensation Table
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option Awards
($)
(1)
|
Total
($)
|
Gene S. Cartwright, Ph.D.
President, CEO, Acting CFO and Director(2)
|
2015
|
300,000
|
150,000
|
-
|
450,000
|
2014
|
300,000
|
150,000
|
$731,000
|
$1,046,000
|
Mark Faupel, Ph.D.
Former President,
CEO and Acting CFO
(3)
|
2015
|
198,073
|
-
|
30,400
|
228,473
|
2014
|
264,097
|
13,600
|
17,000
|
294,697
|
Richard Fowler,
Senior Vice President of Engineering
|
2015
2014
|
243,000
203,000
|
-
-
|
30,880
17,000
|
273,880
220,000
|
|
(1)
|
See Note 4 to the consolidated financial statements filed in Form 10-K.
|
|
(2)
|
All amounts reported as accrued. Dr. Cartwright has elected to get paid
partial salary, due to the Company’s cash position.
|
|
(3)
|
Dr. Faupel is no longer employed by the Company, but in 2015 provided
consulting services to the Company.
|
Dr. Cartwright’s
2015 and 2014 compensation consisted of a base salary of $300,000, with $150,000 performance condition related bonus, and the usual
customary company benefits. He also received 20,000 both market and performance condition restricted shares of common stock (10,000
shares if the stock price closes at/above $1.50 for 30 consecutive trading days (the “Tier 1 Vesting Date”); subject
to the Executive’s continuous employment with the Company through the applicable vesting date; (i) 5,000 shares will vest
on the Tier 1 Vesting Date; and (ii) 5,000 shares will vest on the first anniversary of the Tier 1 Vesting Date. 10,000 GT stock
price closes at/above $250.00 for 30 consecutive trading days (the “Tier 2 Vesting Date”); subject to the Executive’s
continuous employment with the Company through the applicable vesting date: (i) 5,000 shares will vest on the Tier 2 Vesting Date;
and (ii) 5,000 shares will vest on the first anniversary of the Tier 2 Vesting Date). Dr. Cartwright was also issued 350 and 2,500
of stock options that vest over 48 months in 2014. As of December 31, 2015, Dr. Cartwright’s deferred salary plus interest
was $282,734 and his deferred bonus was $300,000.
Dr. Faupel’s 2015
and 2014 compensation consisted of a base salary of $198,073 and $264,097, respectively, and usual and customary company benefits.
He received no bonus in the years ended December 31, 2015 and 2014. He received 1,900 and 350 shares of stock options, which vest
over 48 months in 20154 and 2014, respectively. As of December 31, 2015, Dr. Faupel’s remaining deferred salary plus interest
and bonus was $53,433. He also holds a promissory note of $250,512 for past un-paid salary.
Mr. Fowler’s 2015
and 2014 compensation consisted of a base salary of $243,000 and $203,000, respectively, and usual and customary company benefits.
He received no bonus in the years ended December 31, 2015 and 2014. He received 1,930 and 350 shares of stock options, which vest
over 48 months in 2015 and 2014, respectively. As of December 31, 2015, Mr. Fowler’s total deferred salary plus interest
was approximately $247,469.
Outstanding Equity Awards to Officers at
December 31, 2015
|
Option Awards
|
Name and Principal
Position
|
Number of
Securities
Underlying
Options
Exercisable
(#)
(1)
|
Number of Securities
Underlying
Options Un-exercisable
(#)
|
Equity Incentive Plan
Awards: Number of
Securities Under-
lying Unexercised
Unearned Options
(#)
|
Option
Exercise
Price
($)
(2)
|
Option
Expiration
Date
|
Gene S. Cartwright, Ph.D.
President, CEO, Acting CFO and Director
|
756
|
-
|
2,094
|
27.00
|
12/31/2024
|
Mark Faupel, Ph.D.
Former President, CEO & Acting CFO
|
21,058
|
-
|
1,842
|
72.00
|
12/31/2024
|
Richard Fowler
Senior Vice President of Engineering
|
6,173
|
-
|
1,977
|
59.00
|
12/31/2024
|
|
(1)
|
Represents fully vested options.
|
|
(2)
|
Based on all outstanding options.
|
Change of Control Arrangements
We have a compensatory
arrangement with our named executive officers that would be triggered upon a change of control of Guided Therapeutics, as described
below. Under the stock option agreements with each of our named executive officers, upon a change of control, all options held
by the officer will vest immediately. The board committee that administers the stock option plan may provide, by giving at least
30 days prior written notice, that all options will terminate if not exercised in connection with or before the change of control
or, if provision is made for assumption of the options, permit the optionee to elect to accept the assumed options. Additionally,
after a change of control, if the optionee’s employment is terminated due to a reduction of responsibility, required relocation
or other similar action, the executive officer will be entitled to receive, as specified in the agreement for each executive officer,
three month’s severance, which may be paid either as a lump sum or as a salary continuation, at our option. Generally, a
change of control occurs upon an acquisition by any person or group in excess of 50% of our voting securities, a replacement of
more than one-half of the members of our board of directors that is not approved by a majority of the members who were on the board
before the transaction, the merger of Guided Therapeutics with or into another entity unless the holders of our securities before
the transaction continue to hold a majority of our securities after the transaction, or the consolidation or sale of all or substantially
all of our assets.
Related Persons Transactions
John E. Imhoff is one of our directors. In
June 2015, Dr. Imhoff agreed to exchange certain of his warrants, originally issued in December 2014 and exercisable for 589 shares
of our common stock, for two new warrants that, unlike the original warrant, do not contain any price or share reset provisions.
Each new warrant is exercisable for the same number of shares of our common stock as the original warrant, at any time until December
2, 2020. The exercise price of the first new warrant is $0.09 per share and the second new warrant is $0.11 per share but, aside
from the exercise price, the new warrants are identical in terms to each other. As additional consideration, we issued Dr. Imhoff
an additional 188 shares of common stock. Dr. Imhoff participated on terms equal to those of other holders of the December 2014
warrants. As a result of these transactions, Dr. Imhoff’s beneficial ownership of our common stock increased from
approximately 11.7% immediately prior to the exchange, to approximately 11.8% immediately afterward.
In September 2015, Dr. Imhoff participated
in our Series C preferred stock issuance by exchanging all of his shares of Series B preferred stock and investing $300,000 in
cash, for a total of 1,067 shares of Series C preferred stock and warrants to purchase 168,474 shares of common stock. Dr. Imhoff
participated on terms equal to those of other Series C investors. As a result of these transactions, Dr. Imhoff’s beneficial
ownership of our common stock increased from approximately 14% immediately prior to his first acquisition of shares of Series C
preferred stock, to 25% immediately afterward.
On March 11, 2016, Dr. Imhoff received 18,932
shares of common stock as a dividend on his Series B preferred stock (previously accrued but unpaid), in accordance with the terms
of the Series B preferred stock.
In April 2016, Dr. Imhoff exchanged his shares
of Series C preferred stock for a total of 2,400.75 shares of Series C1 preferred stock and 10,243,200 shares of common stock.
In connection with the exchange, Dr. Imhoff also agreed to roll over the $1,000 stated value per share of his shares of Series
C1 preferred stock into the next qualifying financing we undertake on a dollar-for-dollar basis and, except in the event of an
additional $50,000 cash investment by Dr. Imhoff, to execute a customary “lockup” agreement in connection with the
financing. Dr. Imhoff participated on terms equal to those of other Series C1 investors. As a result of this transaction, Dr. Imhoff’s
beneficial ownership of our common stock increased from approximately 25% immediately prior to the transaction, to 77% immediately
afterward.
In June 2016, Dr. Imhoff agreed to exchange
certain of his warrants, exercisable for 3,647,651 shares of our common stock and subject to certain anti-dilution provisions,
in exchange for new warrants, exercisable for 7,295,302 shares of our common stock, but without those anti-dilution provisions.
Dr. Imhoff will be required to surrender his old warrants upon consummation of our next financing resulting in net cash proceeds
to us of at least $1 million. The new warrants will have an initial exercise price equal to the exercise price of the surrendered
warrants as of immediately prior to consummation of the financing, subject to customary “downside price protection”
for as long as our common stock is not listed on a national securities exchange, and will expire five years from the date of issuance.
Lynne Imhoff (no relation) currently beneficially
owns in excess of 10% of our outstanding common stock. In September 2015, Ms. Imhoff participated in our Series C preferred stock
issuance by exchanging all of her shares of Series B preferred stock and investing $125,000 in cash, for a total of 300 shares
of Series C preferred stock and warrants to purchase 473,158 shares of common stock. Ms. Imhoff participated on terms equal to
those of other Series C investors. As a result of these transactions, Ms. Imhoff’s beneficial ownership of our common stock
increased from approximately 2% immediately prior to her first acquisition of shares of Series C preferred stock, to 4% immediately
afterward.
In April 2016, Ms. Imhoff exchanged her shares
of Series C preferred stock for a total of 675 shares of Series C1 preferred stock and 2,880,000 shares of common stock. In connection
with the exchange, Ms. Imhoff also agreed to roll over the $1,000 stated value per share of her shares of Series C1 preferred stock
into the next qualifying financing we undertake on a dollar-for-dollar basis and, except in the event of an additional $50,000
cash investment by Ms. Imhoff, to execute a customary “lockup” agreement in connection with the financing. Ms. Imhoff
participated on terms equal to those of other Series C1 investors. As a result of this transaction, Ms. Imhoff’s beneficial
ownership of our common stock increased from approximately 4% immediately prior to the transaction, to 45% immediately afterward.
In June 2016, Ms. Imhoff agreed to exchange
certain of her warrants, exercisable for 729,535 shares of our common stock and subject to certain anti-dilution provisions, in
exchange for new warrants, exercisable for 1,459,069 shares of our common stock, but without those anti-dilution provisions. Ms.
Imhoff will be required to surrender her old warrants upon consummation of our next financing resulting in net cash proceeds to
us of at least $1 million. The new warrants will have an initial exercise price equal to the exercise price of the surrendered
warrants as of immediately prior to consummation of the financing, subject to customary “downside price protection”
for as long as our common stock is not listed on a national securities exchange, and will expire five years from the date of issuance.
REPORT OF THE AUDIT COMMITTEE
The following report is
provided to stockholders by the members of the audit committee of the board of directors:
The audit committee has
reviewed and discussed with Guided Therapeutics’ management and UHY LLP, Guided Therapeutics’ independent registered
public accounting firm for the fiscal year ended December 31, 2015, the audited financial statements of Guided Therapeutics contained
in its annual report to stockholders for the year ended December 31, 2015.
The audit committee has
received and reviewed the written disclosures and the letter from UHY LLP required by applicable requirements of the Public Company
Accounting Oversight Board regarding UHY LLP’s communications with the audit committee concerning independence, and has discussed
with UHY LLP its independence.
Based on the review and
discussions referred to above, the audit committee recommended to the board of directors that the audited financial statements
be included in Guided Therapeutics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the
Securities and Exchange Commission.
|
Respectfully submitted,
|
|
|
|
Michael C. James, Chairman
|
|
Jonathan M. Niloff
|
|
Linda Rosenstock
|
|
Ronald W. Hart
|
|
John E. Imhoff
|
The information contained
in the report of the
board of directors
will not be deemed to be “soliciting material” or to be “filed”
with the Securities and Exchange Commission, nor will this information be incorporated by reference into any future filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
OTHER MATTERS
We know of no other matters
to be submitted at the meeting. If any other matters properly come before the meeting, the persons named in the accompanying proxy
intend to vote the shares represented by proxy as they, acting in their sole discretion, may determine.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
TO BE PRESENTED AT 2016 ANNUAL MEETING
We must receive proposals
of our stockholders that are intended to be presented to stockholders at the 2016 annual meeting at our principal executive offices,
no later than [ , 2017], in order to be considered for inclusion in our proxy statement and form of proxy relating to that meeting.
Moreover, with regard to any proposal by a stockholder not seeking to have the proposal included in the proxy statement but seeking
to have the proposal considered at the 2016 annual meeting, if that stockholder fails to notify us in the manner just described
by [ , 2017], then the persons who are appointed as proxies may exercise their discretionary voting authority with respect to the
proposal, if the proposal is considered at the 2016 annual meeting, even if stockholders have not been advised of the proposal
in the proxy statement for that annual meeting. Any proposals submitted by stockholders must comply in all respects with the rules
and regulations of the SEC.
Dated: [ , 2016 ]
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
GUIDED THERAPEUTICS, INC.
2016 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD [ , 2016 ]
The undersigned stockholder
of GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”),
acknowledges
receipt of the notice of annual meeting of stockholders and proxy statement for the 2016 Annual Meeting of Stockholders, and hereby
appoints Gene S. Cartwright, proxy and attorney-in-fact, with full power to each of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the 2016 annual meeting to be held on [ , 2016 ] at 10:00 a.m. local time, at
the 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092
and at any adjournment
or adjournments of the annual meeting, and to vote all shares of common stock which the undersigned would be entitled to vote if
then and there personally present, on the matters set forth below:
|
1.
|
ELECTION OF DIRECTORS:
|
[ ] FOR all nominees listed
below [ ] WITHHOLD for all nominees listed below
[ ] FOR all nominees listed
below, except WITHHOLD for the following nominee(s):
____________________
Gene S. Cartwright, Ph.D., John
E. Imhoff, M.D.; and Michael C. James
|
2.
|
APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A 1-FOR-400 REVERSE STOCK
SPLIT OF ALL ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK, TO BE EFFECTED AS SOON AS PRACTICABLE FOLLOWING SUCH APPROVAL:
|
[ ] FOR [
] AGAINST [ ] ABSTAIN
|
3.
|
APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE
ACCOMPANYING PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.
|
[ ] FOR [
] AGAINST [ ] ABSTAIN
|
4.
|
RATIFICATION OF THE APPOINTMENT OF UHY LLP AS
THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR:
|
[ ] FOR [
] AGAINST [ ] ABSTAIN
In their discretion, the proxies will vote
upon any other matter or matters, which may properly come before the annual meeting or any adjournment or adjournments of the annual
meeting.
THIS PROXY WILL BE VOTED
AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED
FOR
THE ELECTION OF EACH OF THE NOMINEES LISTED IN
PROPOSAL 1,
FOR
THE APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT;
FOR
THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS; AND
FOR
THE RATIFICATION OF THE APPOINTMENT OF UHY LLP
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR, AND IN THE DISCRETION OF THE DESIGNATED
PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
|
Dated: ______________, 2016
|
|
|
|
|
|
|
|
|
____________________________
|
|
|
Signature
|
|
|
|
|
|
____________________________
|
|
|
Signature
|
|
(This proxy should be marked,
dated and signed by the stockholder(s) exactly as his or her name appears on this proxy, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property,
both should sign.)
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