Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
27 June 2014 - 12:46AM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(3)
Registration No. 333-195603
PROSPECTUS SUPPLEMENT NO. 2
43,646,992 Shares of Common Stock
of
Guided Therapeutics, Inc.
This prospectus
supplement no. 2 supplements and amends the prospectus dated May 12, 2014, as previously supplemented and amended, which constitutes
part of our registration statement on Form S-1 (No. 333-
195603) relating to up to 43,646,992
shares of our common stock that may be offered for sale by the stockholders named in the prospectus. This prospectus supplement
includes our current report on Form 8-K, filed June 20, 2014.
This prospectus supplement should be read in
conjunction with the prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified
by reference to the prospectus, except to the extent that the information in this prospectus supplement updates and supersedes
the information contained in the prospectus.
This prospectus supplement is not complete
without, and may not be delivered or utilized except in connection with, the prospectus.
Investing in our common stock involves a
high degree of risk. We urge you to carefully read the “Risk Factors” section beginning on page 4 of the prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June
26, 2014.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event)
June 20, 2014; (June 20, 2014)
GUIDED THERAPEUTICS, INC.
(Exact Name of Registrant as Specified
in Its Charter)
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Delaware
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0-22179
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58-2029543
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(
State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.)
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Incorporation)
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5835 Peachtree Corners East, Suite D
Norcross, Georgia
(Address of Principal Executive Offices)
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30092
(Zip Code)
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Registrant's Telephone Number, Including Area
Code:
(770) 242-8723
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission
of Matters to a Vote of Security Holders.
On
June 20, 2014, the Company held its annual meeting of stockholders in Atlanta, Georgia. As of the record date, April
24, 2014, there were
72,172,331
shares of Common Stock
and 1,737 shares
of Series B preferred stock (common stock equivalent being 4,342,500 shares), voting on an as-converted basis
entitled to vote at the annual meeting. Represented at the meeting in person or by proxy were 60,121,438
votes representing
79 percent
of the total shares of Common Stock entitled to vote at the meeting.
The
purpose of the meeting was to
elect six directors, amend our Certificate of Incorporation to increase the number of
authorized shares of our common stock to a total of 195,000,000 shares, the non-binding, advisory approval of the compensation
of the Company’s named executive officers and to ratify the appointment of UHY, LLP as the Company’s independent auditors
for fiscal year 2014
. The following table sets forth the results of the vote on the matters:
Proposal
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Votes
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Gene S. Cartwright, Ph.D.
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For
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33,358,541
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Against
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30,459
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Abstain
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26,706
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Non Votes
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26,705,732
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Ronald W. Hart, Ph.D.
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For
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20,940,509
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Against
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12,185,269
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Abstain
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289,928
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Non Votes
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26,705,732
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John E. Imhoff, M.D.
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For
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23,600,286
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Against
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3,158,746
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Abstain
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6,656,674
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Non Votes
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26,705,732
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Michael C. James
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For
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21,421,967
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Against
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10,441,768
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Abstain
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1,551,971
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Non Votes
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26,705,732
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Jonathan M. Niloff, M.D.
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For
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20,907,240
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Against
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4,599,156
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Abstain
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7,909,310
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Non Votes
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26,705,732
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Linda Rosenstock, M.D.
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For
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20,386,621
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Against
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11,486,464
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Abstain
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1,542,621
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Non Votes
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26,705,732
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Increase Shares
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For
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45,432,993
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Against
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13,649,900
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Abstain
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1,038,545
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Non Votes
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0
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Executive Compensation
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For
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22,928,596
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Against
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2,716,137
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Abstain
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1,383,423
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Non Votes
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26,705,732
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Uncast
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6,137,550
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Auditors
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For
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56,749,182
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Against
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1,811,753
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Abstain
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1,560,503
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Non Votes
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0
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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GUIDED THERAPEUTICS, INC
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By:
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/s/ Gene Cartwright
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Gene Cartwright
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Chief Executive Officer
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Date: June 20, 2014
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