Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 23, 2024, Guided Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors (the "Investors"), including John Imhoff a member of the Company's Board of Directors, for the purpose of raising $300,000 in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a private placement offering, an aggregate of 3,333,335 shares (the "Shares") of the Company's common stock ("Common Stock") and warrants (the "Warrants") to purchase up to 3,333,335 shares of Common Stock (the shares of Common Stock issuable upon exercise of the Warrants, the "Warrant Shares"). The combined purchase price per Share and Warrant was $0.09. The Warrants are immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.12 per share.

The closing of offering pursuant to the Purchase Agreement occurred on September 23, 2024.

The Company intends to use the net proceeds from the transactions for general corporate purposes and working capital.

The forms of the Purchase Agreement and the Warrant are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.