UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]

☒ QUARTERLY REPORT UNDERPURSUANT 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

For the quarterly period ended June 30, 2016

2017

Commission File No. 0-22179

GUIDED THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of incorporation or organization)

 

58-2029543

(I.R.S. Employer Identification No.)

5835 Peachtree Corners East, Suite D

Norcross, Georgia 3092

30092

(Address of principal executive offices) (Zip Code)

(770) 242-8723

(Registrant’s telephone number, including area code)     

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [ X ]☒ No [ ]

☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [ X ]☒ No [  ]

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and, “smaller reporting company” and "emerging growth company" in Rule 12b-1212b-2 of the Exchange ActAct. (Check one):

Large Accelerated filer _____ Accelerated filer ____ Non-accelerated filer_____ Smaller Reporting Company X

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer
☐ (Do not check if a smaller reporting company)
Smaller reporting company☒
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. 

Yes [   ]☐  No [X]

☒

As of August 11, 2016,7, 2017, the registrant had outstanding 153,919,8863,596,732 shares of Common Stock.

common Stock, $0.001 par value per share, outstanding.
 


GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

INDEX

Part I.  Financial Information 3
  
Item 1.     Financial Statements 3
  
                        Condensed Consolidated Balance Sheets – (Unaudited) as of 
                        June 30, 20162017 and December 31, 20152016 3
  
                        Condensed  Consolidated Statements of Operations (Unaudited) 
                        Three and six months ended June 30, 20162017 and 20152016 4
  
                        Condensed Consolidated Statements of Cash Flows (Unaudited) for the 
                        Six months ended June 30, 20162017 and 20152016 5
  
                        Notes to Condensed Consolidated Financial Statements (Unaudited) 6
  
Item 2.      Management's Discussion and Analysis of Financial Condition and Results of Operations1925
  
Item 3.     Quantitative and Qualitative Disclosures About Market Risk2330
  
Item 4.     Controls and Procedures2330
  
Part II. Other Information2431
  
Item 1.     Legal Proceedings  2431
  
Item 1A.  Risk Factors2531
  
Item 2.     Unregistered Sale of Equity Securities and Use of Proceeds.        2531
  
Item 3.     Defaults Upon Senior Securities    2531
  
Item 4.     Mine Safety Disclosures2531
  
Item 5.     Other information2531
  
Item 6.    Exhibits2531
  
Signatures
26

232
 


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (in Thousands)
 
ASSETS  June 30, 2016   December 31, 2015 
CURRENT ASSETS:        
Cash and cash equivalents $22  $35 
  Accounts receivable, net of allowance for doubtful accounts of $78 and $95 at June 30, 2016 and December 31, 2015, respectively  289   190 
  Inventory, net of reserves of $140 and $118, at June 30, 2016 and   December 31, 2015, respectively  1,238   1,119 
Prepaid expenses and deposits  502   780 
                    Total current assets  2,051   2,124 
         
Property and equipment, net  217   318 
Other assets  45   121 
                    Total noncurrent assets  262   439 
         
                    TOTAL ASSETS $2,313  $2,563 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
CURRENT LIABILITIES:        
Short-term notes payable, including related parties $532  $752 
Note payable in default, including related parties  596   133 
Convertible note – in default  1,830   —   
Short-term convertible notes payable, net  602   686 
Accounts payable  2,208   1,824 
Accrued liabilities  2,149   1,907 
Deferred revenue  41   217 
                    Total current liabilities  7,958   5,519 
         
Warrants, at fair value  1,491   2,606 
         
                    TOTAL LIABILITIES  9,449   8,125 
         
STOCKHOLDERS’ DEFICIT:        
  Series C convertible preferred stock, $.001 par value; 9.0 shares authorized, 2.1 and 5.6 shares issued and outstanding as of June 30, 2016 and December 31, 2015,   (Liquidation preference of $2,139 and $5,555 at June 30, 2016 and December 31, 2015)  801   2,052 
  Series C1 convertible preferred stock, $.001 par value; 20.3 shares authorized, 4.3 shares issued and outstanding as of June 30, 2016   (Liquidation preference of   $4,312 at June 30, 2016)  701   —   
  Common stock, $.001 Par value; 1,000,000 shares authorized, 84,952   and 2,371 shares issued and outstanding as of June 30, 2016 and December 31, 2015  376   236 
Additional paid-in capital  116,192   114,845 
Treasury stock, at cost  (132)  (132)
Accumulated deficit  (125,074)  (122,563)
         
                   TOTAL STOCKHOLDERS’ DEFICIT  (7,136)  (5,562)
         
                   TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $2,313  $2,563 
  
 The accompanying notes are an integral part of these condensed consolidated financial statements. 
         

3
 

GUIDED THERAPEUTICS INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, In Thousands) 

   

FOR THE THREE 

MONTHS

ENDED JUNE 30,

   

FOR THE SIX

MONTHS

ENDED JUNE 30,

 
                 
   2016   2015  2016   2015 
REVENUE:                
          Sales – devices and disposables $129  $103  $391  $229 
          Cost of goods sold  33   207   101   314 
                                Gross profit (loss)  96   (104)  290   (85)
                 
OPERATING EXPENSES:                
         Research and development  148   305   438   677 
         Sales and marketing  86   183   203   355 
         General and administrative  760   1,019   1,677   1,982 
                                 Total operating expenses  994   1,507   2,318   3,014 
                 
                                 Operating loss  (898)  (1,601)  (2,028)  (3,074)
                 
OTHER INCOME (EXPENSES):                
         Other income  21   284   44   290 
         Interest expense  (1,213)  (323)  (1,371)  (815)
         Change in fair value of warrants  211   (66)  1,606   648 
                                 Total other income (expenses)  (981)  (105)  279   123 
                 
LOSS FROM OPERATIONS  (1,879)  (1,706)  (1,749)  (2,951)
                 
PROVISION FOR INCOME TAXES  —     —     —     —   
                 
NET LOSS $(1,879) $(1,706) $(1,749) $(2,951)

 

PREFERRED STOCK DIVIDENDS

  (292)  (1,295)  (762)  (1,326)

 

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

 $(2,171) $(3,001) $(2,511) $(4,277)
                 
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS                
      BASIC $(0.07) $(0.03) $(0.14) $(0.04)
      DILUTED $(0.07) $(0.03) $(0.14) $(0.04)
                 
WEIGHTED AVERAGE SHARES OUTSTANDING                
      BASIC  32,666   107,256   17,875   102,326 
      DILUTED  32,666   107,256   17,875   102,326 

 
GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
 
 
CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (in Thousands)
 
 
ASSETS
 
June 30,
2017
 
 
December 31, 2016
 
CURRENT ASSETS:
 
 
 
 
 
 
Cash and cash equivalents
 $8 
 $14 
Accounts receivable, net of allowance for doubtful accounts of $248 and $279 at June 30, 2017 and December 31, 2016, respectively
  4 
  - 
Inventory, net of reserves of $262 and $278, at June 30, 2017 and December 31, 2016, respectively
  756 
  773 
Other current assets
  356 
  259 
                    Total current assets
  1,124 
  1,046 
 
    
    
Property and equipment, net
  65 
  126 
Other assets
  319 
  320 
                    Total noncurrent assets
  384 
  446 
 
    
    
                    TOTAL ASSETS
 $1,508 
 $1,492 
 
    
    
LIABILITIES AND STOCKHOLDERS’ DEFICIT
    
    
CURRENT LIABILITIES:
    
    
Notes payable in default, including related parties
 $670 
 $1,008 
Short-term note payable, including related parties
  609 
  197 
Accounts payable
  2,888 
  2,600 
Convertible notes in default
  2,667 
  2,361 
Convertible notes payable
  585 
  468 
Accrued liabilities
  3,271 
  2,670 
Deferred revenue
  93 
  34 
                    Total current liabilities
  10,783 
  9,338 
 
    
    
Warrants at fair value
  1,072 
  1,420 
 
    
    
 
    
    
                    TOTAL LIABILITIES
  11,855 
  10,758 
 
    
    
COMMITMENTS & CONTINGENCIES (Note 7)
    
    
 
    
    
STOCKHOLDERS’ DEFICIT:
    
    
Series C convertible preferred stock, $.001 par value; 9.0 shares authorized, 1.2 and 1.6 shares issued and outstanding as of June 30, 2017 and December 31, 2016, (Liquidation preference of $1,248 and $1,643 at June 30, 2017 and December 31, 2016, respectively)
  461 
  601 
Series C1 convertible preferred stock, $.001 par value; 20.3 shares authorized, 4.3 shares issued and outstanding as of June 30, 2017 and December 31, 2016 (Liquidation preference of $4,312 at June 30, 2017 and December 31, 2016)
  701 
  701 
Common stock, $.001 Par value; 1,000,000 shares authorized, 2,538 and 669 shares issued and outstanding as of June, 30 2017 and December 31, 2016, respectively
  744 
  742 
Additional paid-in capital
  116,782 
  116,380 
Treasury stock, at cost
  (132)
  (132)
Accumulated deficit
  (128,903)
  (127,558)
 
    
    
                   TOTAL STOCKHOLDERS’ DEFICIT
  (10,347)
  (9,266)
 
    
    
                   TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
 $1,508 
 $1,492 
The accompanying notes are an integral part of these condensed consolidated financial statements.

4
 

GUIDED THERAPEUTICS INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in Thousands)
 
  

FOR THE SIX MONTHS

ENDED JUNE 30,

  2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES:        
     Net loss $(1,749) $(2,951)
     Adjustments to reconcile net loss to net cash used in operating activities:        
           Bad debt expense  20   —   
           Depreciation  102   144 
           Amortization  816   543 
           Stock based compensation  53   529 
           Change in fair value of warrants  (1,606)  (648)
     Changes in operating assets and liabilities:        
           Inventory  (120)  194 
           Accounts receivable  (119)  56 
           Other current assets  280   73 
           Other assets  27   10 
           Accounts payable  384   231 
           Deferred revenue  (176)  12 
           Accrued liabilities  549   613 
                         Total adjustments  210   1,757 
         
                         Net cash used in operating activities  (1,539)  (1,194)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
      Net proceeds from issuance of preferred stock and warrants, net  —     2,033 
      Net proceeds from issuance of common stock and warrants, net  —     720 
      Proceeds from debt financing, net of discounts and debt issuance costs  1,618   203 
      Proceeds from options and warrants exercised  —     141 
      Payments made on notes payable  (92)  (91)
         
                        Net cash provided by financing activities  1,526   3,006 
         
NET CHANGE IN CASH AND CASH EQUIVALENTS  (13)  1,812 
CASH AND CASH EQUIVALENTS, beginning of year  35   162 
CASH AND CASH EQUIVALENTS, end of period $22  $1,974 
SUPPLEMENTAL SCHEDULE OF:        
Cash paid for:        
      Interest $1  $56 
NONCASH INVESTING AND FINANCING ACTIVITIES:        
  Deemed dividend on beneficial conversion feature of Series C preferred stock $—    $148 
  Deemed dividend on price changes for Series B preferred stock warrants $—    $72 
  Deemed dividend on December 2014 public offering warrants $—    $1,042 
    Term changes on Series B preferred stock and December 2014 public offering warrants resulting in transfer to equity $—    $1,412 
  Issuance of common stock as debt repayment $225  $833 
  Dividends on preferred stock $762  $64 
         


 
GUIDED THERAPEUTICS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in Thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOR THE THREE
MONTHS
ENDED JUNE 30,
 
 
FOR THE SIX
 MONTHS
ENDED JUNE 30,
 
 
 
2017
 
 
2016
 
 
2017
 
 
2016
 
REVENUE:
 
 
 
 
 
 
 
 
 
 
 
 
          Sales – devices and disposables
 $87 
 $129 
 $104 
 $391 
          Cost of goods sold
  82 
  33 
  98 
  101 
                                 Gross profit
  5 
  96 
  6 
  290 
 
    
    
    
    
OPERATING EXPENSES:
    
    
    
    
         Research and development
  89 
  148 
  183 
  438 
         Sales and marketing
  67 
  86 
  149 
  203 
         General and administrative
  382 
  760 
  726 
  1,677 
                                 Total operating expenses
  538 
  994 
  1,058 
  2,318 
 
    
    
    
    
                                 Operating loss
  (533)
  (898)
  (1,052)
  (2,028)
 
    
    
    
    
OTHER INCOME (EXPENSES):
    
    
    
    
         Other income
  13 
  21 
  15 
  44 
         Interest expense
  (325)
  (1,213)
  (546)
  (1,371)
         Change in fair value of warrants
  (226)
  211 
  403 
  1,606 
                                 Total other income (expenses)
  (538)
  (981)
  (128)
  279 
 
    
    
    
    
LOSS BEFORE INCOME TAXES
  (1,071)
  (1,879)
  (1,180)
  (1,749)
 
    
    
    
    
PROVISION FOR INCOME TAXES
  - 
  - 
  - 
  - 
 
    
    
    
    
NET LOSS
 $(1,071)
 $(1,879)
 $(1,180)
 $(1,749)
 
    
    
    
    
PREFERRED STOCK DIVIDENDS
  (66)
  (292)
  (165)
  (762)
 
    
    
    
    
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
 $(1,137)
 $(2,171)
 $(1,345)
 $(2,511)
 
    
    
    
    
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
    
    
    
    
      BASIC
 $(0.59)
 $(52.95)
 $(0.94)
 $(114.14)
      DILUTED
 $(0.59)
 $(52.95)
 $(0.94)
 $(114.14)
 
    
    
    
    
WEIGHTED AVERAGE SHARES OUTSTANDING
    
    
    
    
      BASIC
  1,916 
  41 
  1,434 
  22 
      DILUTED
  1,916 
  41 
  1,434 
  22 
The accompanying notes are an integral part of these condensed consolidated financial statements.

5

 


 
GUIDED THERAPEUTICS INC. AND SUBSIDIARY
 
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
(Unaudited, in Thousands)
 
 
 
FOR THE SIX MONTHS
ENDED JUNE 30,
 
 
 
2017
 
 
2016
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
     Net loss
 $(1,180)
 $(1,749)
     Adjustments to reconcile net loss to net cash used in operating activities:
    
    
           Bad debt (recovery) expense
  (35)
  20 
           Depreciation
  60 
  102 
           Amortization of debt issuance costs and discounts
  128 
  816 
           Stock based compensation
  32 
  53 
           Change in fair value of warrants
  (403)
  (1,606)
 Changes in operating assets and liabilities:
    
    
           Inventory
  17 
  (120)
           Accounts receivable
  31 
  (119)
           Other current assets
  (97)
  280 
           Other assets
  1 
  27 
           Accounts payable
  288 
  384 
           Deferred revenue
  59 
  (176)
           Accrued liabilities
  822 
  549 
                         Total adjustments
  903 
  210 
 
    
    
                         Net cash used in operating activities
  (277)
  (1,539)
 
    
    
CASH FLOWS FROM FINANCING ACTIVITIES:
    
    
      Proceeds from debt financing, net of discounts and debt issuance costs
  396 
  1,618 
      Payments made on notes payable
  (125)
  (92)
 
    
    
                        Net cash provided by financing activities
  271 
  1,526 
 
    
    
NET CHANGE IN CASH AND CASH EQUIVALENTS
  (6)
  (13)
CASH AND CASH EQUIVALENTS, beginning of year
  14 
  35 
CASH AND CASH EQUIVALENTS, end of period
 $8 
 $22 
SUPPLEMENTAL SCHEDULE OF:
    
    
Cash paid for:
    
    
     Interest
 $1 
 $1 
NONCASH INVESTING AND FINANCING ACTIVITIES:
    
    
  Issuance of common stock as debt repayment
 $35 
 $225 
  Dividends on preferred stock
 $165 
 $762 
The accompanying notes are an integral part of these condensed consolidated financial statements.

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION

Organization and Background
A 1:800 reverse stock split of all of the Company’s issued and outstanding common stock was implemented on November 7, 2016. As a result of the reverse stock split, every 800 shares of issued and outstanding common stock was converted into 1 share of common stock. All fractional shares created by the reverse stock split were rounded to the nearest whole share. The number of authorized shares of common stock did not change. The reverse stock split decreased the Company’s issued and outstanding shares of common stock from 453,694,400 shares to 570,707 shares as of that date. See Note 4, Stockholders’ Deficit. Unless otherwise specified, all per share amounts are reported on a post-stock split basis, as of June 30, 2017. On February 24, 2016, the Company had also implemented a 1:100 reverse stock split of its issued and outstanding common stock.
The Company’s prospects must be considered in light of the substantial risks, expenses and difficulties encountered by entrants into the medical device industry. This industry is characterized by an increasing number of participants, intense competition and a high failure rate. The Company has experienced net losses since its inception and, as of June 30, 2017, it had an accumulated deficit of approximately $128.9 million. To date, the Company has engaged primarily in research and development efforts and the early stages of marketing its products. The Company may not be successful in growing sales for its products. Moreover, required regulatory clearances or approvals may not be obtained in a timely manner, or at all. The Company’s products may not ever gain market acceptance and the Company may not ever generate significant revenues or achieve profitability. The development and commercialization of the Company’s products requires substantial development, regulatory, sales and marketing, manufacturing and other expenditures. The Company expects operating losses to continue through at least the end of 2017 as it continues to expend substantial resources to complete development of its products, obtain regulatory clearances or approvals, build its marketing, sales, manufacturing and finance capabilities, and conduct further research and development.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X by Guided Therapeutics, Inc. (formerly SpectRx, Inc.), together with its wholly owned subsidiary InterScan, Inc., (“Interscan”) (formerly Guided Therapeutics, Inc.), collectively referred to herein as the “Company”.S-X. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. These statements reflect adjustments, all of which are of a normal, recurring nature, and which are, in the opinion of management, necessary to present fairly the Company’s financial position as of June 30, 2016,2017, results of operations for the three and six months ended June 30, 20162017 and 2015,2016, and cash flows for the three and six months ended June 30, 20162017 and 2015.2016. The results of operations for the three and six months ended June 30, 20162017 are not necessarily indicative of the results for a full fiscal year. Preparing financial statements requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2015.

On February 24, 2016,2016.

All information and footnote disclosures included in the Company implemented a 1:100 reverse stock split of its issued and outstanding common stock. The reverse stock split decreasedconsolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Company’s issued and outstanding shares of common stock from 237,101,702 shares of Common Stock to 2,371,007 shares as of that date. See Note 4, Stockholders’ Deficit. Unless otherwise specified, all per share amounts are reported on a post-stock split basis, as of June 30, 2016.

The Company's prospects must be considered in light of the substantial risks, expenses and difficulties encountered by entrants into the medical device industry. This industry is characterized by an increasing number of participants, intense competition and a high failure rate. The Company has experienced net losses since its inception and, as of June 30, 2016, it had an accumulated deficit of approximately $125.1 million. Through June 30, 2016, the Company has devoted substantial resources to research and development efforts. The Company does not have significant experience in manufacturing, marketing or selling its products. The Company's development efforts may not result in commercially viable products and it may not be successful in introducing its products. Moreover, required regulatory clearances or approvals may not be obtained. The Company's products may not ever gain market acceptance and the Company may not ever achieve levels of revenue to sustain further development costs and support ongoing operations or achieve profitability. The development and commercialization of the Company's products will require substantial development, regulatory, sales and marketing, manufacturing and other expenditures. The Company expects operating losses to continue through the foreseeable future as it continues to expend substantial resources to complete development of its products, obtain regulatory clearances or approvals and conduct further research and development.

United States.

Going Concern

The Company’s consolidated financial statements have been prepared and presented on a basis assuming it will continue as a going concern. The factors below raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty. If the Company is unable to continue operations, it may have to the extent practicable, liquidate and/or file for bankruptcy protection.

Liquidity

At June 30, 2016,2017, the Company had a negative working capital of approximately $9.7 million, accumulated deficit of approximately $5.9$128.9 million, and incurred a net loss of $1,071,000 for the stockholders’quarter then ended. Stockholders’ deficit wastotaled approximately $7.1$10.3 million at June 30, 2017, primarily due to recurring net losses from operations and deemed dividends on warrants and preferred stock, offset by proceeds from the exercise of options and warrants and proceeds from the sales of stock.

6
 


The Company’s capital-raising efforts are ongoing. If sufficient capital cannot be raised during the third quarter of 2017, the Company will continue its plans with respect to its liquidity management include the following:

The Company has curtailedof curtailing operations and reducedby reducing discretionary spending and staffing levels.
The Company islevels, and attempting to operate by only pursuing activities wherefor which it has external financial support. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations.
Theoperations or that the Company will be able to raise additional funds on acceptable terms, or at all. In such a case, the Company might be required to enter into unfavorable agreements or, if that is seeking additional capital in the private and/or public equity marketsnot possible, be unable to continue operations, and build sales, marketing, and distribution. The Company is currently evaluating additional equity and debt financing opportunities and may execute them when appropriate. However, there can be no assurances thatto the Company can consummate such a transaction, extent practicable, liquidate and/or consummate a transaction at favorable pricing.file for bankruptcy protection.
The Company is seeking additional sources of cash flow with strategic businesses.
The Company had warrants exercisable for approximately 36911.0 million shares of its common stock outstanding at June 30, 2016,2017, with exercise prices of $0.0042 to $105.00ranging between $0.14 and $40,000 per share. Exercises of these warrants would generate a total of approximately $6.3$6.2 million in cash, assuming full exercise, although the Company cannot be assured that holders will exercise any warrantswarrants. Management may obtain additional funds through the public or private sale of debt or equity, and grants, if available.

2.   SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies were set forth in the audited financial statements and notes thereto for the year ended December 31, 20152016 included in its annual report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant areas where estimates are used include the allowance for doubtful accounts, inventory valuation and input variables for Black-Scholes, Monte Carlo simulations and binomial calculations.

The Company uses the Monte Carlo simulations and binomial calculations in the calculation of the fair value of the warrant liabilities and the valuation of embedded conversion options and freestanding warrants.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Guided Therapeutics, Inc. and its wholly owned subsidiary.

All intercompany transactions are eliminated.

Accounting Standard Updates

In AprilMay 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued AccountingASU 2015-14, “Deferral of the Effective Date”, which amends ASU 2014-09. As a result, the effective date will be the first quarter of fiscal year 2018 with early adoption permitted in the first quarter of fiscal year 2017. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU 2016-08, “Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” (“ASU 2016-08”); ASU 2016-10, “Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing,” (“ASU 2016-10”); ASU 2016-12, “Revenue from Contracts with Customers (Topic 606) Narrow-Scope Improvements and Practical Expedients,” (“ASU 2016-12”); and ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” (“ASU 2016-20”), which are intended to provide additional guidance and clarity to ASU 2014-09. The Company must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 along with ASU 2014-09 (collectively, the “New Revenue Standards”). The New Revenue Standards Update No. 2015-03, Interestmay be applied using one of two retrospective application methods: (1) a full retrospective approach for all periods presented, or (2) a modified retrospective approach that presents a cumulative effect as of the adoption date and additional required disclosures. The Company is evaluating the impact that adoption of this guidance will have on the determination or reporting of its financial results.

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory,” (“ASU 2015-11”). ASU 2015-11 requires inventory be measured at the lower of cost and net realizable value and options that currently exist for market value be eliminated. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for reporting periods beginning after December 15, 2016 and interim periods within those fiscal years with early adoption permitted. ASU 2015-11 should be applied prospectively. The Company has adopted this guidance during the quarter ended June 30, 2017 on a prospective basis. The adoption of this guidance did not have a significant impact on the operating results for the period ended June 30, 2017.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” that requires lessees to recognize on the balance sheet the assets and liabilities associated with the rights and obligations created by those leases. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current U.S. GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as finance or operating lease. The update is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact adoption of this guidance will have on determination or reporting of its financial results.
In March 2016, the FASB issued ASU 2016-05, “Derivatives and Hedging (Topic 815),” (“ASU 2016-05”). ASU 2016-05 provides guidance clarifying that novation of a derivative contract (i.e., a change in counterparty) in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship. The effective date will be the first quarter of fiscal year 2017, with early adoption permitted. The Company has adopted this guidance during the quarter ended June 30, 2017 on a prospective basis. The adoption of this guidance did not have a significant impact on the operating results for the period ended June 30, 2017.
In March 2016, the FASB issued ASU 2016-06, “Derivatives and Hedging (Topic 815),” (“ASU 2016-06”). ASU 2016-06 simplifies the embedded derivative analysis for debt instruments containing contingent call or put options by clarifying that an exercise contingency does not need to be evaluated to determine whether it relates to interest rates and credit risk in an embedded derivative analysis. The effective date will be the first quarter of fiscal year 2017, with early adoption permitted. The Company has adopted this guidance during the quarter ended June 30, 2017 on a prospective basis. The adoption of this guidance did not have a significant impact on the operating results for the period ended June 30, 2017.
In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting,” (“ASU 2016-09”). ASU 2016-09 is intended to simplify several aspects related to how share-based payments are accounted for and presented in the financial statements, such as requiring all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and allowing a policy election to account for forfeitures as they occur. In addition, all related cash flows resulting from share-based payments will be reported as operating activities on the statement of cash flows. ASU 2016-09 could result in increased volatility of the Company’s provision for income taxes and earnings per share, depending on the Company’s share price at exercise or vesting of share-based awards compared to grant date. The effective date will be the first quarter of fiscal year 2017, with early adoption permitted. The Company has adopted this guidance during the quarter ended June 30, 2017 on a prospective basis. The adoption of this guidance did not have a significant impact on the operating results for the period ended June 30, 2017.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - ImputationCredit Losses,” (“ASU 2016-13”). ASU 2016-13 sets forth a “current expected credit loss” model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. The guidance in this new standard replaces the existing incurred loss model and is applicable to the measurement of Interest (Subtopic 835-30)credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. The effective date will be the first quarter of fiscal year 2020. The Company is evaluating the impact that adoption of this new standard will have on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments,” (“ASU 2016-15”). ASU 2016-15 reduces the existing diversity in practice in financial reporting by clarifying existing principles in ASC 230, “Statement of Cash Flows,” and provides specific guidance on certain cash flow classification issues. The effective date for ASU 2016-15 will be the first quarter of fiscal year 2018, with early adoption permitted. The Company is evaluating the impact adoption of this guidance will have on determination or reporting of its financial results.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) - Restricted Cash,” (“ASU 2016-18”). ASU 2016-18 requires a statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company is evaluating the impact adoption of this guidance will have on determination or reporting of its financial results.
In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the PresentationTest for Goodwill Impairment,” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of Debt Issuance Costs, or ASU 2015-03. ASU 2015-03 amends current presentation guidancea reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by requiringwhich the carrying amount exceeds the reporting unit’s fair value, if any. The loss recognized should not exceed the total amount of goodwill allocated to that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deductionreporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of that debt liability, consistentthe reporting unit when measuring the goodwill impairment. The effective date will be the first quarter of fiscal year 2020, with debt discounts. Priorearly adoption permitted in 2017. Adoption is not expected to have a material effect on the Company’s consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718), Scope of Modification Accounting)” (“ASU 2017-09”) which clarifies when changes to the issuanceterms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. ASU 2015-03 debt issuance costs were required2017-09 will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for annual periods, and interim periods within those annual periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements
Except as noted above, the guidance issued by the FASB during the current year is not expected to have a material effect on the Company’s consolidated financial statements.
Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be presented as an asset in the balance sheet. On January 1, 2016, the Company adopted the provisions of ASU 2015-03 and prior period amounts have been reclassified to conform to the current period presentation

a cash equivalent.

Accounts Receivable

The Company performs periodic credit evaluations of its customers’ financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company does not accrue interest receivable on past due accounts receivable.

Concentrations of Credit Risk
The Company, from time to time during the years covered by these consolidated financial statements, may have bank balances in excess of its insured limits. Management has deemed this a normal business risk.
Revenue Recognition

Revenue from the sale of the Company’s products is recognized upon shipment of such products to its customers. The Company recognizes revenue from contracts on a straight linestraight-line basis, over the terms of the contract. The Company recognizes revenue from grants based on the grant agreement, at the time the expenses are incurred.  

Significant Customers
During the three and six months ended June 30, 2017 and 2016, the majorityall of the Company’s revenues were from three and two customers.customers, respectively. Revenue from these customers totaled approximately$103,750 and $283,000 or 72% for the periodsix months ended June 30, 2016.2017 and 2016, respectively. Accounts receivable due from thosethese customers represents 79% of total receivables0% at June 30, 2016.

7
2017.
 

Deferred Revenue

The Company defers payments received as revenue until earned based on the related contracts on a straight line basis, over the terms of the contract.


Inventory Valuation

All inventories are stated at lower of cost or market,net realizable value, with cost determined substantially on a “first-in, first-out” basis.  Selling, general, and administrative expenses are not inventoried, but are charged to expense when purchased.incurred. At June 30, 20162017 and December 31, 2015,2016, our inventories were as follows (in thousands):

  June 30, December 31,
  2016 2015
Raw materials $861  $686 
Work in process  285   186 
Finished goods  232   365 
Inventory reserve  (140)  (118)
       Total $1,238  $1,119 
         

 
 
June 30,
 
 
December 31,
 
 
 
2017
 
 
2016
 
Raw materials
 $795 
 $795 
Work in process
  115 
  115 
Finished goods
  108 
  141 
Inventory reserve
  (262)
  (278)
       Total
 $756 
 $773 
Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of three to seven years. Leasehold improvements are depreciatedamortized at the shorter of the useful life of the asset or the remaining lease term. Depreciation and amortization expense is included in general and administrative expense on the statement of operations. Expenditures for repairs and maintenance are expensed as incurred. Property and equipment are summarized as follows at June 30, 20162017 and December 31, 20152016 (in thousands):

  June 30, December 31,
  2016 2015
Equipment $1,378  $1,377 
Software  740   740 
Furniture and fixtures  124   124 
Leasehold improvement  199   199 
   2,441   2,440 
Less: accumulated depreciation  (2,224)  (2,122)
            Total $217  $318 
         

Prepaid Expenses and Deposits

Prepaid expenses and deposits are summarized as follows (in thousands):

  

June 30,

2016

 December 31,
2015
Prepaid expenses $22  $26 
Prepaid insurance  181   108 
  Prepaid investor relations  —     275 
Deposits - equipment  297   368 
Deposits - other  2   3 
            Total $502  $780 

8
 

 
 
June 30,
 
 
December 31,
 
 
 
2017
 
 
2016
 
Equipment
 $1,378 
 $1,378 
Software
  740 
  740 
Furniture and fixtures
  124 
  124 
Leasehold Improvement
  199 
  199 
 
  2,441 
  2,441 
Less accumulated depreciation and amortization
  (2,376)
  (2,315)
            Total
 $65 
 $126 
Debt Issuance Costs
Debt issuance costs are capitalized and amortized over the term of the associated debt. Debt issuance costs are presented in the balance sheet as a direct deduction from the carrying amount of the that debt liability consistent with the debt discount.
Other Assets
Other assets primarily consist of short- and long-term deposits for various tooling inventory that are being constructed for the Company and deferred financing costs.
Patent Costs (Principally Legal Fees)
Costs incurred in filing, prosecuting, and maintaining patents are recurring, and expensed as incurred. Maintaining patents are expensed as incurred as the Company has not yet received U.S. FDA approval and recovery of these costs is uncertain. Such costs aggregated approximately $9,000 and $9,100 for the six months ended June 30, 2017 and 2016, respectively.

Accrued Liabilities

Accrued liabilities are summarized as follows (in thousands):

  

June 30,

2016

 December 31,
2015
Accrued compensation $1,245  $1,235 
Accrued professional fees  73   154 
   Deferred rent  26   36 
Accrued warranty  65   82 
Accrued vacation  193   177 
Accrued interest  68   —   
Accrued dividends  263   167 
Other accrued expenses  216   56 
            Total $2,149  $1,907 

 
 
June 30,
2017
 
 
December 31,
 2016
 
Accrued compensation
 $1,887 
 $1,656 
Accrued professional fees
  73 
  161 
Deferred rent
  - 
  13 
Accrued warranty
  51 
  58 
Accrued vacation
  164 
  175 
Accrued interest
  223 
  - 
Accrued dividends
  300 
  296 
Other accrued expenses
  573 
  311 
            Total
 $3,271 
 $2,670 
Deferred Revenue
The Company defers payments received as revenue until earned based on the related contracts on a straight-line basis, over the terms of the contract.
Research and Development

Research and development expenses consist of expenditures for research conducted by the Company and payments made under contracts with consultants or other outside parties and costs associated with internal and contracted clinical trials. All research and development costs are expensed as incurred.

Income Taxes

The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management provides valuation allowances against the deferred tax assets for amounts that are not considered more likely than not to be realized.

The Company is currentcurrently delinquent with its federal and applicable state tax returns filings. Some of the federal income tax returns are currently under examination by the U.S. Internal Revenue Service (“IRS”). None of the Company’s state income tax returns are currently under review by state authorities. Although we havethe Company has been experiencing recurring losses, we areit is obligated to file tax returns for compliance with Internal Revenue Service (“IRS”)IRS regulations and that of applicable state jurisdictions. At June 30, 2017 and December 31, 2015,2016, the Company has approximately $28.0$34 and $33 million of net operating losses, respectively. This net operating loss will be eligible to be carried forward for tax purposes at federal and applicable states level. A full valuation allowance has been recorded related the deferred tax assets generated from the net operating losses.

None of the Company’s federal or state

Uncertain Tax Positions
The Company assesses each income tax returns are currently under examination by the IRS or state authorities.

Uncertain Tax Positions

Effective January 1, 2007 the Company adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than notmore-likely-than-not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At June 30, 20162017 and December 31, 20152016 there were no uncertain tax positions.

Warrants

The Company has issued warrants, which allow the warrant holder to purchase one share of stock at a specified price for a specified period of time. The Company records equity instruments including warrants issued to non-employees based on the fair value at the date of issue. The fair value of warrants classified as equity instruments at the date of issuance is estimated using the Black-Scholes Model. The fair value of warrants classified as liabilities at the date of issuance is estimated using the Monte Carlo Simulation or Binomial model.

9
 


Stock Based Compensation

The Company records compensation expense related to options granted to non-employees based on the fair value of the award.

Compensation cost is recorded as earned for all unvested stock options outstanding at the beginning of the first year based upon the grant date fair value estimates, and for compensation cost for all share-based payments granted or modified subsequently based on fair value estimates.

For the six months ended June 30, 20162017 and 20152016 share-based compensation for options attributable to employees, officers and Board members were approximately $53,000$32,000 and $529,000.$53,000. These amounts have been included in the Company’s statements of operations. Compensation costs for stock options which vest over time are recognized over the vesting period. As of June 30, 2016,2017, the Company had approximately $150,000$76,000 of unrecognized compensation costs related to granted stock options that will be recognized over the remaining vesting period of approximately three years.

3.   FAIR VALUE OF FINANCIAL INSTRUMENTS

The guidance for fair value measurements, ASC820,Fair Value Measurements and Disclosures,, establishes the authoritative definition of fair value, sets out a framework for measuring fair value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follow:

·Level 1 – Quoted market prices in active markets for identical assets and liabilities;

·Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and

·Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use.

follows:

●
Level 1 – Quoted market prices in active markets for identical assets and liabilities;
●
Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and
●
Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use.
The Company records its derivative activities at fair value, which consisted of warrants as of June 30, 2016.2017. The fair value of the warrants was estimated using the Binomial Simulation model. Gains and losses from derivative contracts are included in net gain (loss) from derivative contracts in the statement of operations. The fair value of the Company’s derivative warrants is classified as a Level 3 measurement, since unobservable inputs are used in the valuation.

The following table presents the fair value for those liabilities measured on a recurring basis as of June 30, 20162017 and December 31, 2015:

2016: 

FAIR VALUE MEASUREMENTS (In Thousands)

The following is summary of items that the Company measures at fair value on a recurring basis:

  Fair Value at June 30, 2016
         
   Level 1   Level 2   Level 3   Total 
                 
Warrants issued in connection with the issuance of Series C preferred stock $         -  $-  $(1) $(1)
Warrants issued in connection with Senior Secured Debt  -   -   (1,376)  (1,376)
Warrants to be issued in connection with distributor debt  -   -   (114)  (114)
                 
            Total long-term liabilities at fair value $-  $-  $(1,491) $(1,491)
                 

10
 
 
Fair Value at June 30, 2017       
 
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants issued in connection with Distributor Debt  
 $-
 
 $-
 
 $(114)
 $(114)
Warrants issued in connection with Senior Secured Debt
  - 
  - 
  (958)
  (958)
     Total long-term liabilities at fair value
 $- 
 $- 
 $(1,072)
 $(1,072)
 
  

 

 

Fair Value at December 31, 2015

         
   Level 1   Level 2   Level 3   Total 
                 
Warrants issued in connection with the issuance of Series C preferred stock $—    $—    $(1,145) $(1,145)
Warrants issued in connection with the issuance of Series B preferred stock  —     —     (1,461)  (1,461)
                 
            Total long-term liabilities at fair value $—    $—    $(2,606) $(2,606)
                 


 
 
Fair Value at December 31, 2016
 
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants issued in connection with Distributor Debt
 $— 
 $— 
 $(114)
 $(114)
Warrants issued in connection with Senior Secured Debt
  — 
  — 
  (1,306)
  (1,306)
 
    
    
    
    
            Total long-term liabilities at fair value
 $— 
 $— 
 $(1,420)
 $(1,420)
The following is a summary of changes to Level 3 instruments during the sixthree months ended June 30, 2016: 

  

Fair Value Measurements Using Significant Unobservable

Inputs (Level 3)

   

Series C

Warrants 

   

Series B

Warrants

   

Senior

Secured Debt

   

Distributor

Debt

   Total 
                     
Balance, December 31, 2015 $(1,145) $(1,461) $– $ –  $(2,606)
Warrants issued during the period  –  –    (377)  (114) (491)
Change in fair value during the period  1,144   1,461  (999)   –   1,606 
                     
Balance, June 30, 2016 $(1) $– $(1,376) $(114) $(1,491)

2017:

 
 
Fair Value Measurements Using Significant Unobservable
Inputs (Level 3)
 
 
 
Series C Warrants
 
 
Series B Warrants
 
 
Senior Secured Debt
 
 
Distributor Debt
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2016
 $- 
 $- 
 $(1,306)
 $(114)
 $(1,420)
Warrants issued during the period
  - 
  - 
  (55)
  - 
  (55)
Change in fair value during the period
  - 
  - 
  403 
  - 
  403 
 
    
    
    
    
    
Balance, June 30, 2017
 $- 
 $- 
 $(958)
 $(114)
 $(1,072)
As of June 30, 2016,2017, the fair value of warrants was approximately $1.5 million.$1,072,000. A net change of approximately $1.6 million$403,000 has been recorded to the accompanying statement of operations for the six months ended.

ended June 30, 2017.

4.  STOCKHOLDERS’ DEFICIT

Common Stock

The Company has authorized 1,000,000,000 shares of common stock with $0.001 par value, of which 84,952,1262,537,944 were issued and outstanding as of June 30, 2016. For the year ended2017. As of December 31, 2015,2016, there were 1,000,000,000 authorized shares of common stock, of which 2,371,017668,651 were issued and outstanding.

On February 24, 2016, the Company implemented a

A 1:100800 reverse stock split of all of itsour issued and outstanding common stock.stock was implemented on November 7, 2016. As a result of the reverse stock split, every 100800 shares of issued and outstanding common stock of the Company werewas converted into 1 share.share of common stock. All fractional shares created by the reverse stock split were rounded to the nearest whole share. The number of authorized shares of common stock did not change. On February 24, 2016, the Company had also implemented a 1:100 reverse stock split of its issued and outstanding common stock. The number of the authorized shares did not change.

For the six months ended June 30, 2016,2017, the Company issued 82,581,1091,869,293 shares of common stock as listed below:

Series C Preferred Stock Conversions29,805,879
1,116,708
Series C Preferred Stock Dividends20,808,541
551,735
Common Stock Issued as Payment for Accrued DividendsIssuance of shares due to commitment in Debt agreement30,745
50,000
Convertible Debt Conversions5,226,903
Series C Exchanges18,396,800
Series B Tranche B Warrants Exchanges8,312,241
150,850
            Total82,581,109

111,869,293
 


On January 22, 2017, the Company entered into a license agreement with Shandong Yaohua Medical Instrument Corporation, or SMI, pursuant to which the Company granted SMI an exclusive global license to manufacture the LuViva device and related disposables (subject to a carve-out for manufacture in Turkey) and exclusive distribution rights in the Peoples Republic of China, Macau, Hong Kong and Taiwan. In exchange for the license, SMI will pay a $1.0 million licensing fee, payable in five installments through October 2017, as well as a royalty on each disposable sold in the territories. SMI will also underwrite the cost of securing approval of LuViva with the Chinese Food and Drug Administration, or CFDA. Pursuant to the SMI agreement, SMI must become capable of manufacturing LuViva in accordance with ISO 13485 for medical devices by the second anniversary of the SMI agreement, or else forfeit the license. During 2017, SMI must purchase no fewer than ten devices (with up to two devices pushed to 2018 if there is a delay in obtaining approval from the CFDA). In the three years following CFDA approval, SMI must purchase a minimum of 3,500 devices (500 in the first year, 1,000 in the second, and 2,000 in the third) or else forfeit the license. As manufacturer of the devices and disposables, SMI will be obligated to sell each to us at costs no higher than our current costs. As partial consideration for, and as a condition to, the license, and to further align the strategic interests of the parties, the Company agreed to issue $1.0 million in shares of its common stock to SMI, in five installments through October 2017, at a price per share equal to the lesser of the average closing price for the five days prior to issuance and $1.25.
In order to facilitate the SMI agreement, immediately prior to its execution the Company entered into an agreement with Shenghuo Medical, LLC, regarding its previous license to Shenghuo (see Note 7, Commitments and Contingencies). Under the terms of the new agreement, Shenghuo agreed to relinquish its manufacturing license and its distribution rights in SMI’s territories, and to waive its rights under the original Shenghuo agreement, all for as long as SMI performs under the SMI agreement. As consideration, the Company agreed to split with Shenghuo the licensing fees and net royalties from SMI that the Company will receive under the SMI agreement. Should the SMI agreement be terminated, the Company have agreed to re-issue the original license to Shenghuo under the original terms. The Company’s COO and director, Mark Faupel, is a shareholder of Shenghuo, and another director, Richard Blumberg, is a managing member of Shenghuo.
Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock with a $.001 par value. The board of directors has the authority to issue these shares and to set dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions. The board of directors designated 525,000 shares of preferred stock redeemable convertible preferred stock, none of which remain outstanding, 3,00033,000 shares of preferred stock as Series B Preferred Stock, none of which remainedremain outstanding, 9,000 shares of preferred stock as Series C Convertible Preferred Stock, of which 2,1881,248 and 5,5551,643 were issued and outstanding at June 30, 20162017 and December 31, 2015,2016, respectively, and 20,250 shares of preferred stock as Series C1 Convertible Preferred Stock, of which 4,312 and noneshares were issued and outstanding at June 30, 20162017 and December 31, 2016.
Series B Convertible Preferred Stock
Holders of the Series B Preferred Stock were entitled to quarterly dividends at an annual rate of 10.0%, payable in cash or, subject to certain conditions, common stock, at the Company’s option. There were no preferred dividends for the first quarter of 2017 or for the same period in 2016.
The Series B Preferred Stock were issued with Tranche A warrants to purchase 24 shares of common stock and Tranche B warrants purchasing 7,539 shares of common stock, at an exercise price of $8,364 and $75 per share, respectively.
At December 31, 2015, respectively.

as a result of the operation of certain anti-dilution provisions, the Tranche B warrants were convertible into 1 shares of common stock. These warrants are re-measured based upon their fair value each reporting period and classified as a liability on the Balance Sheet.

Series C Convertible Preferred Stock

On June 29, 2015, the Company entered into a securities purchase agreement with certain accredited investors, including John Imhoff and Mark Faupel, members of the Board, for the issuance and sale of an aggregate of 6,737 shares of Series C convertible preferred stock, at a purchase price of $750 per share and a stated value of $1,000 per share. On September 3, 2015 the Company entered into an interim agreement amending the securities purchase agreement to provide for certain of the investors to purchase an additional aggregate of 1,166 shares. Total cash and non-cash expenses were valued at $853,000, resulting in net proceeds of $3,698,000.


Pursuant to the Series C certificate of designations, shares of Series C preferred stock are convertible into common stock by their holder at any time, and may be mandatorily convertible upon the achievement of specified average trading prices for the Company’s common stock. At June 30, 2016,2017, there were 2,1881,248 shares outstanding with a conversion price of $0.017824$0.1504 per share, such that each share of Series C preferred stock would convert into approximately 122,755,8356,649 shares of the Company’s common stock, subject to customary adjustments, including for any accrued but unpaid dividends and pursuant to certain anti-dilution provisions, as set forth in the Series C certificate of designations. The conversion price will automatically adjust downward to 80% of the then-current market price of the Company’s common stock 15 trading days after any reverse stock split of the Company’s common stock, and 5 trading days after any conversions of the Company’s outstanding convertible debt.

Holders of the Series C preferred stock are entitled to quarterly cumulative dividends at an annual rate of 12.0% until 42 months after the original issuance date (the “Dividend End Date”), payable in cash or, subject to certain conditions, the Company’s common stock. In addition, upon conversion of the Series C Preferred Stockpreferred stock prior to the Dividend End Date, the Company will also pay to the converting holder a “make-whole payment” equal to the amount of unpaid dividends through the Dividend End Date on the converted shares. At June 30, 2017, the “make-whole payment” for a converted share of Series C preferred stock would convert to 3,657 shares of the Company’s common stock. The Series C preferred stock generally has no voting rights except as required by Delaware law. Upon the Company’s liquidation or sale to or merger with another corporation, each share will be entitled to a liquidation preference of $1,000, plus any accrued but unpaid dividends.

In addition, the purchasers of the Series C preferred stock received, on a pro rata basis, warrants exercisable to purchase an aggregate of approximately 120,000150 shares of Company’s common stock. The warrants contain anti-dilution adjustments in the event that the Company issues shares of common stock, or securities exercisable or convertible into shares of common stock, at prices below the exercise price of such warrants. As a result of the anti-dilution protection, the Company is required to account for the warrants as a liability recorded at fair value each reporting period. At June 30, 2016,2017, the exercise price per share was $0.017824.

$640.

On May 23, 2016, an investor canceled certain of these warrants, exercisable into 722,211903 shares of common stock shares that were received in connection with the 2015 Series C financing.stock. The same investor also transferred certain of these warrants, exercisable for 120,000150 shares of common stock, shares to two investors who also had participated in the 2015 Series C financing.

Series C1 Convertible Preferred Stock

Between April 27, 2016 and May 3, 2016, the Company entered into various agreements with certain holders of Series C preferred stock, including directors John Imhoff the chairman of the Company’s board of directors,and Mark Faupel, pursuant to which those holders separately agreed to exchange each share of Series C preferred stock held for 2.25 shares of the Company’s newly created Series C1 preferred stock and 9,60012 (9,600 pre-split) shares of the Company’s common stock (the “Series C Exchanges”). In connection with the Series C Exchanges, each holder also agreed to roll over the $1,000 stated value per share of the holder’s shares of Series C1 preferred stock into the next qualifying financing undertaken by the Company on a dollar-for-dollar basis and, except in the event of an additional $50,000 cash investment in the Company by the holder, to execute a customary “lockup” agreement in connection with the financing. In total, for 1,916 shares of Series C preferred stock surrendered, the Company issued 4,312 shares of Series C1 preferred stock and 18,396,80022,996 shares of common stock. At June 30, 2016,2017, there were 4,312 shares outstanding with a conversion price of $0.017824$0.1504 per share, such that each share of Series C preferred stock would convert into approximately 241,949,0576,649 shares of the Company’s common stock.

12
stock
 

The Series C1 preferred stock has terms that are substantially the same as the Series C preferred stock, except that the Series C1 preferred stock does not pay dividends (unless and to the extent declared on the common stock) or at-the-market “make-whole payments.”

payments” and, while it has the same anti-dilution protections afforded the Series C preferred stock, it does not automatically reset in connection with a reverse stock split or conversion of our outstanding convertible debt.


Warrants

The following table summarizes transactions involving the Company’s outstanding warrants to purchase common stock for the quarter ended June 30, 2016:

2017:
 

Warrants

(Underlying Shares)

Outstanding, January 1, 201620172,802,384
5,124,007
Issuances375,015,896
To be issued13,791,518
5,887,065
Canceled / Expired(8,865,621)
-
Exercised
-
Outstanding, June 30, 20162017382,744,177
11,011,072

The Company had the following shares reserved for the warrants as of June 30, 2016:

Warrants
(Underlying Shares)

 

Exercise Price

Expiration Date

2,852(1)$105.00 per shareNovember 20, 2016
18,581(2)$10.46 per shareMay 23, 2018
6,030,282(3)$0.09375 per shareJune 14, 2021
2,000(4)$50.00 per shareApril 23, 2019
5,618(5)$45.00 per shareMay 22, 2019
1,842(5)$38.00 per shareSeptember 10, 2019
3,255(6)$46.081 per shareSeptember 27, 2019
7,553(7)$28.13 per shareDecember 2, 2019
83,927(8)$9.00 per shareDecember 2, 2020
83,927(8)$11.00 per shareDecember 2, 2020
20,000(9)$25.50 per shareMarch 30, 2018
17,547(10)$11.88 per shareJune 29, 2020
120,000(11)$0.80 per shareJune 29, 2020
115,789(12)$0.80 per shareSeptember 4, 2020
131,842(13)$0.80 per shareSeptember 21, 2020
5,163(14)$11.88 per shareSeptember 4, 2020
157,895(15)$0.80 per shareOctober 23, 2020
5,163(16)$11.88 per shareOctober 23, 2020
345,552,885(17)$0.0166 per shareJune 14, 2021
16,586,538(18)$0.0166 per shareFebruary 21, 2021
13,791,518(19)$0.0174 per shareJune 6, 2021
382,744,177   

2017:
 
 
Warrants
(Underlying Shares)
 
 
 
 
Exercise Price
 
Expiration Date
  24 
  (1)$8,368.00 per share
 
May 23, 2018
  7,542 
  (2)$75.00 per share
 
June 14, 2021
  3 
  (3)$40,000.00 per share
 
April 23, 2019
  8 
  (4)$36,000.00 per share
 
May 22, 2019
  3 
  (5)$30,400.00 per share
 
September 10, 2019
  5 
  (6)$36,864.80 per share
 
September 27, 2019
  10 
  (7)$22,504.00 per share
 
December 2, 2019
  105 
  (8)$7,200.00 per share
 
December 2, 2020
  105 
  (9)$8,800.00 per share
 
December 2, 2020
  25 
  (11)$20,400.00 per share
 
March 30, 2018
  22 
  (12)$9,504.00 per share
 
June 29, 2020
  659 
  (10)$640.00 per share
 
June 29, 2020
  343 
  (11)$640.00 per share
 
September 4, 2020
  362 
  (12)$640.00 per share
 
September 21, 2020
  7 
  (13)$9,504.00 per share
 
September 4, 2020
  198 
  (14)$640.00 per share
 
October 23, 2020
  7 
  (15)$9,504.00 per share
 
October 23, 2020
  10,271,379 
  (16)$0.14 per share
 
June 14, 2021
  493,026 
  (17)$0.14 per share
 
February 21, 2021
  17,239 
  (18)$13.92 per share
 
June 6, 2021
  200,000 
  (19)$0.67 per share
 
February 13, 2022
  20,000 
  (20)$0.18 per share
 
May 16, 2022
  11,011,072 
    
 
 
 

(1)Issued in June 2015 in exchange for warrants originally issued as part of a November 2011May 2013 private placement.
(2)Issued in June 2015 in exchange for warrants originally issued as part of a May 2013 private placement.
(3)Issued in June 2015 in exchange for warrants originally issued as part of a May 2013 private placement.
(4)Issued to a placement agent in conjunction with an April 2014 private placement.
(5)(4)Issued to a placement agent in conjunction with a September 2014 private placement.
(6)(5)Issued as part of a September 2014 Regulation S offering.
(7)(6)Issued to a placement agent in conjunction with a 2014 public offering.
(8)(7)Issued in June 2015 in exchange for warrants originally issued as part of a 2014 public offering.
(9)(8)Issued as part of a March 2015 private placement.
(10)(9)Issued to a placement agent in conjunction with a June 2015 private placement.
(10)Issued as part of a June 2015 private placement.
(11)Issued as part of a June 2015 private placement.
(12)Issued as part of a June 2015 private placement.
(13)Issued as part of a June 2015 private placement.
(14)Issued to a placement agent in conjunction with a June 2015 private placement.
(15)(14)Issued as part of a June 2015 private placement.
(16)(15)Issued to a placement agent in conjunction with a June 2015 private placement.
(17)(16)Issued as part of a February 2016 private placement.
(18)(17)Issued to a placement agent in conjunction with a February 2016 private placement.
(18)
(19)
Contractually obligated to be issued
Issued pursuant to a strategic license agreement.
Issued as part of a February 2017 private placement.

(20)13Issued as part of a May 2017 private placement.
 


All outstanding warrant agreements provide for anti-dilution adjustments in the event of certain mergers, consolidations, reorganizations, recapitalizations, stock dividends, stock splits or other changes in ourthe Company’s corporate structure; except for (10)(9). In addition, warrants subject to footnotes (3)(2) and (11)(10)-(13)(12), (15)(14), and (17)(16) – (19) in the table above are subject to “lower price issuance” anti-dilution provisions that automatically reduce the exercise price of the warrants (and, in the cases of warrants subject to footnote (3)(2), (16) and (17) in the table above, and footnote (17), increase the number of shares of common stock issuable upon exercise), to the offering price in a subsequent issuance of ourthe Company’s common stock, unless such subsequent issuance is exempt under the terms of the warrants.

The warrants subject to footnote (3)(2) are subject to a mandatory exercise provision. This provision permits us,the Company, subject to certain limitations, to require exercise of such warrants at any time following (a) the date that is the 30th day after the later of ourthe Company’s receipt of an approvable letter from the U.S. FDA for LuViva and the date on which the common stock achieves an average market price for 20 consecutive trading days of at least $1.30$1,040.00 with an average daily trading volume during such 20 consecutive trading days of at least 250 shares, or (b) the date on which the average market price of the common stock for 20 consecutive trading days immediately prior to the date we deliverthe Company delivers a notice demanding exercise is at least $162.00$129,600.00 and the average daily trading volume of the common stock exceeds 250 shares for such 20 consecutive trading days. If these warrants are not timely exercised upon demand, they will expire. Upon the occurrence of certain events, we alsothe Company may be required to repurchase these warrants, as well as the warrants subject to footnote (2) in the table above.

The warrants subject to footnote (6)(5) in the table above are also subject to a mandatory exercise provision. This provision permits us,the Company, subject to certain limitations,limitations; to require the exercise of such warrants should the average trading price of ourits common stock over any 30 consecutive day trading period exceed $92.16.

The warrants subject to footnote (8)(7) in the table above are also subject to a mandatory exercise provision. This provision permits us,the Company, subject to certain limitations, to require exercise of 50% of the then-outstanding warrants if the trading price of ourits common stock is at least two times the initial warrant exercise price for any 20-day trading period. Further, in the event that the trading price of ourthe Company’s common stock is at least 2.5 times the initial warrant exercise price for any 20-day trading period, wethe Company will have the right to require the immediate exercise of 50% of the then-outstanding warrants. Any warrants not exercised within the prescribed time periods will be canceled to the extent of the number of shares subject to mandatory exercise.

The holders of the warrants subject to footnote (3)(2) in the table above have agreed to surrender the warrants, upon consummation of this offeringa qualified public financing, for new warrants exercisable for 200% of the number of shares underlying the surrendered warrants, but without certain anti-dilution protections included with the surrendered warrants.

Series B Tranche B Warrants

As discussed in footnote (3), fair value measurements, these Series B Tranche B warrants were contractually agreed toNote 3, Fair Value Measurements, between June 13, 2016 and June 14, 2016, the Company entered into various agreements with holders of certainthe Company’s “Series B Tranche B” warrants, pursuant to which each holder separately agreed to exchange the warrants for either (1) shares of common stock equal to 166% of the number of shares of common stock underlying the surrendered warrants, or (2) new warrants exercisable for 200% of the number of shares underlying the surrendered warrants, but without certain anti-dilution protections included with the surrendered warrants. In total, for surrendered warrants then-exercisable for an aggregate of 94,825,8881,185,357 shares of common stock (but subject to exponential increase upon operation of certain anti-dilution provisions), the Company issued or is obligated to issue 13,517,34216,897 shares of common stock and new warrants that, if exercised as of the date hereof, would be exercisable for an aggregate of 173,365,822216,707 shares of common stock. As of June 30, 2016,2017, the Company had issued 8,312,24114,766 shares of common stock and rights to common stock shares for 5,205,101.2,131. In certain circumstances, in lieu of presently issuing all of the shares (for each holder that opted for shares of common stock), the Company and the holder further agreed that the Company will, subject to the terms and conditions set forth in the applicable warrant exchange agreement, from time to time, be obligated to issue the remaining shares to the holder. No additional consideration will be payable in connection with the issuance of the remaining shares. The holders that elected to receive shares for their surrendered warrants have agreed that they will not sell shares on any trading day in an amount, in the aggregate, exceeding 20% of the composite aggregate trading volume of the common stock for that trading day. The holders that elected to receive new warrants will be required to surrender their old warrants upon consummation of the Company’s next financing resulting in net cash proceeds to the Company 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 the Company’s common stock is not listed on a national securities exchange, and will expire five years from the date of issuance.

14
 


5.   STOCK OPTIONS

Under the

The Company’s 1995 Stock Plan (the “Plan”), has expired pursuant to its terms, so zero shares remained available for issuance.issuance at June 30, 2017. The Plan allowsallowed for the issuance of incentive stock options, nonqualified stock options, and stock purchase rights. The exercise price of options iswas determined by the Company’s board of directors, but incentive stock options must bewere granted at an exercise price equal to the fair market value of the Company’s common stock as of the grant date. Options historically granted have generally become exercisable overafter four years and expire ten years from the date of grant.

As of June 30, 2016, we have2017, the Company has issued and outstanding options to purchase a total of 98,161119 shares of our common stock pursuant to our equity incentive plan,the Plan, at a weighted average exercise price of $40.30$37,920 per share. Recommendations for option grants under our equity incentive plans are made by the compensation committee of our board, subject to ratification by the full board. The compensation committee may issue options with varying vesting schedules, but all options granted pursuant to our equity incentive plans must be exercised within ten years from the date of grant.

The fair value of stock options granted in the period ended June 30, 2015 wereare estimated using the Black-Scholes option pricing model. No options were issued during the period ended June 30, 2016. 

2017.

Stock option activity for June 30, 20162017 as follows: 

  2016 
    

Weighted

Average

Exercise

 
  Shares Price 
Outstanding at beginning of year  105,936  $45.00  
   Options granted  -  $-  
   Options exercised  -  $-  
   Options expired/forfeited  (7,775) $71.16  
Outstanding at end of year  98,161  $40.30  

 
 
 2017    
 
 
 
 
 
 
Weighted Average
 
 
 
Shares
 
 
Exercise Price
 
Outstanding at beginning of year
 $125 37,920 
 
 
 
   Options granted
  - 
 $- 
   Options exercised
  - 
 $- 
   Options expired/forfeited
  (6)
 $55,200 
Outstanding at end of the period
  119 
 $37,920 
6.   LITIGATION AND CLAIMS

From time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. Management believes that the dispositions of these matters, individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial condition. However, depending on the amount and timing of such disposition, an unfavorable resolution of some or all of these matters could materially affect the future results of operations or cash flows in a particular period.

As of June 30, 20162017 and December 31, 2015,2016, there was no accrual recorded for any potential losses related to pending litigation.

7. COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leases approximately 23,000 square feet under a lease that expired in June 2017. The Company occupies the space on a month to month rental basis. The fixed monthly lease expense is approximately $15,000 plus common charges. The Company also leases office and equipment under operating lease agreements with monthly payments of approximately $2,000. These leases expire at various dates through June 2017.

Related Party Contracts
On June 5, 2016, the Company entered into a license agreement with Shenghuo Medical, LLC pursuant to which the Company granted Shenghuo an exclusive license to manufacture, sell and distribute LuViva in Taiwan, Brunei Darussalam, Cambodia, Laos, Myanmar, Philippines, Singapore, Thailand, and Vietnam. The Company’s COO and director, Mark Faupel, is a shareholder of Shenghuo, and another director, Richard Blumberg, is a managing member of Shenghuo. Shenghuo was already the Company’s exclusive distributor in China, Macau and Hong Kong, and the license extended to manufacturing in those countries as well. Under the terms of the license agreement, once Shenghuo was capable of manufacturing LuViva in accordance with ISO 13485 for medical devices, Shenghuo would pay the Company a royalty equal to $2.00 or 20% of the distributor price (subject to a discount under certain circumstances), whichever is higher, per disposable distributed within Shenghuo’s exclusive territories. In connection with the license grant, Shenghuo was to underwrite the cost of securing approval of LuViva with Chinese Food and Drug Administration. At its option, Shenghuo also would provide up to $1.0 million in furtherance of the Company’s efforts to secure regulatory approval for LuViva from the U.S. Food and Drug Administration, in exchange for the right to receive payments equal to 2% of the Company’s future sales in the United States, up to an aggregate of $4.0 million. Pursuant to the license agreement, Shenghuo had the option to have a designee appointed to the Company’s board of directors (director Richard Blumberg is that designee). As partial consideration for, and as a condition to, the license, and to further align the strategic interests of the parties, the Company agreed to issue a convertible note to Shenghuo, in exchange for an aggregate cash investment of $200,000. The note will provide for a payment to Shenghuo of $300,000, expected to be due the earlier of 90 days from issuance and consummation of any capital raising transaction by the Company with net cash proceeds of at least $1.0 million. The note will accrue interest at 20% per year on any unpaid amounts due after that date. The note will be convertible into shares of the Company’s common stock at a conversion price per share of $13.92, subject to customary anti-dilution adjustment. The note will be unsecured, and is expected to provide for customary events of default. The Company will also issue Shenghuo a five-year warrant exercisable immediately for approximately 21,549 shares of common stock at an exercise price equal to the conversion price of the note, subject to customary anti-dilution adjustment. On January 22, 2017, the Company entered into a license agreement with SMI, pursuant to which the Company granted SMI an exclusive global license to manufacture the LuViva device and related disposables (subject to a carve-out for manufacture in Turkey) and exclusive distribution rights in the Peoples Republic of China, Macau, Hong Kong and Taiwan. In order to facilitate the SMI agreement, immediately prior to its execution the Company entered into an agreement with Shenghuo regarding its previous license to Shenghuo. Under the terms of the new agreement, Shenghuo agreed to relinquish its manufacturing license and its distribution rights in SMI’s territories, and to waive its rights under the original Shenghuo agreement, all for as long as SMI performs under the SMI agreement.
On September 6, 2016, the Company entered into a royalty agreement with one of its directors, John Imhoff, and another stockholder, Dolores Maloof, pursuant to which the Company sold to them a royalty of future sales of single-use cervical guides for LuViva. Under the terms of the royalty agreement, and for consideration of $50,000, the Company will pay them an aggregate perpetual royalty initially equal to $0.10, and from and after October 2, 2016, equal to $0.20, for each disposable that the Company sells (or that is sold by a third party pursuant to a licensing arrangement with the Company).
See also Note 8, Notes Payable, with respect to certain short term notes payable issued to certain of the Company’s officers and directors.
8.   NOTES PAYABLE

Short Term

Notes Payable

in Default

At June 30, 20162017 and December 31, 2015,2016, the Company maintained notes payable and accrued interest to both related and non-related parties totaling $360,000$670,000. These notes are short term, straight-line amortizing notes. The notes carry annual interest rates between 5% and $682,000,10% and have default rates as high a 16.5%.
Short Term Notes Payable
At June 30, 2017 and December 31, 2016, the Company maintained short term notes payable and accrued interest to both related and non-related parties totaling $609,000 and $127,000, respectively. These notes are short term, straight-line amortizing notes. The notes carry annual interest rates between 5.0%5% and 10.0%10%.

15
 

In


9.  SHORT-TERM CONVERTIBLE DEBT
Related Party Convertible Note Payable – Short-Term
On June 5, 2016, the Company entered into a premium financelicense agreement with a distributor pursuant to finance its insurance policies totaling $172,351.which the Company granted the distributor an exclusive license to manufacture, sell and distribute the Company’s LuViva Advanced Cervical Cancer device and related disposables in Taiwan, Brunei Darussalam, Cambodia, Laos, Myanmar, Philippines, Singapore, Thailand, and Vietnam. The distributor was already the Company’s exclusive distributor in China, Macau and Hong Kong, and the license will extend to manufacturing in those countries as well.
As partial consideration for, and as a condition to, the license, and to further align the strategic interests of the parties, the Company agreed to issue a convertible note to the distributor, in exchange for an aggregate cash investment of $200,000. The note requires monthly paymentswill provide for a payment to the distributor of $17,622, including$240,000, due upon consummation of any capital raising transaction by the Company within 90 days and with net cash proceeds of at least $1.0 million. As of June 30, 2017, the Company had a note due of $374,358. The note will accrue interest at 4.87%20% per year on any unpaid amounts due after that date. The note will be convertible into shares of the Company’s common stock at a conversion price per share of $13.92, subject to customary anti-dilution adjustment. The note will be unsecured, and matures in April 2017.is expected to provide for customary events of default. The balance due on thisCompany will also issue the distributor a five-year warrant exercisable immediately for 17,239 shares of common stock at an exercise price equal to the conversion price of the note, totaled $172,000 at June 30, 2016.

In June 2015,subject to customary anti-dilution adjustment.

Convertible Note Payable – Short-Term
On February 13, 2017, the Company entered into a similar short-term note payablesecurities purchase agreement with Auctus Fund, LLC for the financingissuance and sale to Auctus of its insurance policies. This$170,000 in aggregate principal amount of a 12% convertible promissory note required monthly paymentsfor an aggregate purchase price of $17,614, including$156,400 (representing a $13,600 original issue discount). On February 13, 2017, the Company issued the note to Auctus. Pursuant to the purchase agreement, the Company also issued to Auctus a warrant exercisable to purchase an aggregate of 200,000 shares of the Company’s common stock. The warrant is exercisable at any time, at an exercise price per share equal to $0.77 (110% of the closing price of the common stock on the day prior to issuance), subject to certain customary adjustments and price-protection provisions contained in the warrant. The warrant has a five-year term. The note matures nine months from the date of issuance and, in addition to the original issue discount, accrues interest at 5.2%a rate of 12% per year. The Company may prepay the note, in whole or in part, for 115% of outstanding principal and maturedinterest until 30 days from issuance, for 125% of outstanding principal and interest at any time from 31 to 60 days from issuance, and for 130% of outstanding principal and interest at any time from 61 days from issuance to 180 days from issuance. After six months from the date of issuance, Auctus may convert the note, at any time, in April 2016.whole or in part, into shares of the Company’s common stock, at a conversion price equal to the lower of the price offered in the Company’s next public offering or a 40% discount to the average of the two lowest trading prices of the common stock during the 20 trading days prior to the conversion, subject to certain customary adjustments and price-protection provisions contained in the note. The balance due on this note totaled $70,000 at December 31, 2015.

Notes Payable in Default

At June 30, 2016,includes customary events of default provisions and December 31, 2015a default interest rate of 24% per year. Upon the occurrence of an event of default, Auctus may require the Company maintained notes payableto redeem the note (or convert it into shares of common stock) at 150% of the outstanding principal balance plus accrued and accrued interestunpaid interest. In connection with the transaction, the Company agreed to relatedreimburse Auctus for $30,000 in legal and unrelated parties totaling $596,000diligence fees, of which we paid $10,000 in cash and $133,000, respectively.$20,000 in restricted shares of common stock, valued at $0.40 per share (a 42.86% discount to the closing price of the common stock on the day prior to issuance). The notes carry interest at 5%Company allocated proceeds of $90,000 to 10%the warrants and have default rates as high a 16.5%.common stock issued in connection with the financing. As of June 30, 20162017, the Company has net debt of $93,000, including unamortized original issue discount of $7,000, unamortized debt issuance costs of $21,000 and unamortized discount related to common stock and warrants of $49,000.

On May 17, 2017, the Company entered into a securities purchase agreement with Eagle Equities, LLC, providing for the purchase by Eagle of two convertible redeemable notes in the aggregate principal amount of $88,000, with the first note being in the amount of $44,000, and the second note being in the amount of $44,000. The first note was fully funded on May 19, 2017, upon which the Company received $40,000 of net proceeds (net of a 10% original issue discount). The second note will initially be paid for by the issuance of an offsetting $40,000 secured note issued by Eagle. Eagle is required to pay the principal amount of its secured note in cash and in full prior to executing any conversions under the second note the Company issued. The notes bear an interest rate of 8%, and are due and payable on May 17, 2018. The notes may be converted by Eagle at any time after five months from issuance into shares of our common stock (as determined in the notes) calculated at the time of conversion, except for the second note, which also requires full payment by Eagle of the secured note it issued to us before conversions may be made. The conversion price of the notes will be equal to 60% of the lowest trading price of the common stock for the 20 prior trading days including the day upon which the Company receive a notice of conversion. The notes may be prepaid in accordance with the terms set forth in the notes. The notes also contain certain representations, warranties, covenants and events of default including if the Company are accruingdelinquent in our periodic report filings with the SEC, and increases in the amount of the principal and interest rates under the notes in the event of such defaults. In the event of default, at Eagle’s option and in its sole discretion, Eagle may consider the notes immediately due and payable.As of June 30, 2017, the Company has net debt of $32,500, including unamortized original issue discount of $3,500, unamortized and debt issuance costs of $8,000.

On May 17, 2017, the Company entered into a securities purchase agreement with Adar Bays, LLC, providing for the purchase by Adar of two convertible redeemable notes in the aggregate principal amount of $88,000, with the first note being in the amount of $44,000, and the second note being in the amount of $44,000. The first note was fully funded on May 19, 2017, upon which the Company received $40,000 of net proceeds (net of a 10% original issue discount). The second note will initially be paid for by the issuance of an offsetting $40,000 secured note issued by Adar. Adar is required to pay the principal amount of its secured note in cash and in full prior to executing any conversions under the second note the Company issued. The notes bear an interest rate of 8%, and are due and payable on May 17, 2018. The notes may be converted by Adar at any time after five months from issuance into shares of our common stock (as determined in the notes) calculated at the time of conversion, except for the second note, which also requires full payment by Adar of the secured note it issued to us before conversions may be made. The conversion price of the notes will be equal to 60% of the lowest trading price of the common stock for the 20 prior trading days including the day upon which the Company receive a notice of conversion. The notes may be prepaid in accordance with the terms set forth in the notes. The notes also contain certain representations, warranties, covenants and events of default including if the Company are delinquent in our periodic report filings with the SEC, and increases in the amount of the principal and interest rates under the notes in the event of such defaults. In the event of default, at Adar’s option and in its sole discretion, Adar may consider the notes immediately due and payable. As of June 30, 2017, the Company has net debt of $32,500, including unamortized original issue discount of $3,500, unamortized and debt issuance costs of $8,000.
On May 18, 2017, the Company entered into a securities purchase agreement with GHS Investments, LLC, an existing investor, providing for the purchase by GHS of a convertible promissory note in the aggregate principal amount of $66,000, for $60,000 in net proceeds (representing a 10% original issue discount). The transaction closed on May 19, 2017. The note matures upon the earlier of our receipt of $100,000 from revenues, loans, investments, or any other means (other than the Eagle and Adar bridge financings) and December 31, 2017. In addition to the 10% original issue discount, the note accrues interest at a rate of 8% per year. The Company may prepay the note, in whole or in part, for 110% of outstanding principal and interest until 30 days from issuance, for 120% of outstanding principal and interest at any time from 31 to 60 days from issuance and for 140% of outstanding principal and interest at any time from 61 days to 180 days from issuance. The note may not be prepaid after 180 days. After six months from the date of issuance, the note will become convertible, at any time thereafter, in whole or in part, at the holder’s option, into shares of our common stock, at a conversion price equal to 60% of the lowest trading price during the 25 trading days prior to conversion. The note includes customary event of default rate.

8.provisions and a default interest rate of the lesser of 20% per year or the maximum amount permitted by law. Upon the occurrence of an event of default, the holder of the note may require us to redeem the note (or convert it into shares of common stock) at 150% of the outstanding principal balance. As of June 30, 2017, the Company has net debt of $53,000, including unamortized original issue discount of $5,000, unamortized and debt issuance costs of $8,000.

10.  CONVERTIBLE DEBT

IN DEFAULT

Secured Promissory Note.
On September 10, 2014, the Company sold a secured promissory note to an accredited investor with an initial principal amount of $1,275,000, for a purchase price of $700,000 (an original issue discount of $560,000). The Company may prepay the note at any time. The note is secured by the Company’s current and future accounts receivable and inventory, pursuant to a security agreement entered into in connection with the sale. On March 10, 2015, May 4, 2015, June 1, 2015, June 16, 2015, June 29, 2015, January 21, 2016, January 29, 2016, and February 12, 2016 the Company amended the terms of the note to extend the maturity ultimately until August 31, 2016. During the extension, interest accrues on the note at a rate of the lesser of 18% per year or the maximum rate permitted by applicable law. On February 11, 2016, the Company consented to an assignment of the note to two accredited investors. In connection with the assignment, the holders waived an ongoing event of default under the notes related to the Company’s minimum market capitalization, and agreed to eliminate the requirement going forward. Pursuant to the terms of the amended note, the holder may convert the outstanding balance into shares of common stock at a conversion price per share equal to the lower of (1) $25.0 or (2) 75% of the lowest daily volume weighted average price of the common stock during the five days prior to conversion. If the conversion price at the time of any conversion is lower than $15.00, the Company has the option of delivering the conversion amount in cash in lieu of shares of common stock. On March 7, 2016, the Company further amended the notesnote to eliminate the volume limitations on sales of common stock issued or issuable upon conversionconversion. On July 13, 2016, the Company consented to the assignment by one of the notes.

accredited investors of its portion of the note of to a third accredited investor.

The balance due related to thison the note was $516,244$199,869 and $685,864$530,691 at June 30, 20162017 and December 31, 2015,2016, respectively.

The balance was reduced by $306,863 as part of a debt restructuring on December 7, 2016.


Total debt issuance costs as originally capitalized waswere approximately $130,000. This amount was being amortized over sixnine months and was fully amortized as of June 30,December 31, 2015. Total amortized expense for the six monthsyears ended June 30,December 31, 2015 was approximately $49,000. For the six monthsyear ended June 30,December 31, 2015, the Company recorded amortization of approximately $213,000 on the discount. The original issue discount of $560,000 was fully amortized as of June 30,December 31, 2015.

On June 5,November 2, 2016, the Company entered into a licenselockup and exchange agreement with a distributor pursuantGHS Investments, LLC, holder of approximately $221,000 in outstanding principal amount of the Company’s secured promissory note and all of the outstanding shares of the its Series C preferred stock. Pursuant to whichthe agreement, upon the effectiveness of the 1:800 reverse stock split and continuing for 45 days after, GHS and its affiliates were prohibited from converting any portion of the secured promissory note or any of the shares of Series C preferred stock or selling any of the Company’s securities that they beneficially owned. The Company agreed that, upon consummation of its next financing, the Company granted the distributor an exclusive licensewould use $260,000 of net cash proceeds first, to manufacture, sell and distribute the Company’s LuViva Advanced Cervical Cancer device and related disposables in Taiwan, Brunei Darussalam, Cambodia, Laos, Myanmar, Philippines, Singapore, Thailand, and Vietnam. The distributor is currently is the Company’s exclusive distributor in China, Macau and Hong Kong, and the license will extend to manufacturing in those countries as well.

As partial consideration for, and as a condition to, the license, and to further align the strategic interestsrepay GHS’s portion of the parties,secured promissory note and second, with any remaining amount from the $260,000, to repurchase a portion of GHS’s shares of Series C preferred stock. In addition, GHS has agreed to exchange the stated value per share (plus any accrued but unpaid dividends) of its remaining shares of Series C preferred stock for new securities of the same type that the Company agreedseparately issue in the next qualifying financing it undertakes, on a dollar-for-dollar basis in a private placement exchange.

On December 28, 2016, the Company entered into a securities purchase agreement with an investor for the issuance and sale to issue ainvestor of up to $330,000 in aggregate principal amount of 10% original issuance discount convertible note to the distributor, in exchangepromissory notes, for an aggregate cash investmentpurchase price of $300,000. On that date, the Company issued to the investor a note in the principal amount of $222,000, for a purchase price of $200,000. The note will provide for a paymentmatures six months from their date of issuance and, in addition to the distributor of $240,000, due upon consummation of any capital raising transaction by the Company within 90 days and with net cash proceeds of at least $1.0 million. Absent such a transaction, the payment will increase to $300,000 and will be payable by December 31, 2016. The note will10% original issue discount, accrue interest at 20%a rate of 10% per year onyear. The Company may prepay the notes, in whole or in part, for 115% of outstanding principal and interest until 30 days from issuance, for 125% of outstanding principal and interest at any unpaid amountstime from 31 to 60 days from issuance, and for 130% of outstanding principal and interest at any time from 61 days from issuance until immediately prior to the maturity date. After six months from the date of issuance (i.e., if the Company fails to repay all principal and interest due after that date. The note will be convertibleunder the notes at the maturity date), the investor may convert the notes, at any time, in whole or in part, into shares of the Company’s common stock, at a conversion price per shareequal to 60% of $0.017,the lowest volume weighted average price of our common stock during the 20 trading days prior to conversion, subject to certain customary adjustments and anti-dilution adjustment. The note will be unsecured,provisions contained in the note.
As of June 30, 2017, the Company has fully amortized debt issuance costs $30,000 and is expected to provide for customary eventsoriginal issue discount of default. The Company will also issue the distributor$22,000 and recorded a five-year warrant exercisable immediately for 13.8 million shares of common stock at an exercise price equal to the conversion price of the note, subject to customary anti-dilution adjustment.

The Company allocated proceeds of $114,000 to the fair value of the warrants50% penalty totaling $110,000 for a remainingtotal balance due of $86,000 related to the convertible note at June 30, 2016. The discount of $154,000 will be amortized over 90 days.

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$330,000.
 

9.  CONVERTIBLE DEBT IN DEFAULT

Senior Secured Promissory Note
On February 11, 2016, the Company entered into a securities purchase agreement with an accredited investorGPB Debt Holdings II LLC for the issuance and sale on February 12, 2016 of $1.4375 million in aggregate principal amount of a senior secured convertible note for an aggregate purchase price of $1.15 million (a 20% original issue discount of $287,500) and a discount for debt issuance costs paid at closing of $121,000 for a total of $408,500. In addition, the investorGPB received a warrant exercisable to purchase an aggregate of approximately 1,796,875 million2,246 shares of the Company’s common stock. The Company allocated proceeds totaling $359,555 to the fair value of the warrants at issuance. This was recorded as an additional discount on the debt. The convertible note matures on the second anniversary of issuance and, in addition to the 20% original issue discount, accrues interest at a rate of 17% per year. The Company willis required to pay monthly interest coupons and beginning sixnine months after issuance, willthe Company is required to pay amortized quarterly principal payments. If the Company does not receive, on or before the first anniversary after issuance, an aggregate of at least $3.0 million from future equity or debt financings or non-dilutive grants, then the holder will have the option of accelerating the maturity date to the first anniversary of issuance. The Company may prepay the convertible note, in whole or in part, without penalty, upon 20 days’ prior written notice. Subject to resale restrictions under Federal securities laws and the availability of sufficient authorized but unissued shares of the Company’s common stock, the convertible note is convertible at any time, in whole or in part, at the holder’s option, into shares of the Company’s common stock, at a conversion price equal to the lesser of $0.80 per share or 70% of the average closing price per share for the five trading days prior to issuance, subject to certain customary adjustments and anti-dilution provisions contained in the convertible note. On May 28, 2016, in exchange for an additional $87,500 in cash from GPB to the Company, the principal balance was increased by the same amount. The Company is currently in default as they are past due on theirthe required monthly interest payments. In the event of default, the Company shall accrue interest at a rate of the lesser of 22% or the maximum permitted by law. The Company has accrued $68,218$117,000 for past due interest payments at June 30,December 31, 2016. Upon the occurrence of an event of default, the holder may require the Company to redeem the convertible note at 120% of the outstanding principal balance.balance (but as of June 30, 2017, had not done so). As of June 30, 2016,2017, the balance due on the convertible debt was $1,830,000$2,136,863 as the Company has fully amortized debt issuance costs of $47,675 and the debt discount of $768,055 and recorded a 20% penalty totaling $305,000. In addition, the Company has accrued $229,205 of interest expense. The convertible note is secured by a lien on all of the Company’s assets, including its intellectual property, pursuant to a security agreement entered into by the Company and the accredited investor with the transaction.

On May 28, 2016, in exchange for an additional $87,500 in cash to the Company, the principal balance was increased by the same amount.

GPB.


The warrant is exercisable at any time, pending availability of sufficient authorized but unissued shares of the Company’s common stock, at an exercise price per share equal to the conversion price of the convertible note, subject to certain customary adjustments and anti-dilution provisions contained in the warrant. The warrant has a five-year term. As of June 30, 2016,2017, the exercise price had been adjusted to $0.0416$0.14 and the number of common stock shares exchangeable for was 366,586,538.13,089,223. As of June 30, 2016,2017, the effective interest rate considering debt costs was 29%.

The Company used a placement agent in connection with the transaction. For its services, the placement agent received a cash placement fee equal to 4% of the aggregate gross proceeds from the transaction and a warrant to purchase shares of common stock equal to an aggregate of 6% of the total number of shares underlying the securities sold in the transaction, at an exercise price equal to, and terms otherwise identical to, the warrant issued to the investor. Finally, the Company agreed to reimburse the placement agent for its reasonable out-of-pocket expenses.

In connection with the transaction, on February 12, 2016, the Company and the investorGPB entered into a four-year consulting agreement, pursuant to which the investor will provide management consulting services to the Company in exchange for a royalty payment, payable quarterly, equal to 3.5% of the Company’s revenues from the sale of products. As of June 30, 2016 the investor2017, GPB had earned approximately $13,000$27,000 in royalties.
Debt Restructuring.
On December 7, 2016, the Company entered into an exchange agreement with GPB with regard to the $1,525,000 in outstanding principal amount of royalties.

10.senior secured convertible note originally issued to GPB on February 11, 2016, and the $306,863 in outstanding principal amount of the Company’s secured promissory note that GPB holds (see “—Secured Promissory Note”). Pursuant to the exchange agreement, upon completion of the next financing resulting in at least $1 million in cash proceeds, GPB will exchange both securities for a new convertible note in principal amount of $1,831,863. The new convertible note will mature on the second anniversary of issuance and will accrue interest at a rate of 19% per year. The Company will pay monthly interest coupons and, beginning one year after issuance, will pay amortized quarterly principal payments. Subject to resale restrictions under Federal securities laws and the availability of sufficient authorized but unissued shares of the Company’s common stock, the new convertible note will be convertible at any time, in whole or in part, at the holder’s option, into shares of common stock, at a conversion price equal to the price offered in the qualifying financing that triggers the exchange, subject to certain customary adjustments and anti-dilution provisions contained in the new convertible note. The new convertible note will include customary event of default provisions and a default interest rate of the lesser of 21% or the maximum amount permitted by law. Upon the occurrence of an event of default, GPB will be entitled to require the Company to redeem the new convertible note at 120% of the outstanding principal balance. The new convertible note will be secured by a lien on all of the Company’s assets, including its intellectual property, pursuant to the security agreement entered into by the Company and GPB in connection with the issuance of the original senior secured convertible note. As an inducement to GPB to enter into these transactions, the Company agreed to increase the royalty payable to GPB pursuant to its consulting agreement with us from 3.5% to 3.85% of revenues from the sales of the Company’s products.

On August 7, 2017, the Company entered into a forbearance agreement with GPB with regard to the senior secured convertible note. See Note 12, Subsequent Events.
11.  INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per share attributable to common stockholders amounts are computed by dividing the net income (loss) plus preferred stock dividends and deemed dividends on preferred stock by the weighted average number of shares outstanding during the period.

Diluted net income (loss) per share attributable to common stockholders amounts are computed by dividing the net income (loss) plus preferred stock dividends, deemed dividends on preferred stock, after-tax interest on convertible debt and convertible dividends by the weighted average number of shares outstanding during the period, plus Series C convertible preferred stock, convertible debt, convertible preferred dividends and warrants convertible into common stock shares.

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11.

Diluted net loss per common share is the same as basic net loss per common share since the Company was operating in a loss position for 2017 and 2016.

12. SUBSEQUENT EVENTS

On July 13, 2016,August 7, 2017, the Company consentedentered into a forbearance agreement with GPB Debt Holdings II LLC, with regard to a senior secured convertible note in original principal amount of $1,437,500, issued February 12, 2016. See Note 10, Convertible Debt in Default. Under the forbearance agreement, GPB has agreed to forbear from exercising certain of its rights and remedies (but not waive such rights and remedies), arising as a result of the Company’s failure to pay the monthly interest due and owing on the note. In consideration for the forbearance, the Company agreed to waive, release, and discharge GPB from all claims against GPB based on facts existing on or before the date of the forbearance agreement in connection with the note, or the dealings between the Company and GPB, or the Company’s equity holders and GPB, in connection with the note. Pursuant to the assignmentforbearance agreement, the Company has reaffirmed its obligations under the note and related documents and executed a confession of judgment regarding the convertible debtamount due under the note, which GPB may file upon any future event of default by one of the accredited investors of its portionCompany. During the forbearance period, the Company must continue to comply will all the terms, covenants, and provisions of the note to a third accredited investor.

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and related documents.
 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements in this report which express "belief," "anticipation" or "expectation," as well as other statements which are not historical facts, are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including those that may be set forth under "Risk Factors" below and elsewhere in this report, as well as in our annual report on Form 10-K for the year ended December 31, 20152016 and subsequently filed quarterly reports on Form 10-Q. Examples of these uncertainties and risks include, but are not limited to:

·

●

access to sufficient debt or equity capital to meet our operating and financial needs;

·●the extent of dilution of the holdings of our existing stockholders upon the issuance, conversion or exercise of securities issued as part of our capital raising efforts;;
·●the effectiveness and ultimate market acceptance of our products and our ability to generate sufficient sales revenues to sustain our growth and strategy plans;
·●whether our products in development will prove safe, feasible and effective;
·●whether and when we or any potential strategic partners will obtain required regulatory approvals in the markets in which we plan to operate;
·●our need to achieve manufacturing scale-up in a timely manner, and our need to provide for the efficient manufacturing of sufficient quantities of our products;
·●the lack of immediate alternate sources of supply for some critical components of our products;
·●our ability to establish and protect the proprietary information on which we base our products, including our patent and intellectual property position;
·●the need to fully develop the marketing, distribution, customer service and technical support and other functions critical to the success of our product lines;
·●the dependence on potential strategic partners or outside investors for funding, development assistance, clinical trials, distribution and marketing of some of our products; and
·●other risks and uncertainties described from time to time in our reports filed with the SEC.

The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this report.

OVERVIEW

We are a medical technology company focused on developing innovative medical devices that have the potential to improve healthcare. Our primary focus is the sales and marketing of our LuViva® Advanced Cervical Scan non-invasive cervical cancer detection device. The underlying technology of LuViva primarily relates to the use of biophotonics for the non-invasive detection of cancers. LuViva is designed to identify cervical cancers and precancers painlessly, non-invasively and at the point of care by scanning the cervix with light, then analyzing the reflected and fluorescent light.

LuViva provides a less invasive and painless alternative to conventional tests for cervical cancer screening and detection. Additionally, LuViva improves patient well-being not only because it eliminates pain, but also because it is convenient to use and provides rapid results at the point of care. We focus on two primary applications for LuViva: first, as a cancer screening tool in the developing world, where infrastructure to support traditional cancer-screening methods is limited or non-existent, and second, as a triage following traditional screening in the developed world, where a high number of false positive results cause a high rate of unnecessary and ultimately costly follow-up tests.

We are a Delaware corporation, originally incorporated in 1992 under the name “SpectRx, Inc.,” and, on February 22, 2008, changed our name to Guided Therapeutics, Inc. At the same time, we renamed our wholly owned subsidiary, InterScan, which originally had been incorporated as “Guided Therapeutics.”

Since our inception, we have raised capital through the public and private sale of debt and equity, funding from collaborative arrangements, and grants.

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Our prospects must be considered in light of the substantial risks, expenses and difficulties encountered by entrants into the medical device industry. This industry is characterized by an increasing number of participants, intense competition and a high failure rate. We have experienced operatingnet losses since our inception and, as of June 30, 20162017, we havehad an accumulated deficit of approximately $125.1$128.9 million. To date, we have engaged primarily in research and development efforts and the early stages of marketing our products. We do not have significant experience in manufacturing, marketing or selling our products. We may not be successful in growing sales for our products. Moreover, required regulatory clearances or approvals may not be obtained in a timely manner, or at all. Our products may not ever gain market acceptance and we may not ever generate significant revenues or achieve profitability. The development and commercialization of our products requires substantial development, regulatory, sales and marketing, manufacturing and other expenditures. We expect our operating losses to continue through at least the end of 20162017 as we continue to expend substantial resources to complete commercialization of our products, obtain regulatory clearances or approvals, build our marketing, sales, manufacturing and finance capabilities, and conduct further research and development.

Our product revenues to date have been limited. In 2015,2016, the majority of our revenues were from the sale of LuViva devices and disposables, as well as some revenue from grants from the NIH and licensing agreement fees received.disposables. We expect that the majority of our revenue in 20162017 will be derived from revenue from the sale of LuViva devices and disposables.

Reverse Stock Split: On November 7, 2016, the Company implemented a 1:800 reverse stock split of all of our issued and outstanding common stock. As a result of the reverse stock split, every 800 shares of issued and outstanding common stock was converted into 1 share of common stock. All fractional shares created by the reverse stock split were rounded to the nearest whole share. The number of authorized shares of common stock did not change. The reverse stock split decreased the Company’s issued and outstanding shares of common stock from 453,694,400 shares of Common Stock to 570,707 shares as of that date. See Note 4, Stockholders’ Deficit. Unless otherwise specified, all per share amounts are reported on a post-stock split basis, as of June 30, 2017. On February 24, 2016, the Company had also implemented a 1:100 reverse stock split of its issued and outstanding common stock.
RECENT DEVELOPMENTS
On August 7, 2017, we entered into a forbearance agreement with GPB Debt Holdings II LLC, with regard to a senior secured convertible note in original principal amount of $1,437,500, issued February 12, 2016. Under the forbearance agreement, GPB has agreed to forbear from exercising certain of its rights and remedies (but not waive such rights and remedies), arising as a result of our failure to pay the monthly interest due and owing on the note. In consideration for the forbearance, we agreed to waive, release, and discharge GPB from all claims against GPB based on facts existing on or before the date of the forbearance agreement in connection with the note, or the dealings between us and GPB, or our equity holders and GPB, in connection with the note. Pursuant to the forbearance agreement, we have reaffirmed our obligations under the note and related documents and executed a confession of judgment regarding the amount due under the note, which GPB may file upon any future event of default. During the forbearance period, we must continue to comply will all the terms, covenants, and provisions of the note and related documents.
CRITICAL ACCOUNTING POLICIES

Our material accounting policies, which we believe are the most critical to an investors understanding of our financial results and condition, are discussed below. Because we are still early in our enterprise development, the number of these policies requiring explanation is limited. As we begin to generate increased revenue from different sources, we expect that the number of applicable policies and complexity of the judgments required will increase.

Revenue Recognition: We recognize revenue from contracts on a straight line basis, over the terms of the contract. We recognize revenue from grants based on the grant agreement, at the time the expenses are incurred. Revenue from the sale of the Company’s products is recognized upon shipment of such products to its customers.

Valuation of Deferred Taxes: We account for income taxes in accordance with the liability method. Under the liability method, we recognize deferred assets and liabilities based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. We establish a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be utilized against future taxable income.

Valuation of Equity Instruments Granted to Employee, Service Providers and Investors: On the date of issuance, the instruments are recorded at their fair value as determined using either the Black-Scholes valuation model or Monte Carlo Simulation model. See Note 43 to the consolidated financial statements accompanying this report for the assumptions used in the Black-Scholes valuation.


Allowance for Accounts Receivable: We estimate losses from the inability of our customers to make required payments and periodically review the payment history of each of our customers, as well as their financial condition, and revise our reserves as a result.

Inventory Valuation: All inventories are stated at lower of cost or market, with cost determined substantially on a “first-in, first-out” basis. Selling, general, and administrative expenses are not inventoried, but are charged to expense when purchased.

Reverse Stock Split: 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. All fractional shares created by the reverse stock split were rounded to the nearest whole share. The number of authorized shares of common stock did not change. (unless otherwise indicated, all per share amounts reported on a post-split basis)

RECENT DEVELOPMENTS

On July 1, 2016, we filed a registration statement for the purposes of attempting to raise $5.0 million by issuing Series D Preferred Stock and Warrants.

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RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 20162017 AND 2015

2016

Sales Revenue, Cost of Sales and Gross Loss from Devices and Disposables: Sales revenueDisposables: Revenues from the sale of LuViva devices and disposables for the three months ended June 30, 2017 and 2016 waswere $87,000 and $129,000, a 25% increase compared torespectively. Revenues decreased by approximately $42,000, or 33% from the same period in 2015.2016. The decrease was due to less activity in sales orders being shipped in 2017 and lack of funding to support sales and marketing efforts. Related costs of sales were approximately $82,000 and net realizable value$33,000 for the three months ended June 30, 2017 and 2016, respectively. This resulted in a gross profit of approximately $5,000 on the sales of devices and disposables for the three months ended June 30, 2017, compared with a gross profit of approximately $96,000 for the same period in 2016.
Research and Development Expenses:  Research and development expenses for the three months ended June 30, 2016, were2017 decreased to approximately $33,000, which resulted$89,000, from approximately $148,000 for the same period in a gross profit2016.  The decrease, of approximately $96,000. $59,000, or 40%, was primarily due to decreases in payroll expenses.
Sales revenueand Marketing Expenses:  Sales and marketing expenses for the three months ended June 30, 2015, was approximately $103,000. Related costs of sales in that period were approximately $207,000, which resulted in a gross loss on the device and disposables of approximately $104,000. The increase in the second quarter of 2016 as compared to the second quarter of 2015 was related to additional sales of devices and disposables and reduction of absorption costs.

Research and Development Expenses:  Research and development expenses2017 decreased to approximately $148,000$67,000, from approximately $86,000 for the same period in 2016.  The decrease, of approximately $19,000, or 22%, was primarily due to Company-wide expense reduction and cost savings efforts.

General and Administrative Expenses:  General and administrative expenses for the three months ended June 30, 2016, compared2017 decreased to $305,000approximately $382,000, from approximately $760,000 for the same period in 2015.2016.  The decrease, of approximately $157,000,$378,000, or 51.0%, was primarily due to decreases in research and development payroll expenses.

Sales and Marketing Expenses:  Sales and marketing expenses were approximately $86,000 during the three months ended June 30, 2016, compared to $183,000 for the same period in 2015. The decrease, of approximately $97,000, or 53.0%, was primarily due to the Company-wide expense reduction and cost savings efforts.

General and Administrative Expenses:  General and administrative expenses decreased to approximately $760,000 during the three months ended June 30, 2016, compared to approximately $1,019,000 for the same period in 2015.  The decrease of approximately $259,000, or 25.0%50%, was primarily related to lower compensation and option expenses incurred during the same period.

Other Income:Income: Other income for the three months ended June 30, 2016,2017 was approximately $21,000,$13,000, compared to other income$21,000 for the same period in 2016, a decrease of approximately $284,000$8,000 or 38%.
Interest Expense:  Interest expense for the three months ended June 30, 2015. The decrease, of approximately $263,000, or 93.0%, was primarily due to $230,000 of accounts payable that were written off and $50,000 of income recorded for a license agreement.

Interest Expense:  Interest expense increased2017 decreased to approximately $1,213,000 for the three months ended June 30, 2016, as$325,000, compared to approximately $323,000$1,213,000 for the same period in 2015.2016. The increase,decrease of approximately $890,000,$888,000, or 276.0%73%, was primarily due to amortization of debt discount, debt issuance costs and penalty on event default of convertible loan that were higher thanlower compared to the same period in 2015.

2016.

Fair Value of Warrants (Income) Expense: Fair value of warrants expense recovery was approximately $211,000 for the three months ended June 30, 2016, as2017 decreased to approximately a negative $226,000, compared to a warrant expense of approximately $66,000$211,000 for the same period in 2015.

2016. The increase of approximately $437,000, or 207%, was primarily due to the significant changes in warrant conversion prices.

Net loss: Net loss attributable to common stockholders was approximately $1,879,000 during$1,137,000, or $0.59 per share, for the three months ended June 30, 2016,2017, compared to a net loss of $1,706,000$2,172,000, or $52.95 per share, for the same period in 2015.2016. The decrease in the net loss of $173,000,$1,035,000, or 10.0%48%, was for the reasons outlined above.

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 20162017 AND 2015

2016

Sales Revenue, Cost of Sales and Gross Loss from Devices and Disposables: Sales revenueDisposables: Revenues from the sale of LuViva devices and disposables for the six months ended June 30, 2017 and 2016 waswere $104,000 and $391,000, a 71% increase compared torespectively. Revenues decreased by approximately $287,000, or 73%, from the same period in 2015.2016. The decrease was due to less activity in sales orders being shipped in 2017 and lack of funding to support sales and marketing efforts. Related costs of sales were approximately $98,000 and net realizable value$101,000 for the six months ended June 30, 2017 and 2016, respectively. Costs of sales for the six months ended June 30, 2017 were approximately $3,000, or 3% lower than the same period in 2016. This resulted in a gross profit of approximately $6,000 on the sales of devices and disposables for the six months ended June 30, 2017, compared with a gross profit of approximately $290,000 for the same period in 2016.

Research and Development Expenses:  Research and development expenses for the six months ended June 30, 2016 were2017 decreased to approximately $101,000, which resulted$183,000, from approximately $438,000 for the same period in a gross profit2016.  The decrease, of approximately $290,000. $255,000, or 58%, was primarily due to decreases in payroll expenses.
Sales revenueand Marketing Expenses:  Sales and marketing expenses for the six months ended June 30, 2015, was approximately $229,000. Related costs of sales in that period were approximately $314,000, which resulted in a gross loss on the device and disposables of approximately $85,000. The increase in the first six months of 2016 as compared to the first six months of 2015 was related to additional sales of disposables with the Company’s primary distributor, which carry a higher profit margin than device sales.

Research and Development Expenses:  Research and development expenses2017 decreased to approximately $438,000$149,000, from approximately $203,000 for the same period in 2016.  The decrease, of approximately $54,000, or 27%, was primarily due to Company-wide expense reduction and cost savings efforts.

General and Administrative Expenses:  General and administrative expenses for the six months ended June 30, 2016, compared2017 decreased to $677,000approximately $726,000, from approximately $1,677,000 for the same period in 2015.2016.  The decrease, of approximately $239,000,$951,000, or 35.0% is primarily due to a slight decrease in payroll expenses.

Sales and Marketing Expenses:  Sales and marketing expenses were approximately $203,000 during the six months ended June 30, 2016, compared to $355,000 for the same period in 2015. The decrease, of approximately $152,000, or 43.0% was primarily due to the Company-wide expense reduction and cost savings efforts.

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General and Administrative Expenses:  General and administrative expenses decreased to approximately $1,677,000 during the six months ended June 30, 2016, compared to approximately $1,982,000 for the same period in 2015.  The decrease of approximately $305,000, or 15.0%57%, was primarily related to lower compensation and option expenses incurred during the same period.

Other Income:Income: Other income for the six months ended June 30, 2016,2017 was approximately $44,000,$15,000, compared to other income$44,000 for the same period in 2016, a decrease of approximately $290,000$29,000 or 66%.
Interest Expense:  Interest expense for the six months ended June 30, 2015. The decrease of approximately $246,000, or 85.0%, was primarily due to $230,000 of accounts payable that were written off and $50,000 of income recorded for a license agreement.

Interest Expense:  Interest expense increased2017 decreased to approximately $1,371,000 for the six months ended June 30, 2016, as$546,000, compared to approximately $815,000$1,371,000 for the same period in 2015.2016. The increasedecrease of approximately $556,000,$825,000, or 68.0%60%, was primarily due to amortization of debt discount, debt issuance costs and penalty on event default of convertible loan that were higher than thelower for same period in 2015. 

2016.

Fair Value of Warrants Expense: Fair value of warrants expense recovery was approximately $1,606,000 for the six months ended June 30, 2016, as2017 decreased to approximately $403,000, compared to approximately $648,000$1,606,000 for the same period in 2015.

2016. The decrease of approximately $1,203,000, or 75%, was primarily due to the significant changes in warrant conversion prices.

Net loss: Net loss attributable to common stockholders was approximately $1,749,000 during$1,345,000, or $0.94 per share, for the six months ended June 30, 2016,2017, compared to a net loss of $2,951,000$2,511,000, or $114.14 per share, for the same period in 2015.2016. The decrease in the net loss of $1,202,000,$1,166,000, or 41.0%46%, was for the reasons outlined above.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have raised capital through the public and private sale of preferred stockdebt and debt securities, public and private sales of common stock,equity, funding from collaborative arrangements, and grants. At June 30, 2016,2017, we had cash of approximately $22,000$8,000 and a negative working capital deficit of approximately $5.6$9.7 million.

Our major cash flows infor the quarter ended June 30, 2016,2017 consisted of cash out-flows of approximately $1.5 million$277,000 from operations, no cash inflow nor outflow from investing activitiesincluding approximately $1,180,000 of net loss, and a net change from financing activities of $1.5 million,$271,000, which primarily representsrepresented the proceeds received from proceeds from debt financing.
On May 17, 2017, we entered into a securities purchase agreement with Eagle Equities, LLC, providing for the purchase by Eagle of two convertible redeemable notes in the aggregate principal amount of $88,000, with the first note being in the amount of $44,000, and the second note being in the amount of $44,000. The first note was fully funded on May 19, 2017, upon which we received $40,000 of net proceeds (net of a 10% original issue discount). The second note will initially be paid for by the issuance of an offsetting $40,000 secured note issued by Eagle. Eagle is required to pay the principal amount of its secured note in cash and in full prior to executing any conversions under the second note we issued. The notes bear an interest rate of 8%, and are due and payable on May 17, 2018. The notes may be converted by Eagle at any time after five months from issuance into shares of our common stock (as determined in the notes) calculated at the time of conversion, except for the second note, which also requires full payment by Eagle of the secured note it issued to us before conversions may be made. The conversion price of the notes will be equal to 60% of the lowest trading price of the common stock for the 20 prior trading days including the day upon which we receive a notice of conversion. The notes may be prepaid in accordance with the terms set forth in the notes. The notes also contain certain representations, warranties, covenants and events of default including if we are delinquent in our periodic report filings with the SEC, and increases in the amount of the principal and interest rates under the notes in the event of such defaults. In the event of default, at Eagle’s option and in its sole discretion, Eagle may consider the notes immediately due and payable.

On May 17, 2017, we entered into a securities purchase agreement with Adar Bays, LLC, providing for the purchase by Adar of two convertible redeemable notes in the aggregate principal amount of $88,000, with the first note being in the amount of $44,000, and the second note being in the amount of $44,000. The first note was fully funded on May 19, 2017, upon which we received $40,000 of net proceeds (net of a 10% original issue discount). The second note will initially be paid for by the issuance of an offsetting $40,000 secured note issued by Adar. Adar is required to pay the principal amount of its secured note in cash and in full prior to executing any conversions under the second note we issued. The notes bear an interest rate of 8%, and are due and payable on May 17, 2018. The notes may be converted by Adar at any time after five months from issuance into shares of our common stock (as determined in the notes) calculated at the time of conversion, except for the second note, which also requires full payment by Adar of the secured note it issued to us before conversions may be made. The conversion price of the notes will be equal to 60% of the lowest trading price of the common stock for the 20 prior trading days including the day upon which we receive a notice of conversion. The notes may be prepaid in accordance with the terms set forth in the notes.

The notes also contain certain representations, warranties, covenants and events of default including if we are delinquent in our periodic report filings with the SEC, and increases in the amount of the principal and interest rates under the notes in the event of such defaults. In the event of default, at Adar’s option and in its sole discretion, Adar may consider the notes immediately due and payable.

On May 18, 2017, we entered into a securities purchase agreement with GHS Investments, LLC, an existing investor, providing for the purchase by GHS of a convertible promissory note in the aggregate principal amount of $66,000, for $60,000 in net proceeds (representing a 10% original issue discount). The transaction closed on May 19, 2017. The note matures upon the earlier of our receipt of $100,000 from revenues, loans, investments, or any other means (other than the Eagle and Adar bridge financings) and December 31, 2017. In addition to the 10% original issue discount, the note accrues interest at a rate of 8% per year. We may prepay the note, in whole or in part, for 110% of outstanding principal and interest until 30 days from issuance, for 120% of outstanding principal and interest at any time from 31 to 60 days from issuance and for 140% of outstanding principal and interest at any time from 61 days to 180 days from issuance. The note may not be prepaid after 180 days. After six months from the date of issuance, the note will become convertible, at any time thereafter, in whole or in part, at the holder’s option, into shares of our common stock, at a conversion price equal to 60% of the lowest trading price during the 25 trading days prior to conversion. The note includes customary event of default provisions and a default interest rate of the lesser of 20% per year or the maximum amount permitted by law. Upon the occurrence of an event of default, the holder of the note may require us to redeem the note (or convert it into shares of common stock) at 150% of the outstanding principal balance.
We will be required to raise additional funds through public or private financing, additional collaborative relationships or other arrangements, as soon as possible. We cannot be certain that our existing and available capital resources will be sufficient to satisfy our funding requirements through the third quarter of 2016.2017. We are evaluating various options to further reduce our cash requirements to operate at a reduced rate, as well as options to raise additional funds, including loans.

Substantial

Generally, substantial capital will be required to develop our products, including completing product testing and clinical trials, obtaining all required U.S. and foreign regulatory approvals and clearances, and commencing and scaling up manufacturing and marketing our products. Any failure to obtain capital would have a material adverse effect on our business, financial condition and results of operations.

Based on discussions with our customers, we expect to generate purchase orders for approximately $3 million to $4 million in LuViva devices and disposables in 2017, and expect those purchase orders to result in actual sales of $750,000 to $1 million in 2017, representing what we view as current demand for our products. We cannot be assured that we will generate all or any of these additional purchase orders, or that existing orders will not be canceled by the customers or that parts to build product will be available to meet demand, such that existing orders will result in actual sales. Because we have a short history of sales of our products, we cannot confidently predict future sales of our products beyond this time frame, and cannot be assured of any particular amount of sales. Accordingly, we have not identified any particular trends with regard to sales of our products. We currently do not have cash on hand sufficient to build the inventory required to fill these orders, and material delays in product deliveries could result in canceled orders.

Our financial statements have been prepared and presented on a basis assuming we will continue as a going concern. The above factors raise substantial doubt about our ability to continue as a going concern, as more fully discussed in Note 1 to the consolidated financial statements contained herein and in the report of our independent registered public accounting firm accompanying our financial statements contained in our annual report on Form 10-K for the year ended December 31, 2015.

2016.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements, no special purpose entities, and no activities that include non-exchange-traded contracts accounted for at fair value.

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ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.   CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company under the supervision and with the participation of management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of June 30, 2016.2017. The controls and Systemsystem currently used by the Company to calculate and record inventory is not operating effectively. Additionally, the Company lacks the resources to properly research and account for complex transactions. The combination of these controls deficiencies have resulted in a material weakness in our internal control over financial reporting.

Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were not effective as of June 30, 20162017 to provide reasonable assurance that (1) information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (2) information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

The effectiveness of any system of controls and procedures is subject to certain limitations, and, as a result, there can be no assurance that our controls and procedures will detect all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be attained.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 20162017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. Management believes that the disposition of these matters, individually or in the aggregate, is not expected to have a material adverse effect on the Company’s financial condition. See Note 6 to the financial statements.

ITEM 1A.  RISK FACTORS

Please refer to Part I, Item 1A, “Risk Factors,” in our annual report on Form 10-K for the year ended December 31, 2015,2016, for information regarding factors that could affect our results of operations, financial condition and liquidity.

Our board of directors has asked our stockholders to approve a proposal to authorize our board to effect a reverse stock split of our common stock. There are risks associated with a reverse stock split, if it is effected.

On May 18, 2016, our board determined to recommend that at our 2016 annual stockholders’ meeting, our stockholders grant the board the authority, in its discretion, to effect a reverse stock split by a ratio of not less than 1:10 and not more than 1:400, with no change in the number of authorized shares of our common stock, and all fractional shares created by the reverse stock split to be rounded to the nearest whole share. On May 26, 2016, our largest stockholder, John Imhoff, who is also one of our directors, agreed to vote his shares of common stock in favor of the reverse stock split. As of the record date for the 2016 annual meeting, Dr. Imhoff held 10,361,179 shares, or 19.26%, of the outstanding shares of common stock. On August [*], 2016, in response to sustained drops in the market price of our common stock, the board determined to increase the ratio for the reverse stock split to 1:800.

We intend to effect the reverse stock split as soon as practicable after stockholder approval; however, there are no assurances that the reverse stock split will be implemented. If the reverse stock split is effected, there are certain risks associated with the reverse stock split, including the following:

·We would have additional authorized shares of common stock that the board could issue in future without stockholder approval, and such additional shares could be issued, among other purposes, in financing transactions or to resist or frustrate a third-party transaction that is favored by a majority of the independent stockholders. This could have an anti-takeover effect, in that additional shares could be issued, within the limits imposed by applicable law, in one or more transactions that could make a change in control or takeover of us more difficult.
·There can be no assurance that the reverse stock split, if completed, will achieve the benefits that we hope it will achieve. The total market capitalization of our common stock after the reverse stock split may be lower than the total market capitalization before the reverse stock split.

The reverse stock split may decrease the liquidity of the shares of our common stock.

The liquidity of the shares of our common stock may be affected adversely by the reverse stock split given the reduced number of shares that will be outstanding following the reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split. In addition, the reverse stock split may increase the number of stockholders who own odd lots of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

Following the reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance that the reverse stock split will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily improve.

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ITEM 2.  UNREGISTERRED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6.  EXHIBITS

EXHIBIT INDEX

EXHIBITS

Exhibit NumberExhibit Description
  
3.14.15Restated Certificate of Incorporation, as amended through May 3, 2016 (incorporated by reference to Exhibit 3.1 to the quarterly report on Form 10-Q for the quarter ended March 31, 2016, filed May 19, 2016)
4.1Form of Warrant (Series B-Tranche B Exchanges; GPB Exchange)8% Convertible Redeemable Note (First Eagle Note) (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed June 14, 2016)May 23, 2017)
10.14.16Rollover and Amendment8% Convertible Redeemable Note (Second Eagle Note) (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed May 23, 2017)
4.178% Convertible Redeemable Note (First Adar Note) (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed May 23, 2017)
4.188% Convertible Redeemable Note (Second Adar Note) (incorporated by reference to Exhibit 4.4 to the current report on Form 8-K filed May 23, 2017)
4.19Convertible Promissory Note (GHS Note) (incorporated by reference to Exhibit 4.5 to the current report on Form 8-K filed May 23, 2017)
10.42Securities Purchase Agreement, dated April 27, 2016, by andMay 17, 2017, between the Company and Aquarius Opportunity FundEagle Equities, LLC (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed May 23, 2017)
10.43Collateralized Secured Promissory Note, dated May 17, 2017 (From Eagle) (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed May 3, 2016)23, 2017)
10.210.44Form of LetterSecurities Purchase Agreement, (Series C Exchanges)dated May 17, 2017, between the Company and Adar Bays, LLC (incorporated by reference to Exhibit 10.110.3 to the current report on Form 8-K filed May 3, 2016)23, 2017)
10.310.45License Agreement,Collateralized Secured Promissory Note, dated June 5, 2016May 17, 2017 (From Adar) (incorporated by reference to Exhibit 10.110.4 to the current report on Form 8-K filed June 8, 2016)May 23, 2017)
10.410.46Form of Warrant ExchangeSecurities Purchase Agreement, (Warrant-for-Shares)dated May 18, 2017, between the Company and GHS Investments, LLC (incorporated by reference to Exhibit 10.110.5 to the current report on Form 8-K filed June 14, 2016)May 23, 2017)
10.5Form of Warrant Exchange Agreement (Warrant-for-Warrant) (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed June 14, 2016)
3131*Rule 13a-14(a)/15d-14(a) Certification
3232*Section 1350 Certification
101XBRL

25
101.1*                       
XBRL
 

*Filed herewith

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GUIDED THERAPEUTICS, INC.
 
 /s/ Gene S. CartwrightCartwright

By:

Gene S. Cartwright

 President, Chief Executive Officer and
 Acting Chief Financial Officer

Date:

August 17, 2016

2618, 2017

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