UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

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

For the quarterly period ended ~~June~~September 30, 2022

Commission File No. 0-22179

GUIDED THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

58-2029543

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5835 Peachtree Corners East, Suite B

Norcross, Georgia 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted 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 such files). Yes ☒ 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 definitions of “large accelerated filer,“” “accelerated ~~filer“~~filer” and “smaller reporting ~~company“~~company” and “emerging growth ~~company“~~company” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	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 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 ☒

As of ~~August 15,~~November 14, 2022, the registrant had ~~36,664,707~~48,578,721 shares of Common Stock, $0.001 par value per share, outstanding.

PART I — FINANCIAL INFORMATION

			Page
Item 1.	Financial Statements		3
	Consolidated Balance Sheets as of ~~June~~September 30, 2022 (Unaudited) and December 31, 2021		3
	Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021 (Unaudited)	4
	5
	Consolidated Statements of Stockholders' Deficit for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021 (Unaudited)	5
	6
	Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021 (Unaudited)	9
	14
	Notes to Unaudited Consolidated Financial Statements	10
		15

Item 2.	~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations		3540

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		48

Item 4.	Controls and Procedures		48

PART II OTHER INFORMATION

Item 1.	Legal Proceedings		~~Company Overview~~49
		36
Item 1A.	Risk Factors		~~Results of Operations~~49	38
	~~Disclosure About Off-Balance Sheet Arrangements~~	42
	~~Critical Accounting Policies and Estimates~~	37
	~~Liquidity and Capital Resources~~	41

~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	42

~~Item 4.~~	~~Controls and Procedures~~	42

~~PART II — OTHER INFORMATION~~

~~Item 1.~~	~~Legal Proceedings~~	43

~~Item 1A.~~	~~Risk Factors~~	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
		49

Item 3.6.	~~Defaults Upon Senior Securities~~Exhibits	43
		50

~~Item 4.~~Signatures	~~Mine Safety Disclosures~~
51
~~Item 5.~~	~~Other Information~~

~~Item 6.~~	~~Exhibits~~	43

~~Signatures~~		44

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(in thousands)

June 30,

December 31,

2022

2021

(unaudited)

ASSETS

Current Assets:

Cash and cash equivalents

$ 446

$ 643

Accounts receivable, net of allowance for doubtful accounts of $126 at June 30, 2022 and December 31, 2021

29

46

Inventory, net of reserves of $785 at June 30, 2022 and December 31, 2021

569

571

Other current assets

59

377

Total current assets

1,103

1,637

Non-Current Assets:

Property and equipment, net

45

14

Operating lease right-of-use assets, net of amortization

338

372

Other assets

17

17

Total non-current assets

400

403

TOTAL ASSETS

$ 1,503

$ 2,040

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:

Accounts payable

$ 2,404

$ 2,362

Accounts payable, related parties

75

87

Accrued liabilities

1,206

1,768

Deferred revenue

513

337

Current portion of lease liability

73

67

Current portion of long-term debt

47

88

Current portion of long-term debt, related parties

490

0

Short-term notes payable

0

48

Short-term notes payable, related parties

28

40

Convertible notes payable in default

786

161

Short-term convertible notes payable, including non-convertible penalty

350

736

Derivative liability

24

0

Total current liabilities

5,996

5,694

Long-Term Liabilities

Long-term lease liabilities

287

325

Derivative liability

0

32

Long-term convertible debt

884

820

Long-term debt

0

22

Long-term debt, related parties

102

592

Total long-term liabilities

1,273

1,791

Total liabilities

7,269

7,485

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS’ DEFICIT:

Series C convertible preferred stock, $0.001 par value; 9.0 shares authorized, 0.3 shares issued and outstanding as of June 30, 2022 and December 31, 2021. Liquidation preference of $286 at June 30, 2022 and December 31, 2021.

105

105

Series C1 convertible preferred stock, $0.001 par value; 20.3 shares authorized, 1.0 shares issued and outstanding as of June 30, 2022 and December 31, 2021. Liquidation preference of $1,049 at June 30, 2022 and December 31, 2021.

170

170

Series C2 convertible preferred stock, $0.001 par value; 5,000 shares authorized, 3.3 shares issued and outstanding as of June 30, 2022 and December 31, 2021. Liquidation preference of $3,263 at June 30, 2022 and December 31, 2021.

531

531

Series D convertible preferred stock, $0.001 par value; 6.0 shares authorized, 0.4 and 0.8 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively Liquidation preference of $438 and $763 at June 30, 2022 and December 31, 2021, respectively.

159

276

Series E convertible preferred stock, $0.001 par value; 5.0 shares authorized, 0.9 and 1.7 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively. Liquidation preference of $888 and $1,736 at June 30, 2022 and December 31, 2021, respectively.

839

1,639

Series F convertible preferred stock, $0.001 par value; 1.5 shares authorized, 1.1 and 1.4 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively Liquidation preference of $1,071 and $1,426 at June 30, 2022 and December 31, 2021, respectively.

892

1,187

Series F-2 convertible preferred stock, $0.001 par value; 5.0 shares authorized, 2.8 and 3.2 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively. Liquidation preference of $2,771 and $3,237 at June 30, 2022 and December 31, 2021, respectively.

2,536

2,963

Series G convertible preferred stock, $0.001 par value; 1,000 shares authorized, nil shares issued and outstanding as of June 30, 2022 and December 31, 2021. Liquidation preference was nil at June 30, 2022 and December 31, 2021.

0

0

Common stock, $0.001 par value; 500,000 shares authorized, 27,583 and 13,673 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

3,416

3,403

Additional paid-in capital

130,166

126,800

Treasury stock at cost

(132 )

(132 )
Accumulated deficit

(144,448 )

(142,387 )

Total stockholders’ deficit

(5,766 )

(5,445 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$ 1,503

$ 2,040

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(in thousands)

~~The accompanying notes are an integral part of these consolidated statements.~~

	September 30,
	2022		December 31,
	(unaudited)		2021
ASSETS

Current Assets:
Cash and cash equivalents	$	2,697	$	643
Accounts receivable, net of allowance for doubtful accounts of $48 and $126 at September 30, 2022 and December 31, 2021, respectively		29		46
Inventory, net of reserves of $785 at September 30, 2022 and December 31, 2021		596		571
Other current assets		169		377
Total current assets		3,491		1,637

Non-Current Assets:
Property and equipment, net		42		14
Operating lease right-of-use assets, net of amortization		321		372
Other assets		17		17
Total non-current assets		380		403

TOTAL ASSETS	$	3,871	$	2,040

LIABILITIES AND STOCKHOLDERS DEFICIT

Current Liabilities:
Accounts payable	$	2,217	$	2,362
Accounts payable, related parties		60		87
Accrued liabilities		1,050		1,768
Deferred revenue		509		337
Current portion of lease liability		76		67
Current portion of long-term debt		32		88
Current portion of long-term debt, related parties		497		-
Short-term notes payable		90		48
Short-term notes payable, related parties		17		40
Convertible notes payable in default		-		161
Short-term convertible notes payable, including non-convertible penalty		579		736
Derivative liability		19		-
Total current liabilities		5,146		5,694

Long-Term Liabilities
Long-term lease liabilities		267		325
Derivative liability		-		32
Long-term convertible debt		1,017		820
Long-term debt		-		22
Long-term debt, related parties		92		592
Total long-term liabilities		1,376		1,791

Total liabilities		6,522		7,485

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)

Three Months Ended

Six Months Ended

June 30,

June 30,

2022

2021

2022

2021

Sales - devices and disposables

$ 5

$ 2

$ 10

$ 2

Cost of goods sold

1

0

2

0

Gross profit

4

2

8

2

Operating expenses:

Research and development

9

20

31

36

Sales and marketing

37

30

77

66

General and administrative

675

513

1,062

1,340

Total operating expenses

721

563

1,170

1,442

Loss from operations

(717 )

(561 )

(1,162 )

(1,440 )

Other income (expenses):

Interest expense

(256 )

(315 )

(357 )

(456 )
Change in fair value of derivative liability

14

0

8

(88 )
Gain (loss) from extinguishment of debt

34

(185 )

75

(185 )
Change in fair value of warrants

0

0

0

448

Other income (expenses)

(1 )

27

4

27

Total other income (expense)

(209 )

(473 )

(270 )

(254 )

Loss before income taxes

(926 )

(1,034 )

(1,432 )

(1,694 )
Provision for income taxes

0

0

0

0

Net loss

(926 )

(1,034 )

(1,432 )

(1,694 )
Preferred stock dividends

(81 )

(125 )

(629 )

(177 )

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

$ (1,007 )

$ (1,159 )

$ (2,061 )

$ (1,871 )

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Basic

$ (0.04 )

$ (0.09 )

$ (0.09 )

$ (0.14 )
Diluted

$ (0.04 )

$ (0.09 )

$ (0.09 )

$ (0.14 )

Weighted average shares outstanding

Basic

26,337

13,280

23,526

13,226

Diluted

26,337

13,280

23,526

13,226

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS DEFICIT:

Series C convertible preferred stock, $0.001 par value; 9.0 shares authorized, 0.3 shares issued and outstanding as of September 30, 2022 and December 31, 2021. Liquidation preference of $286 at September 30, 2022 and December 31, 2021.		105			105
Series C1 convertible preferred stock, $0.001 par value; 20.3 shares authorized, 1.0 shares issued and outstanding as of September 30, 2022 and December 31, 2021. Liquidation preference of $1,049 at September 30, 2022 and December 31, 2021.		170			170
Series C2 convertible preferred stock, $0.001 par value; 5,000 shares authorized, 3.3 shares issued and outstanding as of September 30, 2022 and December 31, 2021. Liquidation preference of $3,263 at September 30, 2022 and December 31, 2021.		531			531
Series D convertible preferred stock, $0.001 par value; 6.0 shares authorized, 0.4 and 0.8 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. Liquidation preference of $438 and $763 at September 30, 2022 and December 31, 2021, respectively.		159			276
Series E convertible preferred stock, $0.001 par value; 5.0 shares authorized, 0.9 and 1.7 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. Liquidation preference of $888 and $1,736 at September 30, 2022 and December 31, 2021, respectively.		839			1,639
Series F convertible preferred stock, $0.001 par value; 1.5 shares authorized, 1.1 and 1.4 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. Liquidation preference of $1,071 and $1,426 at September 30, 2022 and December 31, 2021, respectively.		892			1,187
Series F-2 convertible preferred stock, $0.001 par value; 5.0 shares authorized, 0.5 and 3.2 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. Liquidation preference of $535 and $3,237 at September 30, 2022 and December 31, 2021, respectively.		489			2,963
Series G convertible preferred stock, $0.001 par value; 1,000 shares authorized, nil shares issued and outstanding as of September 30, 2022 and December 31, 2021. Liquidation preference was nil at September 30, 2022 and December 31, 2021.		-			-
Common stock, $0.001 par value; 500,000 shares authorized, 27,583 and 13,673 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		3,432			3,403
Additional paid-in capital		136,366			126,800
Treasury stock at cost		(132	)		(132	)
Accumulated deficit		(145,502	)		(142,387	)

Total stockholders deficit		(2,651	)		(5,445	)

TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT	$	3,871		$	2,040

The accompanying notes are an integral part of these consolidated ~~financial~~ statements.

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2022
(unaudited, in thousands)

Preferred Stock

Preferred Stock

Preferred Stock

Preferred Stock

Series C

Series C1

Series C2

Series D

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Balance at March 31, 2022

-

$ 105

1

$ 170

3

$ 531

1

$ 276

Common stock warrants exercised

-

0

-

0

-

0

-

0

Issuance of common stock for payment of Series D preferred dividends

-

0

-

0

-

0

-

0

Issuance of common stock for payment of Series E preferred dividends

-

0

-

0

-

0

-

0

Issuance of common stock for payment of Series F preferred dividends

-

0

-

0

-

0

-

0

Issuance of common stock for payment of Series F-2 preferred dividends

-

0

-

0

-

0

-

0

Conversion of Series D preferred stock to common stock

-

0

-

0

-

0

-

(117 )
Conversion of Series E preferred stock to common stock

-

0

-

0

-

0

-

0

Conversion of Series F preferred stock to common stock

-

0

-

0

-

0

-

0

Conversion of Series F-2 preferred stock to common stock

-

0

-

0

-

0

��

-

0

Stock-based compensation

-

0

-

0

-

0

-

0

Accrued preferred dividends

-

0

-

0

-

0

-

0

Net loss

-

0

-

0

-

0

-

0

Balance at June 30, 2022

-

$ 105

1

$ 170

3

$ 531

1

$ 159

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share data)

Preferred Stock

Preferred Stock

Preferred Stock

Series E

Series F

Series F2

Shares

Amount

Shares

Amount

Shares

Amount

Balance at March 31, 2022

1

$ 914

1

$ 1,174

3

$ 2,963

Common stock warrants exercised

-

0

-

0

-

0

Issuance of common stock for payment of Series D preferred dividends

-

0

-

0

-

0

Issuance of common stock for payment of Series E preferred dividends

-

0

-

0

-

0

Issuance of common stock for payment of Series F preferred dividends

-

0

-

0

-

0

Issuance of common stock for payment of Series F-2 preferred dividends

-

0

-

0

-

0

Conversion of Series D preferred stock to common stock

-

0

-

0

-

0

Conversion of Series E preferred stock to common stock

-

(75 )

-

0

-

0

Conversion of Series F preferred stock to common stock

-

0

-

(282 )

-

0

Conversion of Series F-2 preferred stock to common stock

-

0

-

0

-

(427
)
Stock-based compensation

-

0

-

0

-

0

Accrued preferred dividends

-

0

-

0

-

0

Net loss

-

0

-

0

-

0

Balance at June 30, 2022

1

$ 839

1

$ 892

3

$ 2,536

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021

Sales - devices and disposables	$	3		$	19		$	13		$	21
Cost of goods sold		-			42			2			42
Gross profit (loss)		3			(23	)		11			(21	)

Operating expenses:
Research and development		8			16			38			52
Sales and marketing		52			41			129			107
General and administrative		1,167			407			2,229			1,747
Total operating expenses		1,227			464			2,396			1,906

Loss from operations		(1,224	)		(487	)		(2,385	)		(1,927	)

Other income (expenses):
Interest expense		(155	)		(594	)		(512	)		(1,050	)
Change in fair value of derivative liability		5			(1	)		13			(89	)
Gain from extinguishment of debt		270			763			345			578
Change in fair value of warrants		-			-			-			448
Other income		2			387			5			414
Total other income (expense)		122			555			(149	)		301

Loss before income taxes		(1,102	)		68			(2,534	)		(1,626	)
Provision for income taxes		-			-			-			-

Net income (loss)		(1,102	)		68			(2,534	)		(1,626	)
Preferred stock dividends		48			(119	)		(581	)		(296	)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(1,054	)	$	(51	)	$	(3,115	)	$	(1,922	)

NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic	$	(0.03	)	$	(0.00	)	$	(0.11	)	$	(0.14	)
Diluted	$	(0.03	)	$	(0.00	)	$	(0.11	)	$	(0.14	)

Weighted average shares outstanding
Basic		34,829			13,417			27,335			13,291
Diluted		34,829			13,417			27,335			13,291

Additional

Common Stock

Paid-In

Treasury

Accumulated

Shares

Amount

Capital

Stock

Deficit

Total

Balance at March 31, 2022

22,315

$ 3,411

$ 129,041

$ (132 )

$ (143,441 )

$ (4,988 )
Common stock warrants exercised

650

1

129

0

0

130

Issuance of common stock for payment of Series D preferred dividends

25

0

13

0

0

13

Issuance of common stock for payment of Series E preferred dividends

51

0

26

0

0

26

Issuance of common stock for payment of Series F preferred dividends

4

0

2

0

0

2

Issuance of common stock for payment of Series F-2 preferred dividends

19

0

12

0

0

12

Conversion of Series D preferred stock to common stock

975

1

117

0

0

1

Conversion of Series E preferred stock to common stock

320

0

75

0

0

0

Conversion of Series F preferred stock to common stock

1,360

1

282

0

0

1

Conversion of Series F-2 preferred stock to common stock

1,864

2

425

0

0

0

Stock-based compensation

-

0

44

0

0

44

Accrued preferred dividends

-

0

0

0

(81 )

(81 )
Net loss

-

0

0

0

(926 )

(926 )
Balance at June 30, 2022

27,583

$ 3,416

$ 130,166

$ (132 )

$ (144,448 )

$ (5,766 )

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2022
(unaudited, in thousands)

Preferred Stock

Preferred Stock

Preferred Stock

Preferred Stock

Series C

Series C1

Series C2

Series D

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Balance at December 31, 2021

-

$ 105

1

$ 170

3

$ 531

1

$ 276

Common stock warrants exercised

-

0

-

0

-

0

-

0

Issuance of common stock for payment of Series D preferred dividends

-

0

-

0

-

0

-

0

Issuance of common stock for payment of Series E preferred dividends

-

0

-

0

-

0

-

0

Issuance of common stock for payment of Series F preferred dividends

-

0

-

0

-

0

-

0

Issuance of common stock for payment of Series F-2 preferred dividends

-

0

-

0

-

0

-

0

Issuance of common stock for payment of interest

-

0

-

0

-

0

-

0

Issuance of common stock for Series F and Series F-2 one-time 15% dividends

-

0

-

0

-

0

-

0

Conversion of Series D preferred stock to common stock

-

0

-

0

-

0

-

(117 )
Conversion of Series E preferred stock to common stock

-

0

-

0

-

0

-

0

Conversion of Series F preferred stock to common stock

-

0

-

0

-

0

-

0

Conversion of Series F-2 preferred stock to common stock

-

0

-

0

-

0

-

0

Stock-based compensation

-

0

-

0

-

0

-

0

Expense for warrants issued to consultants

-

0

-

0

-

0

-

0

Accrued preferred dividends

-

0

-

0

-

0

-

0

Net loss

-

0

-

0

-

0

-

0

Balance at June 30, 2022

-

$ 105

1

$ 170

3

$ 531

1

$ 159

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT

FOR THE THREE MONTHS ENDED SEPTERMBER 30, 2022

(unaudited, in thousands)

Preferred Stock

Preferred Stock

Preferred Stock

Series E
Series F
Series F2

Shares

Amount

Shares

Amount

Shares

Amount

Balance at December 31, 2021

2

$ 1,639

1

$ 1,187

3

$ 2,963

Common stock warrants exercised

-

0

-

0

-

0

Issuance of common stock for payment of Series D preferred dividends

-

0

-

0

-

0

Issuance of common stock for payment of Series E preferred dividends

-

0

-

0

-

0

Issuance of common stock for payment of Series F preferred dividends

-

0

-

0

-

0

Issuance of common stock for payment of Series F-2 preferred dividends

-

0

-

0

-

0

Issuance of common stock for payment of interest

-

0

-

0

-

0

Issuance of common stock for Series F and Series F-2 one-time 15% dividends

-

0

-

0

-

0

Conversion of Series D preferred stock to common stock

-

0

-

0

-

0

Conversion of Series E preferred stock to common stock

(1 )

(800 )

-

0

-

0

Conversion of Series F preferred stock to common stock

-

0

-

(295 )

-

0

Conversion of Series F-2 preferred stock to common stock

-

0

-

0

-

(427 )
Stock-based compensation

-

0

-

0

-

0

Expense for warrants issued to consultants

-

0

-

0

-

0

Accrued preferred dividends

-

0

-

0

-

0

Net loss

-

0

-

0

-

0

Balance at June 30, 2022

1

$ 839

1

$ 892

3

$ 2,536

	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series C				Series C1				Series C2				Series D
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at June 30, 2022		-	$	105		1	$	170		3	$	531		1	$	159
Issuances of common stock to investors		-		-		-		-		-		-		-		-
Issuances of warrants to investors		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series E preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of interest		-		-		-		-		-		-		-		-
Conversion of Series F-2 preferred stock to common stock		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Issuances of warrants to consultants		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at September 30, 2022		-	$	105		1	$	170		3	$	531		1	$	159

Additional

Common Stock

Paid-In

Treasury

Accumulated

Shares

Amount

Capital

Stock

Deficit

Total

Balance at December 31, 2021

13,674

$ 3,403

$ 126,800

$ (132 )

$ (142,387 )

$ (5,445 )
Common stock warrants exercised

5,128

5

841

0

0

846

Issuance of common stock for payment of Series D preferred dividends

48

0

29

0

0

29

Issuance of common stock for payment of Series E preferred dividends

64

0

34

0

0

34

Issuance of common stock for payment of Series F preferred dividends

161

0

107

0

0

107

Issuance of common stock for payment of Series F-2 preferred dividends

114

0

75

0

0

75

Issuance of common stock for payment of interest

121

0

81

0

0

81

Issuance of common stock for Series F and Series F-2 one-time 15% dividends

624

1

399

0

0

400

Conversion of Series D preferred stock to common stock

975

1

117

0

0

1

Conversion of Series E preferred stock to common stock

3,390

3

797

0

0

0

Conversion of Series F preferred stock to common stock

1,420

1

294

0

0

0

Conversion of Series F-2 preferred stock to common stock

1,864

2

425

0

0

0

Stock-based compensation

-

0

88

0

0

88

Expense for warrants issued to consultants

-

0

79

0

0

79

Accrued preferred dividends

-

0

0

0

(629 )

(629 )
Net loss

-

0

0

0

(1,432 )

(1,432 )
Balance at June 30, 2022

27,583

$ 3,416

$ 130,166

$ (132 )

$ (144,448 )

$ (5,766 )

	Preferred Stock				Preferred Stock				Preferred Stock
	Series E				Series F				Series F2
	Shares		Amount		Shares		Amount		Shares			Amount
Balance at June 30, 2022		1	$	839		1	$	892		3		$	2,536
Issuances of common stock to investors		-		-		-		-		-			-
Issuances of warrants to investors		-		-		-		-		-			-
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-			-
Issuance of common stock for payment of Series E preferred dividends		-		-		-		-		-			-
Issuance of common stock for payment of interest		-		-		-		-		-			-
Conversion of Series F-2 preferred stock to common stock		-		-		-		-		(3	)		(2,047	)
Stock-based compensation		-		-		-		-		-			-
Issuances of warrants to consultants		-		-		-		-		-			-
Accrued preferred dividends		-		-		-		-		-			-
Net loss		-		-		-		-		-			-
Balance at September 30, 2022		1	$	839		1	$	892		-		$	489

Table of Contents

					Additional
	Common Stock				Paid-in		Treasury			Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance at June 30, 2022		27,583	$	3,416	$	130,166	$	(132	)	$	(144,448	)	$	(5,766	)
Issuances of common stock to investors		6,637		7		1,389		-			-			1,396
Issuances of warrants to investors		-		-		1,796		-			-			1,796
Issuance of common stock for payment of Series D preferred dividends		17		-		10		-			-			10
Issuance of common stock for payment of Series E preferred dividends		117		-		67		-			-			67
Issuance of common stock for payment of interest		121		-		70		-			-			70
Conversion of Series F-2 preferred stock to common stock		8,944		9		2,038		-			-			-
Stock-based compensation		-		-		44		-			-			44
Issuances of warrants to consultants		-		-		786		-			-			786
Accrued preferred dividends		-		-		-		-			48			48
Net loss		-		-		-		-			(1,102	)		(1,102	)
Balance at September 30, 2022		43,419	$	3,432	$	136,366	$	(132	)	$	(145,502	)	$	(2,651	)

The accompanying notes are an integral part of these consolidated statements.

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

(unaudited, in thousands)

	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series C				Series C1				Series C2				Series D
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at December 31, 2021		-	$	105		1	$	170		3	$	531		1	$	276
Common stock warrants exercised		-		-		-		-		-		-		-		-
Issuances of common stock to investors		-		-		-		-		-		-		-		-
Issuances of warrants to investors		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series D preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series E preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series F preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of Series F-2 preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for payment of interest		-		-		-		-		-		-		-		-
Issuance of common stock for Series F and Series F-2 one-time 15% dividends		-		-		-		-		-		-		-		-
Conversion of Series D preferred stock to common stock		-		-		-		-		-		-		-		(117	)
Conversion of Series E preferred stock to common stock		-		-		-		-		-		-		-		-
Conversion of Series F preferred stock to common stock		-		-		-		-		-		-		-		-
Conversion of Series F-2 preferred stock to common stock		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Issuances of warrants to consultants		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at September 30, 2022		-	$	105		1	$	170		3	$	531		1	$	159

Table of Contents

	Preferred Stock						Preferred Stock					Preferred Stock
	Series E						Series F					Series F2
	Shares			Amount			Shares		Amount			Shares			Amount
Balance at December 31, 2021		2		$	1,639			1	$	1,187			3		$	2,963
Common stock warrants exercised		-			-			-		-			-			-
Issuances of common stock to investors		-			-			-		-			-			-
Issuances of warrants to investors		-			-			-		-			-			-
Issuance of common stock for payment of Series D preferred dividends		-			-			-		-			-			-
Issuance of common stock for payment of Series E preferred dividends		-			-			-		-			-			-
Issuance of common stock for payment of Series F preferred dividends		-			-			-		-			-			-
Issuance of common stock for payment of Series F-2 preferred dividends		-			-			-		-			-			-
Issuance of common stock for payment of interest		-			-			-		-			-			-
Issuance of common stock for Series F and Series F-2 one-time 15% dividends		-			-			-		-			-			-
Conversion of Series D preferred stock to common stock		-			-			-		-			-			-
Conversion of Series E preferred stock to common stock		(1	)		(800	)		-		-			-			-
Conversion of Series F preferred stock to common stock		-			-			-		(295	)		-			-
Conversion of Series F-2 preferred stock to common stock		-			-			-		-			(3	)		(2,474	)
Stock-based compensation		-			-			-		-			-			-
Issuances of warrants to consultants		-			-			-		-			-			-
Accrued preferred dividends		-			-			-		-			-			-
Net loss		-			-			-		-			-			-
Balance at September 30, 2022		1		$	839			1	$	892			-		$	489

Table of Contents

					Additional
	Common Stock				Paid-In		Treasury			Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance at December 31, 2021		13,674	$	3,403	$	126,800	$	(132	)	$	(142,387	)	$	(5,445	)
Common stock warrants exercised		5,128		5		841		-			-			846
Issuances of common stock to investors		6,637		7		1,389		-			-			1,396
Issuances of warrants to investors		-		-		1,796		-			-			1,796
Issuance of common stock for payment of Series D preferred dividends		65		-		39		-			-			39
Issuance of common stock for payment of Series E preferred dividends		181		-		102		-			-			102
Issuance of common stock for payment of Series F preferred dividends		161		-		107		-			-			107
Issuance of common stock for payment of Series F-2 preferred dividends		114		-		75		-			-			75
Issuance of common stock for payment of interest		242		-		150		-			-			150
Issuance of common stock for Series F and Series F-2 one-time 15% dividends		624		1		399		-			-			400
Conversion of Series D preferred stock to common stock		975		1		117		-			-			1
Conversion of Series E preferred stock to common stock		3,390		3		797		-			-			-
Conversion of Series F preferred stock to common stock		1,420		1		294		-			-			-
Conversion of Series F-2 preferred stock to common stock		10,808		11		2,463		-			-			-
Stock-based compensation		-		-		132		-			-			132
Issuances of warrants to consultants		-		-		865		-			-			865
Accrued preferred dividends		-		-		-		-			(581	)		(581	)
Net loss		-		-		-		-			(2,534	)		(2,534	)
Balance at September 30, 2022		43,419	$	3,432	$	136,366	$	(132	)	$	(145,502	)	$	(2,651	)

The accompanying notes are an integral part of these consolidated financial statements.

610

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY	GUIDED THERAPEUTICS, INC. AND SUBSIDIARY																	GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT	CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT																	CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2021
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021																		FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021
(unaudited, in thousands)	(unaudited, in thousands)																	(unaudited, in thousands)

		Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock			Preferred Stock							Preferred Stock							Preferred Stock							Preferred Stock
		Series C				Series C1				Series C2				Series D			Series C							Series C1								Series C2						Series D
		Shares		Amount		Shares		Amount		Shares		Amount		Shares	Amount		Shares			Amount				Shares			Amount				Shares			Amount				Shares			Amount
Balance at March 31, 2021			-	$	105		1	$	170		3	$	531	1	$	276
Series F preferred offering			-		0		-		0		-		0	-		0
Series F-2 preferred offering			-		0		-		0		-		0	-		0
Conversion of debt and expenses for Series F-2 preferred stock			-		0		-		0		-		0	-		0
Balance at June 30, 2021																			-			$	105			1			$	170			3			$	531			1			$	276
Issuance of common stock for Series D preferred dividends			-		0		-		0		-		0	-		0		-			-				-			-				-			-				-			-
Issuance of common stock for Series E preferred dividends																			-				-			-				-			-				-			-				-
Series G redemption			-		0		-		0		-		0	-		0		-			-				-			-				-			-				-			-
Issuance of common stock to finders			-		0		-		0		-		0	-		0
Issuance of warrants to consultants			-		0		-		0		-		0	-		0
Stock-based compensation			-		0		-		0		-		0	-		0		-			-				-			-				-			-				-			-
Accrued preferred dividends			-		0		-		0		-		0	-		0		-			-				-			-				-			-				-			-
Net loss			-		0		-		0		-		0	-		0
Balance at June 30, 2021			-	$	105		1	$	170		3	$	531	1	$	276
Net income																			-				-			-				-			-				-			-				-
Balance at September 30, 2021																			-			$	105			1			$	170			3			$	531			1			$	276

Preferred Stock

Preferred Stock

Preferred Stock

Preferred Stock

Series E
Series F
Series F-2
Series G

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Balance at March 31, 2021

2

$ 1,639

1

$ 1,195

-

$ 0

153

$ 0

Series F preferred offering

-

0

-

0

-

0

-

0

Series F-2 preferred offering

-

0

-

0

1

404

-

0

Conversion of debt and expenses for Series F-2 preferred stock

-

0

-

0

2

2,559

-

0

Issuance of common stock for Series D preferred dividends

-

0

-

0

-

0

-

0

Series G redemption

-

0

-

0

-

0

(91 )

0

Issuance of common stock to finders

-

0

-

0

-

0

-

0

Issuance of warrants to consultants

-

0

-

0

-

0

-

0

Stock-based compensation

-

0

-

0

-

0

-

0

Accrued preferred dividends

-

0

-

0

-

0

-

0

Net loss

-

0

-

0

-

0

-

0

Balance at June 30, 2021

2

$ 1,639

1

$ 1,195

3

$ 2,963

62

$ -

	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series E				Series F				Series F-2				Series G
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount
Balance at June 30, 2021		2	$	1,639		1	$	1,195		3	$	2,963		62		$	-
Issuance of common stock for Series D preferred dividends		-		-		-		-		-		-		-			-
Issuance of common stock for Series E preferred dividends		-		-		-		-		-		-		-			-
Series G redemption		-		-		-		-		-		-		(62	)		-
Stock-based compensation		-		-		-		-		-		-		-			-
Accrued preferred dividends		-		-		-		-		-		-		-			-
Net income		-		-		-		-		-		-		-			-
Balance at September 30, 2021		2	$	1,639		1	$	1,195		3	$	2,963		-		$	-

Additional

Common Stock

Paid-In

Treasury

Accumulated

Shares

Amount

Capital

Stock

Deficit

Total

Balance at March 31, 2021

13,180

$ 3,403

$ 125,489

$ (132 )

$ (140,668 )

$ (7,992 )
Series F preferred offering

-

0

0

0

0

0

Series F-2 preferred offering

-

0

0

0

0

404

Conversion of debt and expenses for Series F-2 preferred stock

-

0

0

0

2,559

Issuance of common stock for Series D preferred dividends

19

0

14

0

0

14

Series G redemption

-

0

0

0

0

0

Issuance of common stock to finders

98

0

54

0

0

54

Issuance of warrants to consultants

-

0

736

0

0

736

Stock-based compensation

-

0

60

0

0

60

Accrued preferred dividends

-

0

0

0

(125 )

(125 )
Net loss

0

0

0

(1,034 )

(1,034 )
Balance at June 30, 2021

13,297

$ 3,403

$ 126,353

$ (132 )

$ (141,827 )

$ (5,324 )

~~The accompanying notes are an integral part of these consolidated financial statements.~~

~~Table of Contents~~

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2021
(unaudited, in thousands)
Preferred Stock
Preferred Stock
Preferred Stock
Preferred Stock
Series C
Series C1
Series C2
Series D
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Balance at December 31, 2020
- $ 105 1 $ 170 3 $ 531 1 $ 276
Series F preferred offering
- 0 - 0 - 0 - 0
Series F-2 preferred offering
- 0 - 0 - 0 - 0
Conversion of debt and expenses for Series F-2 preferred stock
- 0 - 0 - 0 - 0
Issuance of common stock for Series D preferred dividends
- 0 - 0 - 0 - 0
Series G preferred offering
- 0 - 0 - 0 - 0
Series G redemption
- 0 - 0 - 0 - 0
Issuance of common stock to finders
- 0 - 0 - 0 - 0
Issuance of warrants to consultants
- 0 - 0 - 0 - 0
Conversions of warrants from liability to equity
- 0 - 0 - 0 - 0
Stock-based compensation
- 0 - 0 - 0 - 0
Accrued preferred dividends
- 0 - 0 - 0 - 0
Net loss
- 0 - 0 - 0 - 0
Balance at June 30, 2021
- $ 105 1 $ 170 3 $ 531 1 $ 276

Preferred Stock

Preferred Stock

Preferred Stock

Preferred Stock

Series E

Series F

Series F-2

Series G

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Balance at December 31, 2020

2

$ 1,639

-

$ 0

-

$ 0

-

$ 0

Series F preferred offering

-

0

1

1,195

-

0

-

0

Series F-2 preferred offering

-

0

-

0

1

404

-

0

Conversion of debt and expenses for Series F-2 preferred stock

-

0

-

0

2

2,559

-

0

Issuance of common stock for Series D preferred dividends

-

0

-

0

-

0

-

0

Series G preferred offering

-

0

-

0

-

0

153

0

Series G redemption

-

0

-

0

-

0

(91 )

0

Issuance of common stock to finders

-

0

-

0

-

0

-

0

Issuance of warrants to consultants

-

0

-

0

-

0

-

0

Conversions of warrants from liability to equity

-

0

-

0

-

0

-

0

Stock-based compensation

-

0

-

0

-

0

-

0

Accrued preferred dividends

-

0

-

0

-

0

-

0

Net loss

-

0

-

0

-

0

-

0

Balance at June 30, 2021

2

$ 1,639

1

$ 1,195

3

$ 2,963

62

$ 0

Additional

Common Stock

Paid-In
Treasury
Accumulated

Shares

Amount

Capital

Stock

Deficit

Total

Balance at December 31, 2020

13,138

$ 3,403

$ 123,109

$ (132 )

$ (139,956 )

$ (10,855 )
Series F preferred offering

-

0

0

0

0

1,195

Series F-2 preferred offering

-

0

0

0

0

404

Conversion of debt and expenses for Series F-2 preferred stock

-

0

0

0

2,559

Issuance of common stock for Series D preferred dividends

61

0

28

0

0

28

Series G preferred offering

-

0

0

0

0

0

Series G redemption

-

0

0

0

0

0

Issuance of common stock to finders

98

0

54

0

0

54

Issuance of warrants to consultants

-

0

1,285

0

0

1,285

Conversions of warrants from liability to equity

-

0

1,755

0

0

1,755

Stock-based compensation

-

0

122

0

0

122

Accrued preferred dividends

-

0

0

0

(177 )

(177 )
Net loss

0

0

0

(1,694 )

(1,694 )
Balance at June 30, 2021

13,297

$ 3,403

$ 126,353

$ (132 )

$ (141,827 )

$ (5,324 )

					Additional
	Common Stock				Paid-In		Treasury			Accumulated
	Shares		Amount		Capital		Stock			Deficit				Total
Balance at June 30, 2021		13,297	$	3,403	$	126,353	$	(132	)	$	(141,878	)	$	(7,992	)
Issuance of common stock for Series D preferred dividends		22		-		11		-			-			11
Issuance of common stock for Series E preferred dividends		288		-		118		-			-			118
Series G redemption		-		-		-		-			-			-
Stock-based compensation		-		-		56		-			-			56
Accrued preferred dividends		-		-		-		-			(119	)		(119	)
Net income				-		-		-			68			68
Balance at September 30, 2021		13,607	$	3,403	$	126,650	$	(132	)	$	(141,929	)	$	(7,746	)

The accompanying notes are an integral part of these consolidated financial statements.

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

Six Months Ended

June 30,

2022

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$ (1,432 )

$ (1,694 )
Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of debt issuance costs and discounts

78

236

Amortization of beneficial conversion feature

0

8

Stock based compensation

88

122

Change in fair value of warrants

0

(448 )
Change in fair value of derivative liability

(8 )

88

Amortization of lease right-of-use-asset

33

0

Expense for warrants issued to consultants

79

477

(Gain) loss from forgiveness of debt

(75 )

185

Other non-cash expenses (income)

157

0

Change in operating assets and liabilities:

         Accounts receivable

16

(2 )
         Inventory

2

(26 )
         Other current assets

317

24

         Other non-current assets

0

(17 )
         Accounts payable and accrued liabilities

74

15

         Lease liabilities

(32 )

0

         Deferred revenue

175

20

                  NET CASH USED IN OPERATING ACTIVITIES

(528 )

(1,012 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

(31 )

(5 )

CASH FLOWS FROM FINANCING ACTIVITIES:

       Proceeds from warrant exercises

495

0

       Payments made on notes payable

(133 )

(1,368 )
Proceeds from debt financing, net of discounts and debt issuance costs

0

1,044

       Note payable default penalty

0

56

       Proceeds from Series F offering, net of costs

0

1,436

       Proceeds from Series F-2 offering, net of costs

0

539

       Proceeds from Series G offering, net of costs

0

125

       Redemption of Series G preferred stock

0

(75 )
                 NET CASH PROVIDED BY FINANCING ACTIVITIES

362

1,757

NET CHANGE IN CASH

(197 )

740

Cash at beginning of period

643

182

CASH AT END OF PERIOD

$ 446

$ 922

SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:

Cash paid for interest

$ 14

$ 541

SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:

Dividends on preferred stock

$ 629

$ 177

Settlement of interest through common stock issuance

$ 81

$ -

Issuance of series F-2 preferred stock
��
$ 0

$ 2,559

Issuance of warrants to finders in connection with Series F and Series F-2 preferred stock

$ 0

$ 377

Settlement of dividends through common stock issuance

$ 646

$ 31

Settlement of accounts payable through common stock issuance

$ 0

$ 24

Warrants exchanged for fixed price warrants

$ 0

$ 1,755

Conversion of Series D Preferred Shares into Common Stock

$ 118

$ 0

Conversion of Series E Preferred Shares into Common Stock

$ 800

$ 0

Conversion of Series F Preferred Shares into Common Stock

$ 296

$ 0

Conversion of Series F-2 Preferred Shares into Common Stock

$ 426

$ 0

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2021
(unaudited, in thousands)

	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series C				Series C1				Series C2				Series D
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at December 31, 2020		-	$	105		1	$	170		3	$	531		1	$	276
Series F preferred offering		-		-		-		-		-		-		-		-
Series F-2 preferred offering		-		-		-		-		-		-		-		-
Conversion of debt and expenses for Series F-2 preferred stock		-		-		-		-		-		-		-		-
Issuance of common stock for Series D preferred dividends		-		-		-		-		-		-		-		-
Issuance of common stock for Series E preferred dividends		-		-		-		-		-		-		-		-
Series G preferred offering		-		-		-		-		-		-		-		-
Series G redemption		-		-		-		-		-		-		-		-
Issuance of common stock to finders		-		-		-		-		-		-		-		-
Issuance of warrants to consultants		-		-		-		-		-		-		-		-
Warrants issued		-		-		-		-		-		-		-		-
Conversions of warrants from liability to equity		-		-		-		-		-		-		-		-
Stock-based compensation		-		-		-		-		-		-		-		-
Accrued preferred dividends		-		-		-		-		-		-		-		-
Net loss		-		-		-		-		-		-		-		-
Balance at September 30, 2021		-	$	105		1	$	170		3	$	531		1	$	276

	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series E				Series F				Series F-2				Series G
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount
Balance at December 31, 2020		2	$	1,639		-	$	-		-	$	-		-		$	-
Series F preferred offering		-		-		1		1,195		-		-		-			-
Series F-2 preferred offering		-		-		-		-		1		404		-			-
Conversion of debt and expenses for Series F-2 preferred stock		-		-		-		-		2		2,559		-			-
Issuance of common stock for Series D preferred dividends		-		-		-		-		-		-		-			-
Issuance of common stock for Series E preferred dividends		-		-		-		-		-		-		-			-
Series G preferred offering		-		-		-		-		-		-		153			-
Series G redemption		-		-		-		-		-		-		(153	)		-
Issuance of common stock to finders		-		-		-		-		-		-		-			-
Issuance of warrants to consultants		-		-		-		-		-		-		-			-
Warrants issued		-		-		-		-		-		-		-			-
Conversions of warrants from liability to equity		-		-		-		-		-		-		-			-
Stock-based compensation		-		-		-		-		-		-		-			-
Accrued preferred dividends		-		-		-		-		-		-		-			-
Net loss		-		-		-		-		-		-		-			-
Balance at September 30, 2021		2	$	1,639		1	$	1,195		3	$	2,963		-		$	-

Table of Contents

					Additional
	Common Stock				Paid-In			Treasury		Accumulated
	Shares		Amount		Capital		Stock			Deficit			Total
Balance at December 31, 2020		13,138	$	3,403	$	123,109	$	(132	)	$	(139,956	)	$	(10,855	)
Series F preferred offering		-		-		-		-			-			1,195
Series F-2 preferred offering		-		-		-		-			-			404
Conversion of debt and expenses for Series F-2 preferred stock		-		-		-		-						2,559
Issuance of common stock for Series D preferred dividends		83		-		39		-			-			39
Issuance of common stock for Series E preferred dividends		288		-		118		-			-			118
Series G preferred offering		-		-		-		-			-			-
Series G redemption		-		-		-		-			-			-
Issuance of common stock to finders		98		-		54		-			-			54
Issuance of warrants to consultants		-		-		1,093		-			-			1,093
Warrants issued		-		-		304		-			-			304
Conversions of warrants from liability to equity		-		-		1,755		-			-			1,755
Stock-based compensation		-		-		178		-			-			178
Accrued preferred dividends		-		-		-		-			(296	)		(296	)
Net loss				-		-		-			(1,626	)		(1,626	)
Balance at September 30, 2021		13,607	$	3,403	$	126,650	$	(132	)	$	(141,878	)	$	(5,078	)

The accompanying notes are an integral part of these consolidated financial statements.

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

	Nine Months ended
	September 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,534	)	$	(1,626	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1			1
Amortization of debt issuance costs and discounts		111			250
Amortization of beneficial conversion feature		-			37
Stock based compensation		132			178
Change in fair value of warrants		-			(448	)
Extinguishment of derivative liability		-			(84	)
Change in fair value of derivative liability		(13	)		89
Amortization of lease right-of-use-asset		50			66
Expense for warrants issued to consultants		865			585
Gain from extinguishment of debt		(345	)		(578	)
Other non-cash expenses		156			109
Change in operating assets and liabilities:
Accounts receivable		16			-
Inventory		(25	)		14
Other current assets		332			(88	)
Other non-current assets		-			(17	)
Accounts payable and accrued liabilities		(7	)		(435	)
Lease liabilities		(51	)		(41	)
Deferred revenue		172			237
NET CASH USED IN OPERATING ACTIVITIES		(1,140	)		(1,751	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(28	)		(10	)
NET CASH USED FOR INVESTING ACTIVITIES		(28	)		(10	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from warrant exercises		495			-
Proceeds from debt financing		-			1,248
Payments made on notes payable		(465	)		(1,415	)
Payments of debt issuance costs		-			(86	)
Note payable default penalty		-			398
Proceeds from issuances of common stock, net of costs		1,396			-
Proceeds from issuances of warrants, net of costs		1,796			-
Proceeds from Series F offering, net of costs		-			1,436
Proceeds from Series F-2 offering, net of costs		-			539
Proceeds from Series G offering, net of costs		-			125
Redemption of Series G preferred stock		-			(125	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		3,222			2,120

NET CHANGE IN CASH		2,054			359

Cash at beginning of period		643			182

CASH AT END OF PERIOD	$	2,697		$	541

SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:
Cash paid for interest	$	89		$	552

SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:
Dividends on preferred stock	$	581		$	296
Settlement of interest through common stock issuance	$	151		$	-
Debt from related parties exchanged for Preferred series F-2 shares	$	-		$	323
Issuance of series F-2 preferred stock	$	-		$	2,236
Issuance of warrants to finders in connection with Series F and Series F-2 preferred stock	$	-		$	377
Settlement of dividends through common stock issuance	$	722		$	157
Settlement of accounts payable through common stock issuance	$	-		$	62
Warrants exchanged for fixed price warrants	$	-		$	1,755
Warrants issued with debt	$	-		$	304
Conversion of Series D Preferred Shares into common stock	$	118		$	-
Conversion of Series E Preferred Shares into common stock	$	800		$	-
Conversion of Series F Preferred Shares into common stock	$	296		$	-
Conversion of Series F-2 Preferred Shares into common stock	$	2,473		$	-
Directors and officers insurance obtained with financing	$	124		$	-

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION

Guided Therapeutics, Inc. (formerly SpectRx, Inc.), together with its wholly owned subsidiary, InterScan, Inc. (formerly Guided Therapeutics, Inc.), collectively referred to herein as the ~~“Company“~~“Company”, is a medical technology company focused on developing innovative medical devices that have the potential to improve healthcare. The Company’s primary focus is the continued commercialization of its LuViva non-invasive cervical cancer detection device and extension of its cancer detection technology into other cancers, including esophageal. The Company’s technology, including products in research and development, primarily relates to biophotonics technology for the non-invasive detection of cancers.

During the year ended December 31, 2021, the Board simultaneously approved a 1-for-20 reverse stock split of our common stock and decreased the total number of authorized common shares to 500,000,000. On November 18, 2021, the Company submitted an Issuer Company Related Action Notification regarding the reverse stock split to the Financial Industry Regulatory Authority (“~~FINRA“~~FINRA”). On July 25, 2022, the Company filed a Certificate of Correction with the Secretary of State of Delaware to render null and void ab initio the Reverse Split Amendment and as a result, the Reverse Split was deemed null and void.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“~~GAAP“~~GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (“~~SEC“~~SEC”) pursuant to Section 13 or 15(d) under the Securities Exchange Act of 1934. The December 31, 2021 balances reported herein are derived from the audited consolidated financial statements for the year ended December 31, 2021. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company as of ~~June~~September 30, 2022 and December 31, 2021, and the consolidated results of operations and cash flows for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2022 and 2021 have been included.

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~~September 30, 2022, it had an accumulated deficit of approximately ~~$144.4~~$145.5 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 for the foreseeable future 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.

The Company is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment. The Company’s principal decision makers are the Chief Executive Officer and its Chief Financial Officer. Management believes that its business operates as one reportable segment because: a) the Company measures profit and loss as a whole; b) the principal decision makers do not review information based on any operating segment; c) the Company does not maintain discrete financial information on any specific segment; d) the Company has not chosen to organize its business around different products and services, and e) the Company has not chosen to organize its business around geographic areas.

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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.

At ~~June~~September 30, 2022, the Company had a negative working capital of approximately ~~$4.9~~$1.8 million, accumulated deficit of ~~$144.4~~$145.5 million and incurred a net loss including preferred dividends of ~~$2.1~~$3.1 million for the ~~six~~nine months then ended. Stockholders’ deficit totaled approximately ~~$5.8~~$2.7 million at ~~June~~September 30, 2022, primarily due to recurring net losses from operations.

During the ~~six-month~~nine-month period ended ~~June~~September 30, 2022, the Company raised ~~$0.5~~$3.2 million from the sale of common stock and warrants (net of expenses), and $495 thousand of proceeds from warrant exercises. The Company will need to continue to raise capital in order to provide funding for its operations and FDA approval process. If sufficient capital cannot be raised, the Company will continue its plans of curtailing operations by reducing discretionary spending and staffing levels and attempting to operate by only pursuing activities for 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 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 not possible, be unable to continue operations, and to the extent practicable, liquidate and/or file for bankruptcy protection.

The Company had warrants exercisable for approximately ~~24.7~~40.1 million shares of its common stock outstanding at ~~June~~September 30, 2022, with exercise prices ranging between $0.15 and $0.80 per share. Exercises of in-the-money warrants would generate a total of approximately ~~$4.2~~$8.6 million in cash, assuming full exercise, although the Company cannot be assured that holders will exercise any warrants. Management may obtain additional funds through the public or private sale of debt or equity, and grants, if available.

2. SIGNIFICANT ACCOUNTING POLICIES

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.

Accounting Standard Updates

A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any that the implementation of such proposed standards would have 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 a cash equivalent.

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Accounts Receivable

The Company performs periodic credit evaluations of its distributors’ 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. Uncollectibility is determined based on the determination that a distributor will not be able to make payment and the time frame has exceeded one year. The Company does not accrue interest receivables 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.

Inventory Valuation

All inventories are stated at lower of cost or net realizable value, with cost determined substantially on a “first-in, ~~first-out“~~first-out” basis. Selling, general, and administrative expenses are not inventoried, but are charged to expense when incurred. The following is a summary of the Company’s inventories as of ~~June~~September 30, 2022 and December 31, 2021:

	(in thousands)						(in thousands)
	June 30,			December 31,			September 30,			December 31,
	2022				2021		2022			2021

Raw materials	$	1,252		$	1,255		$	1,274		$	1,255
Work-in-progress		70			69			70			69
Finished goods		32			32			37			32
Inventory reserve		(785	)		(785	)		(785	)		(785	)

Total inventory	$	569		$	571		$	596		$	571

The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold.

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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 amortized at the shorter of the useful life of the asset or the remaining lease term. Depreciation and amortization expense are included in general and administrative expense on the statement of operations. Expenditures for repairs and maintenance are expensed as incurred. The following is a summary of the Company’s property and equipment at ~~June~~September 30, 2022 and December 31, 2021:

		(in thousands)							(in thousands)
		June 30,			December 31,				September 30,			December 31,
		2022			2021				2022			2021

Equipment	Equipment	$	1,049		$	1,048		Equipment	$	1,085		$	1,048
Software	Software		652			652		Software		653			652
Furniture and fixtures	Furniture and fixtures		41			41		Furniture and fixtures		41			41
Leasehold improvements	Leasehold improvements		12			12		Leasehold improvements		12			12
Construction in progress	Construction in progress		39			8		Construction in progress		-			8

Subtotal	Subtotal		1,793			1,761		Subtotal		1,791			1,761
Less accumulated depreciation	Less accumulated depreciation		(1,748	)		(1,747	)	Less accumulated depreciation		(1,749	)		(1,747	)
Property, equipment and leasehold improvements, net	Property, equipment and leasehold improvements, net							Property, equipment and leasehold improvements, net
		$	45		$	14			$	42		$	14

Depreciation expense related to property and equipment for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 was not material.

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 debt liability consistent with the debt discount.

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 were not material for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

Leases

A lease provides the lessee the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

Where an operating lease contains extension options that the Company is reasonably certain to exercise, the extension period is included in the calculation of the right-of-use assets and lease liabilities.

The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes its secured borrowing rate. Right-of-use assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both right-of-use assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions or covenants. See Note 7 – Commitments and Contingencies.

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Accrued Liabilities

Accrued liabilities as of ~~June~~September 30, 2022 and December 31, 2021 are summarized as follows:

	(in thousands)				(in thousands)
	June 30, 2022		December 31, 2021		September 30, 2022			December 31, 2021

Compensation	$	544	$	621	$	488	$	621
Professional fees		53		98		126		98
Stock Subscription Payable		0		351
Stock subscription payable						-		351
Interest		211		261		182		261
Vacation		41		39		42		39
Preferred dividends		327		349		190		349
Other accrued expenses		30		49		22		49

Total	$	1,206	$	1,768	$	1,050	$	1,768

Stock Subscription Payable

Cash received from investors for common stock shares that have not yet been issued is recorded as a liability, which is presented within Accrued Liabilities on the consolidated balance sheet.

Revenue Recognition

ASC 606, Revenue from Contracts with Customers, establishes a single and comprehensive framework which sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, revenue-based revenue recognition around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed in determining whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps:

	·	Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled.

	·	Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract.

	·	Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties.

	·	Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted.

	·	Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date.

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The Company did not recognize material revenues during the ~~six-month~~nine-month periods ended ~~June~~September 30, 2022 or 2021. The Company’s revenues do not require significant estimates or judgments. The Company is not party to contracts that include multiple performance obligations or material variable consideration.

~~Table of Contents~~

Contract Balances

The Company defers payments received as revenue until earned based on the related contracts and applying ASC 606 as required. As of ~~June~~September 30, 2022 and December 31, 2021, deferred revenue was ~~approximately $512,557~~$509,101 and $337,315, respectively.

Significant Distributors

As of ~~June~~September 30, 2022, accounts receivable outstanding was approximately ~~$155,046.~~$77,634. The gross outstanding amount was netted against a ~~$125,584~~$48,172 allowance, leaving a balance of $29,462 which was from two distributors. As of December 31, 2021, accounts receivable outstanding was $171,153; the outstanding amount was netted against a $125,584 allowance, leaving a balance of $45,569, which was from two distributors.

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 provision for income taxes is determined in accordance with ASC 740, “Income Taxes“”. The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expense are expected to be settled in our income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company has filed its 2021 federal and state corporate tax returns. The Company has entered into an agreed upon payment plan with the IRS for delinquent payroll taxes. The Company has an established payment arrangement for its delinquent state income taxes with the State of Georgia. Although the Company has been experiencing recurring losses, it is obligated to file tax returns for compliance with IRS regulations and that of applicable state jurisdictions. At ~~June~~September 30, 2022, the Company had approximately $61.6 million of net operating losses carryforward available. 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.

The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations.

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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 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.

Stock Based Compensation

The Company accounts for its stock-based awards in accordance with ASC Subtopic 718, “Compensation – Stock Compensation“”, which requires fair value measurement on the grant date and recognition of compensation expense for all stock-based payment awards made to employees and directors. The Company determines the fair value of stock options using the Black-Scholes model. The fair value of restricted stock awards is based upon the quoted market price of the common shares on the date of grant. The fair value of stock-based awards is expensed over the requisite service periods of the awards. The Company accounts for forfeitures of stock-based awards as they occur.

The Black-Scholes option pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future.

Derivatives

The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.

3. FAIR VALUE OF FINANCIAL INSTRUMENTS

The guidance for fair value measurements, ASC 820, 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.

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The Company records its derivative activities at fair value. As of ~~June~~September 30, 2022 we had one instrument that we valued for the derivative liability associated with the bifurcated conversion option of a loan due to Auctus Funds, LLC (“Auctus”) in the ~~Auctus loan for $400,000.~~amount of $298,884. There was no movement of instruments between fair value hierarchy tiers during the ~~six~~nine months ended ~~June~~September 30, 2022.

The following tables present the fair value of those liabilities measured on a recurring basis as of ~~June~~September 30, 2022 and December 31, 2021:

	Fair Value at June 30, 2022 (in thousands)										Fair Value at September 30, 2022 (in thousands)
	Level 1		Level 2		Level 3			Total			Level 1		Level 2		Level 3			Total

Derivative liability/bifurcated conversion option in connection with Auctus $400,000 loan on December 17, 2019	$	0	$	0	$	(24	)	$	(24	)
Derivative liability/bifurcated conversion option in connection with Auctus $328,941 loan on December 17, 2019											$	-	$	-	$	(19	)	$	(19	)

Total short-term liabilities at fair value	$	0	$	0	$	(24	)	$	(24	)	$	-	$	-	$	(19	)	$	(19	)

	Fair Value at December 31, 2021 (in thousands)
	Level 1		Level 2		Level 3			Total			Fair Value at December 31, 2021 (in thousands)
											Level 1		Level 2		Level 3			Total
Derivative liability/bifurcated conversion option in connection with Auctus $400,000 loan on December 17, 2019		0		0		(32	)		(32	)		-		-		(32	)		(32	)

Total long-term liabilities at fair value	$	0	$	0	$	(32	)	$	(32	)	$	-	$	-	$	(32	)	$	(32	)

The following is a summary of changes to Level 3 instruments during the ~~six~~nine months ended ~~June~~September 30, 2022:

	(in thousands)
	Senior Secured		Derivative			Total			(in thousands)
									Senior Secured		Derivative			Total
Balance, December 31, 2021	$	0	$	(32	)	$	(32	)	$	-	$	(32	)	$	(32	)
Change in fair value during the period		0		8			8			-		13			13

Balance, June 30, 2022	$	0	$	(24	)	$	(24	)
Balance, September 30, 2022									$	-	$	(19	)	$	(19	)

4. STOCKHOLDERS’ DEFICIT

Recent Sales of Securities

On September 1, 2022, the Company entered into certain Securities Purchase Agreements (the “Agreement”) with certain accredited investors (the “Investors”), including Richard Blumberg, Michael James and John Imhoff, each a member of the Company’s Board of Directors, pursuant to which the Company issued 6,636,540 shares of its common stock, four year warrants to purchase an aggregate of 6,636,540 shares of Common Stock at $0.50 per share and 6,636,540 shares of Common Stock at $0.65 per share (the “Warrants”) for an aggregate purchase price of $3,318,270 (the “Transaction”).

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The Company has agreed that, as soon as practicable after the Closing Date, the Company shall file a Registration Statement on the appropriate form providing for the resale by the Investors of the Shares and the shares of Common Stock underlying the Warrants (the “Warrant Shares” and collectively with the Shares and the Warrants, the “Securities”) with the Securities and Exchange Commission. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective within 120 days of closing all rounds of this offering and to keep such Registration Statement effective at all times until the earlier of the date that the Shares and Warrant Shares may be resold pursuant to Rule 144 (assuming cashless exercise of the Warrants) and the date that no Investor owns any Securities. In the event that the Registration Statement is not effective on the 121st day following the Closing Date, the Company shall issue to each Investor an additional number of shares of Common Stock equal to 10% of the Shares issued to such Investor and an additional number of shares of Common Stock equal to 5% of the Shares issued to such Purchaser on each monthly anniversary thereafter until the earlier of the date the Registration Statement is effective and the date that the Shares and Warrant Shares may be resold pursuant to Rule 144 (assuming cashless exercise of the Warrants). The Company may avoid these penalties if, prior to the 121st day following the closing date of the last round of the offering, it files an application to list the Common Stock on a recognized Canadian Stock Exchange. In addition, if there is no effective Registration Statement covering the Warrant Shares after 180^th day following the Closing Date, the Warrants may be exercised cashlessly as set forth in the Warrants.

After payment of all fees and expenses relating to the transaction, the Company received net proceeds of approximately $3.2 million. The primary use of proceeds is to fund the completion and filing of clinical study data needed for FDA approval of the Company’s LuViva Advanced Cervical Scan. Additional use of proceeds is to support international distribution partners to grow sales throughout the remainder of 2022 and into 2023, as well as for general and administrative expenses.

Common Stock

The Company has authorized 500,000,000 shares of common stock with $0.001 par value. As of ~~June~~September 30, 2022 and December 31, 2021, ~~27,583,473~~43,418,443 and 13,673,583 shares were issued and outstanding, respectively.

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During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued ~~13,909,890~~29,744,860 shares of common stock, as summarized below:

	Number of Shares
~~Issuance~~Issuances of common stock to investors		6,636,540
Issuances of common stock for warrants exercised		5,127,923
~~Issuance~~Issuances of common stock for payment of Series D Preferred dividends		~~48,397~~64,979
~~Issuance~~Issuances of common stock for payment of Series E Preferred dividends		~~62,662~~179,858
~~Issuance~~Issuances of common stock for payment of Series F Preferred dividends		162,436
~~Issuance~~Issuances of common stock for payment of Series F-2 Preferred dividends		114,304
~~Issuance~~Issuances of common stock for payment of interest		~~121,262~~241,914
~~Issuance~~Issuances of common stock for Series F one-time 15% dividend		255,401
~~Issuance~~Issuances of common stock for Series F-2 one-time 15% dividend		368,505
Conversion of Series D Preferred stock to common stock		975,000
Conversion of Series E Preferred stock to common stock		3,390,000
Conversion of Series F Preferred stock to common stock		1,420,000
Conversion of Series F-2 Preferred stock to common stock		~~1,864,000~~10,808,000
Issued during the ~~six~~nine months ended ~~June~~September 30, 2022		~~13,909,890~~29,744,860

Summary table of common stock share transactions:
Shares outstanding at December 31, 2021		13,673,583
Issued in 2022		~~13,909,890~~29,744,860
Shares outstanding at ~~June~~September 30, 2022		~~27,583,473~~43,418,443

Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock with a ~~$0.001~~$.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.

Series C Convertible Preferred Stock

The board designated 9,000 shares of preferred stock as Series C Convertible Preferred Stock, (the “Series C Preferred ~~Stock“~~Stock”). 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~~September 30, 2022 and December 31, 2021, there were 286 shares outstanding with a conversion price of $0.50 per share, such that each share of Series C preferred stock would convert into approximately 2,000 shares of the Company’s common stock; for a total convertible of 572,000 common stock shares, 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“~~Date”), payable in cash or, subject to certain conditions, the Company’s common stock. Unpaid accrued dividends were $120,120 as of ~~June~~September 30, 2022. Upon conversion of the Series C preferred stock prior to the Dividend End Date, the Company will also pay to the converting holder a “make-whole ~~payment“~~payment” equal to the number of unpaid dividends through the Dividend End Date on the converted shares. At ~~June~~September 30, 2022 and December 31, 2021, the “make-whole ~~payment“~~payment” for a converted share of Series C preferred stock would convert to 200 shares of the Company’s common stock.

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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.

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Series C1 Convertible Preferred Stock

The board designated 20,250 shares of preferred stock as Series C1 Preferred Stock, of which 1,049 shares were issued and outstanding at ~~June~~September 30, 2022 and December 31, 2021. In addition, some holders separately agreed to exchange each share of the Series C1 Preferred Stock held for one (1) share of the Company’s newly created Series C2 Preferred Stock. In total, for 3,262.25 shares of Series C1 Preferred Stock to be surrendered, the Company issued 3,262.25 shares of Series C2 Preferred Stock. At ~~June~~September 30, 2022 and December 31, 2021, shares of Series C2 had a conversion price of $0.50 per share, such that each share of Series C preferred stock would convert into approximately 2,000 shares of the Company’s common stock.

At ~~June~~September 30, 2022 and December 31, 2021, there were 1,049.25 shares outstanding with a conversion price of $0.50 per share, such that each share of Series C1 preferred stock would convert into approximately 2,000 shares of the Company’s common stock, for a total convertible of 2,098,500 common stock shares.

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.

Series C2 Convertible Preferred Stock

On August 31, 2018, the Company entered into agreements with certain holders of the Company’s Series C1 Preferred Stock, including the chairman of the Company’s board of directors, the Chief Operating Officer, and a director of the Company, pursuant to which those holders separately agreed to exchange each share of the Series C1 Preferred Stock held for one (1) share of the Company’s newly created Series C2 Preferred Stock. In total, for 3,262.25 shares of Series C1 Preferred Stock to be surrendered, the Company issued 3,262.25 shares of Series C2 Preferred Stock. At ~~June~~September 30, 2022 and December 31, 2021, shares of Series C2 had a conversion price of $0.50 per share, such that each share of Series C preferred stock would convert into approximately 2,000 shares of the Company’s common stock, for a total convertible of 6,524,500 common stock shares.

The terms of the Series C2 Preferred Stock are substantially the same as the Series C1 Preferred Stock, except that (i) shares of Series C1 Preferred Stock may not be convertible into the Company’s common stock by their holder for a period of 180 days following the date of the filing of the Certificate of Designation (the “Lock-Up ~~Period“~~Period”); (ii) the Series C2 Preferred Stock has the right to vote as a single class with the Company’s common stock on an as-converted basis, notwithstanding the Lock-Up Period; and (iii) the Series C2 Preferred Stock will automatically convert into that number of securities sold in the next Qualified Financing (as defined in the Exchange Agreement) determined by dividing the stated value ($1,000 per share) of such share of Series C2 Preferred Stock by the purchase price of the securities sold in the Qualified Financing.

Series D Convertible Preferred Stock

The Board designated 6,000 shares of preferred stock as Series D Preferred Stock, 438 and 763 of which remained outstanding as of ~~June~~September 30, 2022 and December 31, 2021, respectively. On January 8, 2021, the Company entered into a Stock Purchase Agreement with certain accredited investors (“the Series D ~~Investors“~~Investors”) pursuant to all obligations under the Series D Certificate of Designation. The Series D Investors included the Chief Executive Officer, Chief Operating Officer and a director of the Company. In total, for $763,000 the Company issued 763 shares of Series D Preferred Stock, 1,526,000 common stock shares, 1,526,000 common stock warrants, exercisable at $0.25, and 1,526,000 common stock warrants, exercisable at $0.75. Each Series D Preferred Stock is convertible into 3,000 common stock shares. The Series D Preferred Stock will have cumulative dividends at the rate per share of 10% per annum. The stated value and liquidation preference on the Series D Preferred Stock is $763. The 763 Series D Preferred Shares are convertible into debt at the option of the holder during a prescribed time period. If the Series D Preferred Shares are converted, the Series D preferences are surrendered and the debt is then secured by the Company’s assets. As of ~~June~~September 30, 2022, none of the remaining 438 Series D Preferred Shares have been converted to secured debt.

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Each share of Series D Preferred is convertible, at any time for a period of 5 years after issuance, into that number of shares of Common Stock, determined by dividing the Stated Value by $0.25, subject to certain adjustments set forth in the Series D Certificate of Designation (the “Series D Conversion ~~Price“~~Price”). The conversion of Series D Preferred is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder of the Series D Preferred. If the average of the VWAPs (as defined in the Series D Certificate of Designation) for any consecutive 5 trading day period (“Measurement ~~Period“~~Period”) exceeds 200% of the then Series D Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 1,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series D Preferred, for cash in an amount equal to aggregate Stated Value then outstanding plus accrued but unpaid dividends.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company entered into various agreements with Series D Preferred shareholders, pursuant to which each holder separately agreed to exchange their Series D Preferred shares into the Company’s common shares (in accordance with their existing Series D Preferred Share Agreements). In addition, the holders agreed to exchange 650,000 common stock warrants with a strike price of $0.25 for 650,000 warrants with a strike price of $0.20, which were required to be immediately exercised. The Company received $130,000 from the holders for exercises of the aforementioned warrants.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued 975,000 common stock shares for the conversion of 325 shares of Series D Preferred Stock. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued ~~48,397~~64,979 common stock shares for the payment of accrued Series D Preferred Stock dividends. As of ~~June~~September 30, 2022, the Company had accrued dividends for Series D preferred shares of $8,213.

Series E Convertible Preferred Stock

The Board designated 5,000 shares of preferred stock as Series E Preferred Stock, 888 and 1,736 of which remained outstanding as of ~~June~~September 30, 2022 and December 31, 2021, respectively. Each share of Series E Preferred is convertible, at any time for a period of 5 years after issuance, into that number of shares of Common Stock, determined by dividing the Stated Value by $0.25, subject to certain adjustments set forth in the Series E Certificate of Designation (the “Series E Conversion ~~Price“~~Price”). The conversion of Series E Preferred is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder of the Series E Preferred. If the average of the VWAPs (as defined in the Series E Certificate of Designation) for any consecutive 5 trading day period (“Measurement ~~Period“~~Period”) exceeds 200% of the then Series E Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 1,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series E Preferred, for cash in an amount equal to aggregate Stated Value then outstanding plus accrued but unpaid dividends.

Each share of Series E Preferred Stock has a par value of $0.001 per share and a Stated Value equal to $1,000, subject to increase set forth in its Certificate of Designation. Each holder of Series E Preferred Stock is entitled to receive cumulative dividends of 8% per annum, payable annually in cash or, following the listing of the Company’s common stock on certain Canadian trading markets and at the option of the Company, in shares of common stock.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued 3,390,000 common stock shares for the conversion of ~~847.50~~848 shares of Series E Convertible Preferred Stock. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued ~~62,662~~179,858 common stock shares for the payment of Series E Preferred Stock dividends accrued. As of ~~June~~September 30, 2022, the Company had accrued dividends for Series E preferred shares of ~~$57,934.~~$12,654.

Series F Convertible Preferred Stock

The Board designated 1,500 shares of preferred stock as Series F Preferred Stock, 1,071 and 1,426 of which were issued and outstanding as of ~~June~~September 30, 2022 and December 31, 2021, respectively. During 2021, the Company entered into a Stock Purchase Agreement with certain accredited investors (“the Series F ~~Investors“~~Investors”). In total, for $1,436,000 the Company issued 1,436 shares of Series F Preferred Stock. Each Series F Preferred Stock is convertible into 4,000 common stock shares. The Series F Preferred Stock is entitled to cumulative dividends at the rate per share of 6% per annum. The stated value on the Series F Preferred Stock is $1,000.

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Each share of Series F Preferred is convertible, at any time for a period of 5 years after issuance, into that number of shares of Common Stock, determined by dividing the Stated Value by $0.25, subject to certain adjustments set forth in the Series F Certificate of Designation (the “Series F Conversion ~~Price“~~Price”). The conversion of Series F Preferred is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder of the Series F Preferred. If the average of the VWAPs (as defined in the Series F Certificate of Designation) for any consecutive 5 trading day period (“Measurement ~~Period“~~Period”) exceeds 200% of the then Series F Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 1,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series F Preferred, for cash in an amount equal to aggregate Stated Value then outstanding plus accrued but unpaid dividends.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued 1,420,000 common stock shares for the conversion of 355 shares of Series F Preferred stock and 162,436 common stock shares for the payment of annual Series F Preferred Stock dividends. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued 255,401 common stock shares for the payment of a one-time, non-recurring 15% dividend to the Series F Preferred shareholders (as required by the Series F Certificate of Designation, in the event the Company did not uplist to the NASDAQ stock exchange or file its clinical data intended for FDA approval of LuViva by December 31, 2021). As of ~~June~~September 30, 2022, the Company had accrued dividends for Series F Preferred shares of ~~$16,878.~~$32,943.

Series F-2 Convertible Preferred Stock

The Company was oversubscribed for its Series F Convertible Preferred Stock, resulting in the requirement to file an additional Certificate of Designation for Series F-2 Convertible Preferred Stock with substantially the same terms as the Series F Convertible Preferred Stock. The Board designated 3,500 shares of preferred stock as Series F-2 Preferred Stock, ~~2,771~~535 and 3,237 of which were issued and outstanding as of ~~June~~September 30, 2022 and December 31, 2021, respectively. During 2021, the Company entered into a Stock Purchase Agreement with certain accredited investors (“the Series F-2 ~~Investors“~~Investors”). In total, for $678,000 the Company issued 678 shares of Series F-2 Preferred Stock. In addition, the Company exchanged outstanding debt of $2,559,000 for 2,559 shares of Series F-2 Preferred Stock. Each Series F-2 Preferred Stock is convertible into 4,000 common stock shares. The Series F-2 Preferred Stock will have cumulative dividends at the rate per share of 6% per annum. The stated value on the Series F-2 Preferred Stock is $1,000.

Each share of Series F-2 Preferred is convertible, at any time for a period of 5 years after issuance, into that number of shares of Common Stock, determined by dividing the Stated Value by $0.25, subject to certain adjustments set forth in the Series F-2 Certificate of Designation (the “Series F-2 Conversion ~~Price“~~Price”). The conversion of Series F-2 Preferred is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holders of the Series F-2 Preferred. If the average of the VWAPs (as defined in the Series F-2 Certificate of Designation) for any consecutive 5 trading day period (“Measurement ~~Period“~~Period”) exceeds 200% of the then Series F-2 Conversion Price and the average daily trading volume of the Common Stock on the primary trading market exceeds 1,000 shares per trading day during the Measurement Period (subject to adjustments), the Company may redeem the then outstanding Series F-2 Preferred, for cash in an amount equal to aggregate Stated Value then outstanding plus accrued but unpaid dividends.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued ~~1,864,000~~10,808,000 common stock shares for the conversion of ~~466~~2,702 shares of Series F-2 Preferred stock and 114,304 common stock shares for the payment of annual Series F-2 Preferred Stock dividends. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued 368,505 common stock shares for the payment of a one-time, non-recurring 15% dividend to the Series F-2 Preferred shareholders (as required by the Series F-2 Certificate of Designation in the event the Company did not uplist to the NASDAQ stock exchange or file its clinical data intended for FDA approval of LuViva by December 31, 2021). As of ~~June~~September 30, 2022, the Company had accrued dividends for Series F-2 Preferred shares of ~~$123,743.~~$16,242.

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Powerup (Series G Convertible Preferred Stock)

During January 2021, the Company finalized an investment by Power Up Lending Group Ltd. Power Up invested $78,500, net to the Company is $75,000, for 91,000 shares of Series G preferred stock with additional tranches of financing up to $925,000 in the aggregate over the terms of the Series G preferred stock. Series G will be non-voting on any matters requiring shareholder vote. The Series G Preferred Stock will have cumulative dividends at the rate per share of 8% per annum. At any time during the period indicated below, after the date of the issuance of shares of Series G preferred stock, the Company will have the right, at the Company’s option, to redeem all of the shares of Series G preferred stock by paying an amount equal to: (i) the number of shares of Series G preferred stock multiplied by then stated value (including accrued dividends); (ii) multiplied by the corresponding percentage as follows: Day 1-60, 105%; Day 61-90, 110%; Day 91-120, 115%; and Day 121-180, 122%. After the expiration of the 180 days following the issuance date, except for mandatory redemption, the Company shall have no right to redeem the Series G preferred stock. Mandatory redemption occurs within 24 months. In addition, if the Company does not redeem the Series G preferred stock, then Power Up will have the option to convert to common stock shares. The variable conversion price will be the value equal to a discount of 19% off of the trading price; which is calculated as the average of the three lowest closing bid prices over the last fifteen trading days. The conversion of Series G Preferred is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder of the Series G Preferred. The Company has redeemed all of the Series G preferred stock and the balance is paid.

During February 2021, the Company finalized an investment by Power Up Lending Group Ltd. Power Up invested $53,500, net to the Company is $50,000, for 62,000 shares of Series G preferred stock with additional tranches of financing up to $925,000 in the aggregate over the terms of the Series G preferred stock. Series G will be non-voting on any matters requiring shareholder vote. The Series G Preferred Stock will have cumulative dividends at the rate per share of 8% per annum. At any time during the period indicated below, after the date of the issuance of shares of Series G preferred stock, the Company will have the right, at the Company’s option, to redeem all of the shares of Series G preferred stock by paying an amount equal to: (i) the number of shares of Series G preferred stock multiplied by then stated value (including accrued dividends); (ii) multiplied by the corresponding percentage as follows: Day 1-60, 105%; Day 61-90, 110%; Day 91-120, 115%; and Day 121-180, 122%. After the expiration of the 180 days following the issuance date, except for mandatory redemption, the Company shall have no right to redeem the Series G preferred stock. Mandatory redemption occurs within 24 months. In addition, if the Company does not redeem the Series G preferred stock then Power Up will have the option to convert to common stock shares. The variable conversion price will be the value equal to a discount of 19% off of the trading price; which is calculated as the average of the three lowest closing bid prices over the last fifteen trading days. The conversion of Series G Preferred is subject to a 4.99% beneficial ownership limitation, which may be increased to 9.99% at the election of the holder of the Series G Preferred.

Due to the mandatory redemption feature of the Series G preferred stock, the total amount of proceeds of $125,000 was recorded as a liability. On June 4, 2021, the Company redeemed the January 2021 investment of $75,000 for $114,597, this $39,597 difference was recorded as interest expense. On July 8, 2021, the Company redeemed the February 2021 investment of $50,000 for $78,094. The difference of $28,094 was recorded as interest expense. As of ~~June~~September 30, 2022 and December 31, 2021, the amount outstanding was nil.

Warrants

The following table summarizes transactions involving the Company’s outstanding warrants to purchase common stock for the ~~six~~nine months ended ~~June~~September 30, 2022:

	Warrants (Underlying Shares)			Weighted-Average Exercise Price Per Share		Warrants (Underlying Shares)			Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2021		27,669,634		$	0.29		27,669,634		$	0.29
Warrants issued							15,323,080			0.54
Warrants expired							(1,000	)		0.50
Warrants exercised		(2,934,324	)	$	0.17		(2,934,324	)		0.17
Outstanding, June 30, 2022		24,735,310		$	0.30
Outstanding, September 30, 2022							40,057,390		$	0.40

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During the ~~six~~three months ended ~~June~~September 30, 2022, the Company issued 13,273,080 warrants to investors (see “Recent Sales of Securities” above); the proceeds from which were allocated to the warrants on an allocated fair-value basis. Additionally, the Company issued 2,050,000 warrants to consultants as consideration for performing services. The expense for such warrants will be recognized on a pro-rata basis over the term of their respective agreements.

The Black-Scholes option pricing model was utilized to calculate the fair value of the warrants issued, with the following assumptions:

	September 30,
	2022
Expected term (years)	3.8 Years
Volatility		151.19	%
Risk-free interest rate		3.30	%
Dividend yield		0.00	%

During the nine months ended September 30, 2022, the Company issued 5,127,923 common shares for warrants exercised, 2,193,599 of which were for warrants exercised prior to December 31, ~~2022.~~2021. During December 31, 2021, the Company received approximately $351,000 from the holders for the exercise of 2,193,599 warrants, which was included in Accrued Liabilities as of December 31, 2021, pending issuance of the common shares.

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5. STOCK OPTIONS

The new Stock Plan (the ~~“Plan“~~“Plan”) allows for the issuance of incentive stock options, nonqualified stock options, and stock purchase rights. The exercise price of options was determined by the Company’s board of directors, but incentive stock options were 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 over four years and expire ten years from the date of grant. The plan provides for stock options to be granted up to 10% of the outstanding common stock shares.

There was no stock option activity during the ~~six~~nine months ended ~~June~~September 30, 2022. The following table summarizes the Company’s outstanding and exercisable stock options as of ~~June~~September 30, 2022:

Number of
Shares

Weighted-Average Exercise Price Per Share

Weighted-Average Remaining Contractual Life

Aggregate Intrinsic Value
of In-the -Money Options
(in thousands)

Options outstanding as of June 30, 2022

1,500,000

$ 0.49

8.0 years

$ 0

Options exercisable as of June 30, 2022

1,136,182

$ 0.49

8.0 years

$ 0

Number of Shares

Weighted-Average Exercise Price Per Share

Weighted-Average Remaining Contractual Life

Aggregate Intrinsic Value of In-the-Money Options

(in thousands)

Options outstanding as of September 30, 2022

1,500,000

0.49

7.8 years

Options exercisable as of September 30, 2022

1,227,136

0.49

7.8 years

The aggregate intrinsic value is calculated as the difference between the Company’s closing stock price as of ~~June~~September 30, 2022 and the exercise price, multiplied by the number of options. As of ~~June~~September 30, 2022, there was ~~$175,647~~$131,735 of unrecognized stock-based compensation expense. Such costs are expected to be recognized over a weighted average period of approximately one year. The weighted-average fair value of awards granted was nil and $0.47 during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period. ~~The Black-Scholes option pricing model and the following weighted-average assumptions were used to estimate the fair value of awards granted during the six months ended June 30, 2021:~~

	~~June 30,~~
	~~2021~~
~~Expected term (years)~~		~~10 years~~
~~Volatility~~		~~153.12~~	%
~~Risk-free interest rate~~		~~0.98~~	%
~~Dividend yield~~		~~0.00~~	%

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 year. As of ~~June~~September 30, 2022, and December 31, 2021, there was no accrual recorded for any potential losses related to pending litigation.

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7. COMMITMENTS AND CONTINGENCIES

Operating Leases

The below table presents total operating lease right-of-use assets and lease liabilities as of ~~June~~September 30, 2022:

	(in thousands)		(in thousands)
	June 30,		September 30,
	2022		2022
Operating lease right-of-use assets	$	338	$	321
Operating lease liabilities	$	360	$	343

The table below presents the maturities of operating lease liabilities as of ~~June~~September 30, 2022:

				(in thousands)
	(in thousands) Operating Lease Payments			Operating
				Lease Payments
2022 (remaining)	$	55		$	27
2023		112			112
2024		115			115
2025		118			118
2026		50			50
Total future lease payments		450			422
Less: discount		(90	)		(79	)
Total lease liabilities	$	360		$	343

The table below presents the weighted-average remaining lease term and discount rate used in the calculation of operating lease right-of-use assets and lease liabilities:

	~~Six~~Nine Months Ended ~~June~~September 30,
	~~2022~~
	2022
Weighted average remaining lease term (years)		~~3.9~~3.7
Weighted average discount rate		11.4	%

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. 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 (current director Richard Blumberg is the designee).

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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).

On January 22, 2020, the Company entered into a promotional agreement with ~~a related party,~~Blumberg & Bowles Consulting, LLC (“BB”), which is partially owned by Mr. Blumberg (a related party), to provide investor and public relations services for a period of two years. As compensation for these services, the Company will issue a total of 5,000,000 warrants, broken into four tranches of 1,250,000. The warrants have a strike price of $0.25 and are subject to vesting based upon the close of the Series D offering and a minimum share price based on the 30-day VWAP. If the minimum share price per the terms of the agreement is not achieved, the warrants will expire three years after the issuance date. The warrants were valued using the Black Scholes model on the grant date of January 22, 2020, which resulted in a total fair value of $715,000. The Company did not appropriately expense the services received in connection with this agreement in 2020. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company recognized $79,444 of consulting expenses as a result of this agreement. Unrecognized consulting expense to be recognized under this agreement is nil as of ~~June~~September 30, 2022. During the three months ended September 30, 2022, the Company issued 875,000 warrants to Mr. Blumberg and 375,000 warrants Lee Bowles, a partial owner of BB.

On March 10, 2021, the Company entered into a consulting agreement with Richard Blumberg. As a result of the consulting agreement Mr. Blumberg provided $350,000, which was recorded to subscription receivable, to the Company in exchange for the following: (1) on September 26, 2021, 900,000 3-year warrants with an exercise price of $0.30 and 400,000 common stock shares; (2) on March 26, 2022, 900,000 3-year warrants with an exercise price of $0.40 and 400,000 common stock shares; (3) on September 26, 2022, 900,000 3-year warrants with an exercise price of $0.50 and 400,000 common stock shares; and (4) on March 26, 2023, 900,000 3-year warrants with an exercise price of $0.60 and 400,000 common stock shares.

During the year ended December 31, 2021, the consulting agreement was amended to clarify that $350,000 is not intended to be debt and will not be required to be repaid in cash. ~~Additionally, issuance~~The Company confirmed an obligation to provide Mr. Blumberg with 950,000 fully transferrable warrants, which will expire on January 1, 2024 and have an exercise price of $0.25. Issuance of the warrants owed to Mr. Blumberg for his services is now predicated on the Company receiving funding receipts of $1,000,000, whether from a financing, series of financing, or gross sales. The amended agreement clarified that the warrants issued to Mr. Blumberg are compensation for services, which involve investor relations, marketing services and assisting the Company with obtaining financing. ~~The~~During the three months ended September 30, 2022, the Company ~~will recognize~~obtained the requisite funding receipts and began recording expense for the ~~services equal~~warrants, which will be issued to Mr. Blumberg over a period of 24 months subsequent to the ~~fair value~~financing. During the three months ended September 30, 2022, the Company recognized $200,959 of expense for the warrants issued to Mr. Blumberg, aswhich represents the ~~services are provided, which will coincide with~~pro-rata expense over the ~~successful execution~~service term of ~~a financing agreement over $1,000,000.~~his agreement.

Other Commitments

On July 24, 2019, Shandong Yaohua Medical Instrument Corporation (“~~SMI“~~SMI”), agreed to modify its existing agreement. Under the terms of this modification, the Company agreed to grant (1) exclusive manufacturing rights, excepting the disposable cervical guides for the Republic of Turkey, and the final assembly rights for Hungary, and (2) exclusive distribution and sales for LuViva in jurisdictions, subject to the following terms and conditions. First, SMI shall complete the payment for parts, per the purchase order, for five additional LuViva devices. Second, in consideration for the $885,144 that the Company received, SMI will receive 12,147 common stock shares. Third, SMI shall honor all existing purchase orders it has executed to date with the Company, in order to maintain jurisdiction sales and distribution rights. If SMI needs to purchase cervical guides, then it will do so at a cost including labor, plus ten percent markup. The Company will provide 200 cervical guides at no cost for the clinical trials. Fourth, the Company and SMI will make best efforts to sell devices after CFDA approval. With an initial estimate of year one sales of 200 LuViva devices; year two sales of 500 LuViva devices; year three sales of 1,000 LuViva devices; and year four sales of 1,250 LuViva devices. Fifth, SMI shall pay for entire costs of securing approval of LuViva with the Chinese FDA. Sixth, SMI shall arrange, at its sole cost, for a manufacturer in China to build tooling to support manufacturing. In addition, SMI retains the right to manufacture for China, Hong Kong, Macau and Taiwan, where SMI has distribution and sales rights. For each single-use cervical guide sold by SMI in the jurisdictions, SMI shall transfer funds to escrow agent at a rate of $1.90 per device chip. If within 18 months of the license’s effective date, SMI fails to achieve commercialization of LuViva in China, SMI shall no longer have any rights to manufacture, distribute or sell LuViva. Commercialization is defined as: filing an application with the Chinese FDA for the approval of LuViva; any assembly or manufacture of the devices or disposables that begins in China; and purchase of at least 10 devices and disposables for clinical evaluations and regulatory use and or sales in the jurisdictions.

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On August 12, 2021, the Company executed an amendment to its agreement with SMI, which established a payment schedule for the balance owed by SMI to the Company for outstanding purchase orders. The remaining balance owed for outstanding purchase orders was ~~$23,445~~$26,965 as of ~~June~~September 30, 2022. Under the terms of the amended agreement, the parties agreed that if by October 30, 2022, SMI fails to achieve commercialization of LuViva in China, SMI shall no longer have any rights to manufacture, distribute or sell LuViva. Although our Chinese partner SMI missed the date in the contract when they should have achieved commercialization, patients continue to be enrolled in the clinical studies in China which is sponsored and being paid for by SMI. We continue to work with SMI to finish the clinical study and are in discussions with them to provide additional time to achieve commercialization. We expect a revised contract reflecting these discussions to be signed in the fourth quarter of 2022.

On August 24, 2022, the Company entered into an agreement with Ironstone Capital Corp. and Alan Grujic (the “Advisory Group”) whereby the Advisory Group agreed to perform marketing and investor relations services over a term of twelve months, commencing on the closing of a financing of at least $2.5 million. In consideration for these services, the Company issued 800,000 warrants with an exercise price of $0.50 to Mr. Grujic, which were due within 10 business days of closing the financing transaction (the “Transaction”) that took place in September 2022 (see Note 4, “Recent sales of securities”). In the event the Company’s 20 trading day variable weighted average price (“VWAP”) exceeds $1.00 within one year of the closing of the financing, the Company will issue 600,000 warrants with an exercise price of $0.75 to Mr. Grujic. In the event the Company’s 20 trading day VWAP exceeds $1.50, the Company will issue an additional 600,000 warrants to Mr. Grujic. Once issued, the warrants vest immediately and will expire two years from the date of issuance. If the Company’s U.S. clinical study is not completed and filed with the U.S. FDA or if the Chinese NMPA (formerly Chinese FDA) approval is not granted by each due date for reaching each respective pricing milestone, then the due date for reaching each milestone shall be extended by six months. Pursuant to the agreement, the Company also agreed to pay the Advisory Group $2,000 per month for 12 months, starting the month after the closing of the Transaction.

The Company estimated the fair value of the 800,000 warrants issued in September 2022 using the Black-Scholes option pricing model and recognized expense of $364,800 for the warrants during the three months ended September 30, 2022.

The Company estimated the fair value of the warrants with market conditions using the Binomial Lattice model and recognized expense of $15,057 for the warrants (representing the pro rata expense over the expected term of the warrants) during the three months ended September 30, 2022.

Contingencies

The current outbreak of the Coronavirus SARS-CoV-2, the pathogen responsible for COVID-19, which has already had an impact on financial markets, could result in additional repercussions to the Company’s operating business, including but not limited to, the sourcing of materials for product candidates, manufacture of supplies for preclinical and/or clinical studies, delays in clinical operations, which may include the availability or the continued availability of patients for trials due to such things as quarantines, conduct of patient monitoring and clinical trial data retrieval at investigational study sites.

The future impact of the outbreak is highly uncertain and cannot be predicted, and the Company cannot provide any assurance that the outbreak will not have a material adverse impact on the Company’s operations or future results or filings with regulatory health authorities. The extent of the impact to the Company, if any, will depend on future developments, including actions taken to contain the coronavirus.

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The Russia-Ukraine conflict and the sanctions imposed in response to this crisis could result in repercussions to our operating business, including delays in obtaining regulatory approval to market our products in Russia. The future impact of the conflict is highly uncertain and cannot be predicted, and we cannot provide any assurance that the conflict will not have a material adverse impact on our operations or future results or filings with regulatory health authorities.

8. SHORT TERM NOTES PAYABLE

~~Short Term Notes Payable~~

~~At June 30,~~On July 4, 2022, ~~and December 31, 2021,~~ the Company ~~maintained short term notes payable~~entered into a premium finance agreement to ~~related and non-related parties~~finance its insurance policies totaling ~~approximately $28,285 and $87,615, respectively. These notes~~$123,889. Monthly payments of $11,409 are ~~short term, straight-line amortizing notes.~~due on the note, including interest incurred at a rate of 5.0%. The ~~notes carry annual interest rates between 4.3% and 16%, or 18% in the event~~note, which matures on May 4, 2023, had an outstanding balance of ~~default.~~$89,947 as of September 30, 2022.

On July 4, 2021, the Company entered into a premium finance agreement to finance its insurance policies totaling $117,560. The note required monthly payments of $11,968, including interest at 4.3%, until it matured in April of 2022. As of ~~June~~September 30, 2022, the outstanding balance was nil.

During 2019, the Company issued promissory notes to Mr. Cartwright totaling $45,829. The ~~note was~~notes were initially issued with 0% interest, however interest increased to 6.0% interest 90 days after the Company received $1,000,000 in financing proceeds. As of ~~June~~September 30, 2022, the balance on the notes was ~~$28,285.~~$17,154.

On December 21, 2016 and January 19, 2017, the Company issued promissory notes to Mr. Fowler, in the amounts of approximately $12,500 and $13,900. The notes were initially issued with 0% interest and then went into default with an interest rate of 18%. As part of the March 22, 2021 exchange agreement these notes were combined into one short term note payable of $26,400 and $18,718 in principal and interest of the two previous notes, respectively, for a total balance of $45,118. The aforementioned agreement brought the note current. The note carried a monthly payment of $3,850, including interest at 6.0%, until it matured in March of 2022. As of ~~June~~September 30, 2022, the outstanding balance was nil.

The following table summarizes short-term notes payable, including related parties:

	Short-term notes payable, including related parties
	September 30, 2022		December 31, 2021
Dr. Cartwright	$	17	$	34
Mr. Fowler		-		6
Premium Finance (insurance)		90		48
Short-term notes payable	$	107	$	88

The short-term notes payable due to related parties was $17,154 at September 30, 2022 and $39,900 of the $87,514 balance at December 31, 2021.

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~~The following table summarizes short-term notes payable, including related parties:~~

Short-term notes payable,
including related parties

June 30, 2022

December 31, 2021

Dr. Cartwright

$ 28

$ 34

Mr. Fowler

0

6

Premium Finance (insurance)

0

48

Short-term notes payable

$ 28

$ 88

~~The short-term notes payable due to related parties was $28,285 at June 30, 2022 and $39,900 of the $87,514 balance at December 31, 2021.~~

9. ~~SHORT-TERM~~AUCTUS CONVERTIBLE DEBT ~~INCLUDING NON-CONVERTIBLE PENALTY~~

~~Short-term Convertible Notes Payable, Including Debt in Default and Penalties~~

~~Auctus~~

On December 17, 2019, the Company entered into a securities purchase agreement and convertible note with Auctus. The convertible note issued to Auctus was for a total of $2.4 million. The note may not have been prepaid in whole or in part except as otherwise explicitly allowed. Any amount of principal or interest on the note which was not paid when due shall bore interest at the rate of the lessor of 24% or the maximum permitted by law (the “default ~~interest“~~interest”). The variable conversion prices equaled the lesser of: (i) the lowest trading price on the issue date, and (ii) the variable conversion price. The variable conversion price was 95% multiplied by the market price (the market price means the average of the five lowest trading prices during the period beginning on the issue date and ending on the maturity date), minus $0.04 per share, provided however that in no event could the variable conversion price be less than $0.15. If an event of default under this note occurred and/or the note was not extinguished in its entirety prior to December 17, 2020, the $0.15 price floor no longer applied.

~~The first tranche of $700,000 was received on December 2019, matured on December 17, 2021, and accrued interest at a rate of ten percent (10%). In connection with the first tranche of $700,000,~~On September 1, 2022, the Company ~~issued 7,500,000 warrants~~has agreed to ~~purchase common stock with~~exchange certain debt and equity owned by Auctus pursuant to an ~~exercise price of $0.20. The fair value of~~Exchange Agreement between the ~~warrants at the date of issuance was $745,972; $635,000 was allocated~~Company and Auctus (the “Exchange Agreement”). Immediately prior to the warrant liability and a loss of $110,972 was recorded at the date of issuance for the amount of the fair value in excess of the net proceeds received of $635,000. The $700,000 proceeds were received netExchange Agreement, Auctus held $1,228,183 of debt, issuance costs of $65,000 (net proceeds of $635,000, after administrative and legal expenses Company received $570,000). The Company used $65,000 of the proceeds to make a partial payment of the $89,250 convertible promissory note issued on July 3, 2018 to Auctus. The Company made a $700,000 payment on June 1, 2021, which resulted in aincluding early prepayment penalty of $350,000, ~~being assessed~~default premiums of $281,256, and $91,555 in interest payable. Auctus agreed to exchange the ~~Company, which remained outstanding as of June 30, 2022~~above balance for $710,911 in debt owed and ~~is not convertible. The Company recorded this prepayment penalty as a loss on extinguishment of debt. The prepayment penalty does not incur interest. As of June 30, 2022 and December 31, 2021,~~to revert the ~~outstanding amount of the note was nil.~~

On May 27, 2020 note to its original term. Auctus currently holds 8,775,000 warrants that are priced between $0.15 and $0.20, and for the ~~Company received~~value of $1,950,000, which includes the ~~second tranche~~value of the warrant and $350,000 in early prepayment penalty, agreed to exchange it for 3,900,000 common shares, warrants to purchase 3,900,000 common shares at $0.50 per share and warrants to purchase 3,900,000 common shares at $0.65 per share (the “Exchange”). Auctus agreed the equity instruments will be issued and exchanged in the ~~amount~~fourth quarter of ~~$400,000, from the December 17, 2019 securities purchase agreement and convertible note with Auctus. The net amount paid to the Company was $313,000. The note matured on May 27,~~ 2022 ~~and accrued interest at a rate of ten percent (10%~~(see Note 12, “Subsequent Events”). The note may not have been prepaid in whole or in part except as otherwise explicitly allowed. Any amount of principal or interest on the note which was was not paid when due incurred interest at the rateAs a result of the lessor of 24% or the maximum permitted by law (the “default interest“). The variable conversion prices shall equal the lesser of: (i) the lowest trading price on the issue date, and (ii) the variable conversion price. The variable conversion price shall mean 95% multiplied by the market price (the market price means the average of the five lowest trading prices during the period beginning on the issue date and ending on the maturity date), minus $0.04 per share. During the six months ended June 30, 2022, the Company incurredExchange Agreement, Auctus forgave a default penalty of ~~$225,444 for nonpayment~~$225,444. In addition, the Company made a repayment of $221,467 to Auctus pursuant to the terms of the ~~note at maturity,~~Exchange Agreement (the “Repayment”), of which ~~remained~~$161,184 was applied to principal and penalties and $60,283 was applied to interest payable. Following the Exchange and Repayment, the Company will make payments to Auctus in four installments, over an 18-month period. The first installment of $125,000 was paid on September 8, 2022, of which $101,116 was applied to outstanding asprincipal and $23,884 was applied to interest payable. The transaction was accounted for in accordance with ASC 470-60, Troubled Debt Restructurings (“TDR”) by Debtors. As a result of ~~June 30, 2022. The~~the Exchange Agreement, the Company recorded ~~this default penalty as interest expense. The penalty incurs interest at the default rate~~a gain on extinguishment of ~~24%.~~

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Asdebt of June 30, 2022 and December 31, 2021, $625,444 and $400,000 of principal remained outstanding, respectively. Accrued interest as of June 30, 2022 and December 31, 2021 was $13,760 and $64,778, respectively. Further, as of June 30, 2022 and December 31, 2020, the Company had unamortized debt issuance costs of nil and $13,586. As of June 30, 2022 and December 31, 2021, the estimated fair value of the derivative liability for the bifurcated conversion option was $23,825 and $31,889, respectively.

On June 30, 2020, we entered into a securities purchase agreement with Auctus Fund, LLC for the issuance and sale to Auctus of $112,750 in aggregate principal amount of a 12% convertible promissory note. On June 30, 2020, we issued the note to Auctus and issued 250,000 five-year common stock warrants at an exercise price of $0.16. On April 3, 2020, we received net proceeds of $100,000. The note matured on January 26, 2021 and accrued interest at a rate of 12% per year. We may not have prepaid the note, in whole or in part. After the 90^th calendar day after the issuance date and ending on the later of maturity date and the date of payment of the default amount, Auctus may convert the note, at any time, in whole or in part, provided such conversion does not provide Auctus with more than 4.99% of the outstanding common share stock. The conversion may be converted into shares of the our common stock, at a conversion price equal to the lesser of: (i) the lowest Trading Price$186,527 during the twenty-five (25) trading day period on the last trading prior to the issue date and (ii) the variable conversion price (55% multiplied by the market price, market price means the lowest trading price for the common stock during the twenty-five (25) trading day period ending on the latest complete trading day prior to the conversion date). Trading price is the lowest trade price on the trading market as reported. The note includes customary events of default provisions and a default interest rate of 24% per year. As of Junethree months ended September 30, 2022 and December 31, 2021, the outstanding balance on the note was $161,184 (which includes a default penalty of $48,434). Accrued interest as of June 30, 2022 and December 31, 2021 was $55,877 and $36,428, respectively.2022.

The following table summarizes the ~~Short-term~~Auctus Convertible Notes ~~Payable, including debt in default (in thousands):~~Payable:

	Short-term convertible notes payable , including debt in default
	June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Auctus Tranche 2	$	400	$	400		$	329	$	400
Auctus Tranche 2 default penalty		225		0
Auctus prepayment penalty		350		350			350		350
Auctus (March 31, 2020 Note)		161		161			-		161
Debt discount and issuance costs to be amortized		0		(14	)		-		(14	)
Convertible notes payable - short-term	$	1,136	$	897
Auctus convertible notes payable						$	679	$	897

As of ~~June~~September 30, 2022, $579,000 of the ~~$350,000 prepayment penalty was~~total balance owed to Auctus is included in “Short-term convertible notes payable, including non-convertible ~~penalty“ while~~penalty” within the unaudited consolidated balance sheet. The remaining ~~outstanding balances were~~balance is included in ~~“Convertible notes payable in default“~~“Long-term convertible debt” within the unaudited consolidated balance sheet. As of December 31, 2021, the $161,000 Auctus note was included in “Convertible notes payable in ~~default“~~default” while the remaining balances were included in “Short-term convertible notes payable, including non-convertible ~~penalty“~~penalty” within the consolidated balance sheet.

10. LONG-TERM DEBT

Long-term Debt – Related Parties

On July 14, 2018, the Company entered into an exchange agreement with Dr. Faupel, whereby Dr. Faupel agreed to exchange outstanding amounts due to him for loans, interest, bonus, salary and vacation pay in the amount of $660,895 for a $207,111 promissory note dated September 4, 2018. On July 20, 2018, the Company entered into an exchange agreement with Dr. Cartwright, whereby Dr. Cartwright agreed to exchange outstanding amounts due to him for loans, interest, bonus, salary and vacation pay in the amount of $1,621,499 for a $319,000 promissory note dated September 4, 2018 that incurs interest at a rate of 6% per annum.

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On July 24, 2019, Dr. Faupel and Mr. Cartwright agreed to an addendum to the debt restructuring exchange agreement and to modify the terms of the original exchange agreement. Under this modification Dr. Faupel and Mr. Cartwright agreed to extend the note to be due in full on the third anniversary of that agreement.

On February 19, 2021, the Company entered into new promissory notes replacing the original notes from September 4, 2018, with Mark Faupel and Gene Cartwright. For Dr. Cartwright the principal amount on the new note was $267,085, matures on February 18, 2023, and will accrue interest at a rate of 6.0%. For Dr. Faupel the principal amount on the new note was $153,178, matures on February 18, 2023, and will accrue interest at a rate of 6.0%. The modifications extended the maturity date on both of the notes.

On February 19, 2021, the Company exchanged $100,000 and $85,000 of long-term debt for Dr. Cartwright and Dr. Faupel in exchange for 100 and 85 shares of Series F2 Preferred Stock, respectively.

The table below summarizes the detail of the exchange agreement:

For Dr. Faupel:

Salary	$	134		$	134
Bonus		20			20
Vacation		95			95
Interest on compensation		67			67
Loans to Company		196			196
Interest on loans		149			149
Total outstanding prior to exchange		661			661

Amount forgiven in prior years		(454	)		(454	)
Amount exchanged for Series F-2 Preferred Stock		(85	)		(85	)
Total interest accrued through December 31, 2021		39			39
Balance outstanding at December 31, 2021	$	161		$	161

Interest accrued through June 30, 2022		5
Balance outstanding at June 30, 2022	$	166
Interest accrued through September 30, 2022					7
Balance outstanding at September 30, 2022				$	168

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For Dr. Cartwright

Salary	$	337		$	337
Bonus		675			675
Loans to Company		528			528
Interest on loans		81			81
Total outstanding prior to exchange		1,621			1,621

Amount forgiven in prior years		(1,302	)		(1,302	)
Amount exchanged for Series F-2 Preferred Stock		(100	)		(100	)
Total interest accrued through December 31, 2021		62			62
Balance outstanding at December 31, 2021	$	281		$	281

Interest accrued through June 30, 2022		8			12
Balance outstanding at June 30, 2022	$	289
Balance outstanding at September 30, 2022				$	293

On June 22, 2022, we entered into exchange agreements with Dr. Cartwright and Dr. Faupel. Pursuant to the agreements, $29,776 of related-party payables, $31,285 of short-term related-party debt and $8,939 of accrued expenses owed to these executives will be converted into shares of common stock and/or warrants valued at $70,000, upon successful completion of a financing of at least $4,000,000.

On March 22, 2021, the Company entered into an exchange agreement with Richard Fowler. As of December 31, 2020, the Company owed Mr. Fowler $546,214 ($412,624 in deferred salary and $133,590 in accrued interest). The Company exchanged $50,000 of the amount owed of $546,214 for 50 share of Series F-2 Preferred Shares (convertible into 200,000 common stock shares), and a $150,000 unsecured note. The note accrues interest at the rate of 6% (18% in the event of default) beginning on March 22, 2022 and is payable in monthly installments of $3,580 for four years, with the first payment due on March 15, 2022. The effective interest rate of the note is 6.18%. During the ~~six~~nine months ended ~~June~~September 30, 2022, Mr. Fowler forgave ~~$24,785~~$43,057 of the outstanding balance of deferred compensation and may forgive up to ~~$234,875~~$216,604 of the remaining deferred compensation if the Company complies with the repayment plan described above. The reduction in the outstanding balance met the criteria for troubled debt. The basic criteria are that the borrower is troubled, i.e., they are having financial difficulties, and a concession is granted by the creditor. The outstanding principal amount owed on the note was ~~$137,423~~$128,684 as of ~~June~~September 30, 2022, of which ~~$35,749~~$36,286 is included in “Current portion of long-term debt, related ~~parties“~~parties” and the remainder of which is included in “Long-term debt, related ~~parties“~~parties” on the consolidated balance sheets.

~~Table of Contents~~

Future debt obligations as of ~~June~~September 30, 2022 for debt owed to related parties are as follows (in thousands):

Year	Amount		Amount
2022	$	17	$	10
2023		492		498
2024		39		39
2025		41		41
2026		3		2
Thereafter		0
Total	$	592	$	590

As of ~~June~~September 30, 2022, ~~$490,278~~$497,170 of the debt owed to related parties is included in “Current portion of long-term debt, related ~~parties“~~parties” and ~~$101,674~~$92,399 is included in “Long-term debt, related ~~parties“~~parties” within the unaudited consolidated balance sheet. As of December 31, 2021, the outstanding debt owed was included in “Long-term debt, related ~~parties“~~parties” within the consolidated balance sheet.

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Small Business Administration Loan

On May 4, 2020, the Company received a loan from the Small Business Administration (SBA) pursuant to the Paycheck Protection Program (PPP) as part of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) in the amount of $50,184. The loan accrued interest at a rate of 1.00%, and matured in 24 months, with the principal and interest payments being deferred until the date of forgiveness with interest accruing, then converting to monthly principal and interest payments, at the interest rate provided herein, for the remaining eighteen (18) months. During the year ended December 31, 2021, $23,976 of the loan balance was forgiven. As of ~~June~~September 30, 2022 and December 31, 2021, the outstanding balance was nil and $11,181, respectively, and is included in “Current portion of long-term ~~debt“~~debt” within the consolidated balance sheets. Accrued interest on the note was nil and $385 as of ~~June~~September 30, 2022 and December 31, 2021, respectively.

10% Senior Unsecured Convertible Debenture

On May 17, 2021, the Company issued 10% Senior Unsecured convertible debentures to investors, which mature on May 17, 2024 (the “Maturity ~~Date“~~Date”). The Company subscribed $1,130,000 of the $1,000 convertible debentures. The terms of the debentures are as follows: 1) the principal amount of some or all of the convertible debentures and accrued interest are convertible into common stock shares at the holder’s option, at a price of $0.50 per common stock share (the “conversion ~~price“~~price”), subject to adjustment in certain events, at any time prior to maturity date; 2) upon successful uplist to a U.S. National Exchange, the note will automatically convert into the uplisting financing; 3) each debenture unit will have a right to 1,000 warrants for common stock shares, warrants have an exercise price of $0.80 and an expiration date of May 17, 2023; 4) if a Change of Control (as defined in the Convertible Debenture Certificate) occurs prior to the Maturity Date, unless the holder elects in writing to convert the Convertible Debentures into common shares, the Company will repay in cash upon the closing of such Change of Control all outstanding principal and accrued interest under each Convertible Debenture plus a Change of Control premium equal to an additional 3% of the outstanding principal sum under such Convertible Debenture. Prior to the closing of an Change of Control, in lieu of repayment as set forth in the preceding sentence, the holder has the right to elect in writing to convert, effective immediately prior to the effective date of such Change of Control, all outstanding principal and accrued Interest under the Convertible Debentures into common shares at the Conversion Price; 5) Subject to a ~~holder‘s~~holder’s option of electing conversion prior to the Redemption Date (as such term is defined below), on or after the date that is 24 months from the Closing Date if the daily volume weighted average trading price of the common shares is $1.50 per common share or more for each trading day over a 30 consecutive trading day period, the Company may, at any time (the “Redemption ~~Date“~~Date”), at its option, redeem all, or any portion of the Convertible Debentures for either: (i) a cash payment (in the form of a certified cheque or bank draft) that is equal to all outstanding principal and accrued interest under each Convertible Debenture up to the Redemption Date; or (ii) by issuing and delivering common shares to the holders of Convertible Debentures at a deemed price of $0.50 per common share that is equal to all outstanding principal and accrued interest under each Convertible Debenture up to the Redemption Date, or any combination of (i) or (ii), upon not less than 30 days and not more than 60 days prior written notice in the manner provided in the Debenture Certificate, to the holder of Convertible Debentures.

~~Table of Contents~~

At ~~June~~September 30, 2022 and December 31, 2021, the balance due on the 10% Senior Secured Convertible Debenture was $1,130,000 and total accrued interest was ~~$57,528~~$28,878 and $73,326, respectively. The bond payable discount and unamortized debt issuance costs as of ~~June~~September 30, 2022 and December 31, 2021 are presented below (in thousands):

							Senior Secured Convertible Debenture
	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
10% Senior Unsecured Convertible Debentures	$	1,130		$	1,130		$	1,130		$	1,130
Debt Issuance costs to be amortized		(55	)		(69	)		(48	)		(69	)
Debt Discount		(191	)		(241	)		(165	)		(241	)
Long-term convertible debt	$	884		$	820
Senior Secured Convertible Debenture							$	917		$	820

As of September 30, 2022 and December 31, 2022, the entire balance of the Senior Secured Convertible Debenture is included in “Long-term convertible debt” within the unaudited consolidated balance sheet.

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6% Unsecured Promissory Note

On July 9, 2020, we entered into an exchange agreement with Mr. Bill Wells (a former employee). In lieu of agreeing to dismiss approximately half of what was owed to him, or $220,000, Mr. Wells received the following: (i) cash payments of $20,000; (ii) an unsecured promissory note in the amount of $90,000 to be executed within 30 days of completing new financing(s) totaling at least $3.0 million, (iii) 66,000 common share stock options that vest at a rate of 3,667 per month and have a $0.49 exercise price (if two consecutive payments in (ii) are not made the stock options will be canceled and a cash payment will be required; and (iv) the total amount of forgiveness by creditor of approximately $110,000 shall be prorated according to amount paid.

During the year ended December 31, 2021, the Company closed a financing round that exceeded the $3.0 million threshold and issued an unsecured promissory note in the amount of $97,052 to Mr. Wells. The note, for which monthly installment payments of $5,000 are due, matures 18 months after the issuance date and incurs interest at a rate of 6.0% per annum. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company made payments of ~~$50,000~~$65,000 to Mr. Wells, which resulted in forgiveness of ~~$50,000~~$65,000 of the remaining balance of accrued compensation. The reduction in the outstanding balance met the criteria for troubled debt. The basic criteria are that the borrower is troubled, i.e., they are having financial difficulties, and a concession is granted by the creditor.

As of ~~June~~September 30, 2022, the outstanding principal balance on the note was ~~$47,052,~~$32,052, and is included in “Current portion of long-term ~~debt“~~debt” within the consolidated balance sheets. As of December 31, ~~2022,~~2021, the outstanding balance on the note was $97,052, of which $75,000 was included in “Current portion of long-term ~~debt“~~debt” and $22,052 was included in “Long-term debt.“” As of ~~June~~September 30, 2022 and December 31, 2021, accrued interest on the note was ~~$4,103~~$4,733 and $2,106, respectively.

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 year.

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 year, plus Series C,C1, Series C2, Series D, Series E, Series F and Series F-2 convertible preferred stock, Series G preferred stock, convertible debt, convertible preferred dividends and warrants convertible into common stock shares.

~~Table of Contents~~

The following table sets forth pertinent data relating to the computation of basic and diluted net loss per share attributable to common shareholders (in thousands, except for per-share data):

							(in thousands)
	June 30,						September 30,
	2022			2021			2022			2021

Net loss		(2,061	)		(1,871	)		(3,115	)		(1,922	)
Basic weighted average number of shares outstanding		23,526			13,226			27,335			13,291
Net loss per share (basic)		(0.09	)		(0.14	)		(0.11	)		(0.14	)
Diluted weighted average number of shares outstanding		23,526			13,226			27,335			13,291
Net loss per share (diluted)		(0.09	)		(0.14	)		(0.11	)		(0.14	)

Dilutive equity instruments (number of equivalent units):
Stock options		960			-			982			2,252
Preferred stock		12,151			18,316			6,932			17,837
Convertible debt		2,431			1,281			1,092			908
Warrants		12,702			17,869			14,086			16,979
Total Dilutive instruments		28,244			37,466			23,092			37,976

For period of net loss, basic and diluted earnings per share are the same as the assumed exercise of warrants and the conversion of convertible debt are anti-dilutive.

Troubled Debt Restructurings - 2022

During the ~~six~~nine months ended ~~June~~September 30, 2022, ~~two~~four of the Company’s creditors forgave ~~$74,785~~$344,584 of debt. The reductions in the outstanding balances met the criteria for troubled debt. The basic criteria are that the borrower is troubled, i.e., they are having financial difficulties, and a concession is granted by the creditor. As of ~~June~~September 30, 2022, the troubled debt restructurings in total ~~would have~~ decreased the net loss by ~~$74,785, with no impact to net loss~~$344,584, or $0.01 per share.

Troubled Debt Restructurings - 2021

As provided in the preceding footnotes, several transactions met the basic criteria for troubled debt, which are that the borrower is troubled, i.e., they are having financial difficulties, and a concession is granted by the creditor. Due to the Company being in default on several of its loans the debt is considered troubled debt. As of ~~June~~September 30, 2021, the total troubled debt restructuring ~~was $179,000; since this amount has already been~~decreased the net loss by $85,000, or $0.01 per share.

12. SUBSEQUENT EVENTS

Amendment to Auctus Exchange Agreement

On October 18, 2022, the Company and Auctus entered into an amendment to the Exchange Agreement signed on September 1, 2022. Pursuant to the amendment, the Company and Auctus agreed to execute the exchange of equity instruments on October 11, 2022. In satisfaction of the amended agreement, the Company issued 3.9 million common shares, 3.9 million warrants with an exercise price of $0.50, and 3.9 million warrants with an exercise price of $0.65 to Auctus. The newly issued warrants (“New Warrants”) will have a term of 4 years. The difference between the fair value of the warrants exchanged and the New Warrants will be recorded as a ~~loss~~gain on extinguishment of debt in the ~~loss would not have any impact on~~fourth quarter of 2022.

Sales of Securities

Subsequent to September 30, 2022, the Company entered into certain Securities Purchase Agreements with two accredited investors, pursuant to which the Company issued 75,000 shares of its common stock, four year warrants to purchase an aggregate of 75,000 shares of Common Stock at $0.50 per share ~~calculation.~~and 75,000 shares of Common Stock at $0.65 per share for an aggregate purchase price of $37,500.

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~~12. SUBSEQUENT EVENTS~~

Additional Common Stock Issuances

~~Subsequent to June 30,~~On October 6, 2022, wethe Company issued ~~120,652~~60,000 common ~~stock shares for payment of interest accrued on the 10% Senior Unsecured Convertible Debenture.~~

~~Subsequent to June 30, 2022, we issued 8,944,000 common stock~~ shares for the conversion of ~~2,236~~15 Series ~~F-2~~F Preferred shares. ~~The common shares issued are subject to standard Rule 144 restrictions.~~

~~Warrants Issued~~

On ~~July 1,~~October 10, 2022, wethe Company issued ~~875,000~~778 common stock purchase warrants to Mr. Blumberg, which had an exercise price of $0.25 and will expire on December 31, 2023. Additionally, on July 1, 2022, we issued 375,000 warrants to Lee Bowles of Iron Stone Capital, Inc., which had an exercise price of $0.25 and will expire on December 31, 2023. The warrants were issued pursuant to a January 22, 2020 promotional agreement with a related party, which is partially owned by Mr. Blumberg, as compensationshares for ~~investor and public relations services.~~

~~Directors and Officers (“D&O“) Insurance Financing Agreement~~Series F Preferred dividends.

On ~~July 4,~~October 21, 2022, the Company ~~entered into a Premium Finance Security Agreement with Johnson & Johnson~~issued 1,124,500 common shares for the conversion of 562.25 Series C2 Preferred Financing, Inc. Per the terms of the agreement, the Company agreed to finance its D&O insurance premium. The total amount due of $114,086 will be paid in 10 monthly installments, with the first installment due August 4, 2022.Shares

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ITEM 2. ~~MANAGEMENT‘S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q may contain “forward-looking ~~statements“~~statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities ~~Act“~~Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act), which provides a “safe ~~harbor“~~harbor” for forward-looking statements made by us. All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends, and other information, may be forward-looking statements. Words such as “might,“” “will,“” “may,“” “should,“” “estimates,“” “expects,“” “continues,“” “contemplates,“” “anticipates,“” “projects,“” “plans,“” “potential,“” “predicts,“” “intends,“” “believes,“” “forecasts,“” “future,“” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates, and projections will occur or can be can achieved and actual results may vary materially from what is expressed in or indicated by the 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“~~Factors” below and elsewhere in this report, as well as in our annual report on Form 10-K for the year ended December 31, 2021 and this quarterly report 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 extent to which certain debt holders may call the notes to be paid;
	·	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 current outbreak of the Coronavirus SARS-CoV-2, the pathogen responsible for COVID-19, which has already had an impact on financial markets, could result in additional repercussions in our operating business, including but not limited to, the sourcing of materials for product candidates, manufacture of supplies for preclinical and/or clinical studies, delays in clinical operations, which may include the availability or the continued availability of patients for trials due to such things as quarantines, conduct of patient monitoring and clinical trial data retrieval at investigational study sites;
	·	The future impact of the outbreak is highly uncertain and cannot be predicted, and we cannot provide any assurance that the outbreak will not have a material adverse impact on our operations or future results or filings with regulatory health authorities. The extent of the impact, if any, we will depend on future developments, including actions taken to contain the coronavirus;
	·	The impact of the conflict between Russia and Ukraine on economic conditions in general and on our business and operations;
	·	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.

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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.

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 operating losses since our inception and, as of ~~June~~September 30, 2022 we have an accumulated deficit of approximately ~~$144.4~~$145.0 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 for the foreseeable future 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 2021, the majority of our revenues were from the sale of components of our LuViva devices and disposables. We expect that the majority of our revenue ~~in 2022~~going forward will be derived from revenue from the sale of LuViva devices and disposables.

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Current Demand for LuViva

Based on discussions with our distributors, we currently hold and expect to generate additional purchase orders for approximately ~~$1.0 to $1.5~~$3.0 million in LuViva devices and disposables in 2022 and expect those purchase orders to result in actual sales of ~~$0.5~~$1.5 to ~~$1.0~~$2.5 million in ~~2022-2023,~~the fourth quarter of 2022 and throughout 2023, 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 distributors 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 number of sales. Accordingly, we have not identified any particular trends with regard to sales of our products. In order to increase demand for LuViva, the Company in 2022 and 2023 is focused on three primary markets: the United States, China and Europe.

In the United States, the Company is actively pursuing FDA approval by initiating a clinical trial protocol involving approximately 400 study participants. The protocol was drafted with input from FDA and at least two prestigious clinical centers that will participate in the study. Additional clinical centers may be added if needed to meet the study’s enrollment criteria. ~~The budget at one institution has~~Budgets have been agreed ~~upon and is under negotiation at the other institution.~~to with both institutions. The LuViva devices have been prepared and have passed bench testing ~~in order~~ to begin the study. On July 20, 2022 we announced that the study had been approved by the designated central Institutional Review Board (“IRB”) and because of that, ~~the study was~~we initially expected to begin in September or October of 2022. On November 9, 2022, we received a letter from one hospital’s IRB that we were conditionally approved to start the study, pending responses to three questions, which were provided to that IRB on November 10, 2022. Currently, both clinical sites are finalizing correspondence with the designated central IRB and getting final signatures on contracts so that we can start the study before the end of 2022, which would allow the study to be completed in the ~~first half~~third quarter of 2023, however, there can be no assurance that the study will be completed within this timeframe.

In China, the Chinese NMPA (National Medical Products Approval) study has begun at four clinical sites. According to enrollment tracking reports sent to us by our Chinese partner SMI on March 11, 2022, testing of 150 patients has been completed in the ongoing clinical trial for Chinese National Medical Products Administration (NMPA) approval. The trial is expected to be completed in the second quarter of ~~this year~~2023 and submitted for approval shortly thereafter, although there can be no assurance that the study will be completed within this time frame.

In Europe, the Company attended a meeting in Bucharest, Romania on November 3-4, 2021, hosted by our central Eastern and Russian distribution partner. The LuViva system was demonstrated for doctors at a local clinic and the head Ob-Gyn physician’s hospital has accepted the LuViva device into service and is expected to order additional Cervical Guides to test patients as part of her practice.

CRITICAL ACCOUNTING POLICIES

Our material accounting policies, which we believe are the most critical to 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. When we begin to generate revenue from different sources, we expect that the number of applicable policies and complexity of the judgments required will increase.

Revenue Recognition: ASC 606, Revenue from Contracts with Customers establishes a single and comprehensive framework which sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, Revenue based revenue recognition around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed in determining whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps:

Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled.

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Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract.

Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties.

Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted.

Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date.

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.

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

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

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022 AND 2021

Sales Revenue, Cost of Sales and Gross Profit from Devices and Disposables: Revenues from the sale of LuViva devices and disposables for the three months ended ~~June~~September 30, 2022 were ~~$5,358,~~$3,476, compared to ~~$1,584~~$18,666 for the three months ended ~~June~~September 30, 2021. Cost of goods sold was ~~$1,331~~$131 during the three months ended ~~June~~September 30, 2022, compared to ~~nil~~$41,689 for the three months ended ~~June~~September 30, 2021. This resulted in gross profit of ~~$4,027 and $1,584 on the sales of devices and disposals~~$3,345 during the three months ended ~~June~~September 30, 2022 and ~~June~~a gross loss of $23,024 during the three months ended September 30, ~~2021, respectively.~~ 2021. The loss incurred in the prior period was due to write-offs of slow-moving inventory.

While we currently hold and expect to generate purchase orders for approximately ~~$1.0 to $1.5~~$3.0 million in LuViva devices and disposables in 2022, supply chain issues due to COVID-19 have caused delays in our ability to procure the circuit boards that are needed to ship our products. As of ~~June~~September 30, 2022, we have received cash payments of ~~$512,577~~$509,001 for sales of our products, which will be recognized as revenue when our products are shipped. We anticipate recognizing revenue for these shipments in the ~~second half~~fourth quarter of ~~2022.~~ 2022 and in 2023.

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Research and Development Expenses: Research and development expenses for the three months ended ~~June~~September 30, 2022 were ~~$9,155,~~$7,903, compared to ~~$19,772~~$15,588 in the three months ended ~~June~~September 30, 2021. The decrease of ~~$10,617,~~$7,685, or ~~54%~~49%, was primarily due to a reduction in research and development clinical costs and payroll expenses.

Sales and Marketing Expenses: Sales and marketing expenses for the three months ended ~~June~~September 30, 2022 were ~~$36,701,~~$52,251, compared to ~~$29,814~~$40,887 in the three months ended ~~June~~September 30, 2021. The increase of ~~$6,887,~~$11,364, or ~~23%~~28%, was primarily due to a higher ~~travel and~~ payroll-related expenses.

General and Administrative Expense: General and administrative expenses for the three months ~~ended June~~September 30, 2022 were ~~$676,015,~~$1,166,894, compared to ~~$512,531~~$407,507 in the three months ended ~~June~~September 30, 2021. The increase of ~~$163,484,~~$759,387 or ~~32%~~186%, was primarily due to ~~an increase in~~additional professional and consulting fees recorded for warrants issued as compensation for services. The services provided included investor relations and ~~legal fees recognized in~~marketing services surrounding the Company’s successful completion of a financing transaction during the current ~~period. During~~quarter. The Company also recorded additional expense for professional services upon placing the ~~current period, the Company’s plans to~~planned Nasdaq uplist ~~to Nasdaq were placed~~ on hold, pending improvement in market conditions. ~~Uplist-related expenses totaling $369,435 that were previously capitalized were therefore recognized during the current period.~~

Interest Expense: Interest expense for the three months ended ~~June~~September 30, 2022 was ~~$255,616,~~$154,958, compared to ~~$315,000~~$593,902 in the three months ended ~~June~~September 30, 2021. The decrease of ~~$59,384,~~$438,944, or ~~19%~~74%, was primarily due to a decrease in debt, ~~resulting in lower interest recognized for outstanding notes payable~~which is a result of the Company’s concerted efforts to reduce debt through payoffs and ~~convertible debt during the three months ended June 30, 2022 versus the prior year.~~exchanges.

Change in Fair Value of Derivative Liability: The gain due to the change in fair value of the derivative liability during the three months ended ~~June~~September 30, 2022 was ~~$14,304,~~$4,687, compared to ~~nil~~($1,000) during the three months ended ~~June~~September 30, 2021. The gain recorded in the current period was due to changes to our stock price during the period and a reduction in the principal amount of debt owed, which impacted the fair value of the derivative liability.

~~Loss/~~Gain from extinguishment of debt: Gain from extinguishment of debt for the three months ended ~~June~~September 30, 2022 was ~~$33,553,~~$269,799, compared to ~~a loss from extinguishment of debt of $185,000~~$762,825 in the three months ended ~~June~~September 30, 2021. The ~~loss recorded in the prior period~~decrease was primarily due to a ~~$350,000 prepayment penalty incurred on the Auctus convertible debt. The gain from extinguishment~~higher amount of debt ~~during~~forgiven in the ~~three months ended June 30, 2022 was due to forgiveness of debt.~~prior period.

Other Income: Other income for the three months ended ~~June~~September 30, 2022 was ~~$1,495,~~$2,000, compared to ~~$26,528~~$386,379 in the three months ended ~~June~~September 30, 2021. The ~~decrease of $25,033, or 94%, was primarily due to a $26,000 non-recurring write-off of accrued salaries~~income recorded in the prior ~~period.~~period was primarily related to a write-off of a $350,000 liability.

Preferred Stock Dividends:Income from preferred stock dividends during the three months ended September 30, 2022 was $47,869, compared to $118,833 of expense for preferred stock dividends during the three months ended September 30, 2021. Income was recorded in the current period due to reversal of $128,943 of previously accrued preferred stock dividend expense, due to the conversion of Series F-2 Preferred Stock into common shares prior to the date annual dividends are due.

Net ~~loss:~~Loss: Net loss attributable to common stockholders during the three months ended ~~June~~September 30, 2022 was ~~$1,006,554,~~$1,056,427 compared to ~~$1,159,000~~$51,204 during the three months ended ~~June~~September 30, 2021. The ~~decrease in net loss of $152,446, or 13% was due to~~reasons for the ~~reasons outlined above and a $43,555 decrease in preferred stock dividends.~~fluctuation are described above.

There was no income tax benefit recorded for the three months ended ~~June~~September 30, 2022 or 2021, due to recurring net operating losses. A full valuation allowance has been recorded related the deferred tax assets generated from the net operating losses.

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COMPARISON OF THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022 AND 2021

Sales Revenue, Cost of Sales and Gross Profit from Devices and Disposables: Revenues from the sale of LuViva devices and disposables for the ~~six~~nine months ended ~~June~~September 30, 2022 were ~~$9,983,~~$13,459, compared to ~~$1,584~~$20,666 for the ~~six~~nine months ended ~~June~~September 30, 2021. Cost of goods sold was ~~$2,277~~$2,408 during the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~nil~~$41,689 for the ~~six~~nine months ended ~~June~~September 30, 2021. This resulted in gross profit of ~~$7,706~~$11,051 and ~~$1,584~~gross loss of $21,024 on the sales of devices and disposals during the ~~three~~nine months ended ~~June~~September 30, 2022 and ~~June~~September 30, 2021, respectively. While we currently hold and expect to generate purchase orders for approximately ~~$1.0 to $1.5~~$3.0 million in LuViva devices and disposables in 2022, supply chain issues due to COVID-19 have caused delays in our ability to procure the circuit boards that are needed to ship our products. As of ~~June~~September 30, 2022, we have received cash payments of ~~$512,577~~$509,001 for sales of our products, which will be recognized as revenue when our products are shipped. We anticipate recognizing revenue for these shipments in the ~~second half~~fourth quarter of 2022 and ~~early~~in 2023.

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Research and Development Expenses: Research and development expenses were ~~$30,564~~$38,467 during the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$36,223~~$51,588 during the ~~six~~nine months ended ~~June~~September 30, 2021, a decrease of ~~$5,659~~$13,121 or ~~16%~~25%. The decrease was primarily due to a reduction in research and development clinical costs and payroll-related expenses.

Sales and Marketing Expenses: Sales and marketing expenses were ~~$76,943~~$129,194 during the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$66,291~~$106,887 during the ~~six~~nine months ended ~~June~~September 30, 2021, an increase of ~~$10,652~~$22,307 or ~~16%~~21%. The increase was primarily due to higher travel and payroll-related expenses.

General and Administrative Expense: General and administrative expenses were ~~$1,062,461~~$2,228,586 during the ~~six~~nine months ended ~~June~~September 30, 2022, compared to ~~$1,339,531~~$1,747,507 during the ~~six~~nine months ended ~~June~~September 30, 2021, ~~a decrease~~an increase of ~~$277,070,~~$481,079, or ~~21%~~28%. The ~~decrease~~increase was primarily due to ~~a prior-year charge~~$538,176 of ~~$398,000 recorded during the six months ended June 30, 2021 for warrants issued to Mr. Blumberg for~~additional consulting ~~services. The decrease was~~and legal expenses recognized and $32,757 of additional property taxes. These increases were offset by ~~higher legal costs recognized during the six months ended June 30, 2022.~~a reduction in payroll and benefits-related expenses of $87,631 and minor reductions in various miscellaneous expenses, such as rent and utilities.

Interest Expense: Interest expense during the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$356,642~~$511,600 compared to ~~$456,000~~$1,049,902 during the ~~six~~nine months ended ~~June~~September 30, 2021, a decrease of ~~$99,358,~~$538,302, or ~~22%~~51%. ~~The decrease~~ was due to a decrease in debt, ~~resulting in lower interest recognized for outstanding notes payable~~which is a result of the Company’s concerted efforts to reduce debt through payoffs and ~~convertible debt during the six months ended June 30, 2022 versus the same period in the prior year.~~exchanges.

Other Income: Other income for the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$3,872,~~$4,751, compared to ~~$26,528~~$413,370 in the ~~six~~nine months ended ~~June~~September 30, 2021. ~~The decrease of $22,656, or 85%,~~Other income recorded in the prior period was primarily ~~due~~related to a write-off of a $350,000 liability and a $26,000 non-recurring write-off of accrued ~~salaries in the prior period.~~salaries.

Change in Fair Value of Derivative Liability: The gain due to the change in fair value of the derivative liability during the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$8,064,~~$12,751, compared to a loss of ~~$88,000~~$89,000 during the ~~six~~nine months ended ~~June~~September 30, 2021. The change in the fair value of the derivative liability was due to changes to our stock price during the ~~period.~~period and a reduction in the principal amount of debt owed.

Gain from extinguishment of debt: Gain from extinguishment of debt during the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$74,785,~~$344,584 compared to ~~a loss from extinguishment of debt of $185,000~~$577,825 during the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~loss recorded in the prior period~~decrease was primarily due to a ~~$350,000 prepayment penalty incurred on the Auctus convertible debt. The gain from extinguishment~~higher amount of debt ~~during~~forgiven in the ~~three months ended June 30, 2022 was due to forgiveness of debt.~~prior period.

Change in Fair Value of Warrants: Change in fair value of warrants during the ~~six~~nine months ended ~~June~~September 30, 2022 was nil, compared to a ~~$448,000~~$448,340 gain recorded during the ~~six~~nine months ended ~~June~~September 30, 2021. The decrease was primarily due to (i) a change in the terms of the warrants during 2021, which resulted in reclassification of the warrant instruments from liabilities to equity and (ii) expiration of the warrants previously outstanding.

Preferred Stock Dividends: Expense related to preferred stock dividends during the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$629,368,~~$581,499, compared to ~~$176,590~~$295,833 during the ~~six~~nine months ended ~~June~~September 30, 2021. The increase was primarily due to payment of a one-time, non-recurring 15% dividends to the Series F and Series F-2 Preferred shareholders, as required by the Series F and Series F-2 Certificate of Designations in the event the Company did not uplist to the NASDAQ stock exchange or file its clinical data intended for FDA approval of LuViva by December 31, 2021. The increase was also due to the timing of the closing of the Series F and Series F-2 Preferred Stock financings, which took place during the six months ended June 30, 2021 and therefore did not result in a full six months of accrued dividends.

Net Loss: Net loss attributable to common stockholders was ~~$2,061,552~~$3,117,209 for the ~~six~~nine months ended ~~June~~September 30, 2022, compared to net loss of ~~$1,871,000~~$1,922,204 during the ~~six~~nine months ended ~~June~~September 30, 2021. The reasons for the fluctuation are outlined above.

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There was no income tax benefit recorded for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, due to recurring net operating losses. A full valuation allowance has been recorded related the deferred tax assets generated from the net operating losses.

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LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have raised capital through the public and private sale of debt and equity, funding from collaborative arrangements, and grants. As of ~~June~~September 30, 2022, we had cash of approximately ~~$446,443~~$2,696,271 and negative working capital of ~~$4,892,695.~~$1,756,126.

Our major cash flows for the ~~six~~nine months ended ~~June~~September 30, 2022 consisted of cash used for operations of ~~$527,936,~~$1,140,020, cash used for investing activities of ~~$31,207,~~$28,435, and net cash provided by financing activities of ~~$361,759,~~$3,222,485, which consisted of $3,192,174 of proceeds from the sale of common stock and warrants (net of costs), $495,492 of proceeds from warrant exercises, offset by cash outflows for payments made on outstanding debt.

As of the date of this filing, our previously planned uplist to Nasdaq is currently on hold, pending improvement in market conditions. The Company will reassess those conditions over the ensuing months to determine whether an uplist to Nasdaq can and should be attempted, although there is no assurance that market conditions will improve or that the Company will qualify for Nasdaq in the future.

Capital resources for 2021

During 2021, the Company received $1,130,000 of cash from the sale of 10% debenture unit investments and incurred transactional fees of $86,400. The Company issued the finders 413,600 warrants for the Company’s common stock shares. The investors received a total of 1,130,000 warrants for common stock shares. The debentures are convertible into 2,260,000 of the Company’s common stock shares.

During 2021, the Company received $2,114,000 of cash from the sale of equity securities and incurred transactional fees of $139,000. The Company also issued the finders 98,000 of the Company’s common stock shares and 643,700 warrants for the Company’s common stock shares. The investors received a total of 1,436 and 3,237 shares of Series F and Series F-2 preferred stock, respectively. Each share of Series F or Series F-2 preferred stock is convertible into 4,000 shares of the Company’s common stock, at the election of the investor.

During 2021, the Company finalized an investment by Power Up Lending Group Ltd (“Power ~~Up“~~Up”). Power Up invested $132,000 (of which the Company received $125,000 net of costs) for 153,000 shares of Series G preferred stock. As of December 31, 2021, all Series G preferred shares were redeemed.

During 2021, the Company entered into an exchange agreement with Richard Fowler. As of December 31, 2020, the Company owed Mr. Fowler $546,214 ($412,624 in deferred salary and $133,590 in accrued interest). Mr. Fowler exchanged $50,000 of the amount owed of $546,214 for 50 shares of Series F-2 Preferred Shares (convertible into 200,000 shares of common stock) and a $150,000 unsecured note. The note accrues interest at the rate of 6.0% (18.0% in the event of default) beginning on March 1, 2022 and is payable in monthly installments of $3,600 for four years, with the first payment being due on March 15, 2022. The effective interest rate of the note is 6.18%. Mr. Fowler forgave $86,554 and may forgive up to $259,661 of debt if the Company complies with the repayment plan described above.

Contingencies

Based on the current outbreak of the Coronavirus SARS-CoV-2, the pathogen responsible for COVID-19, which has already had an impact on financial markets, there could be additional repercussions in our operating business, including but not limited to, the sourcing of materials for product candidates, manufacture of supplies for preclinical and/or clinical studies, delays in clinical operations, which may include the availability or the continued availability of patients for trials due to such things as quarantines, conduct of patient monitoring and clinical trial data retrieval at investigational study sites.

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The future impact of the outbreak is highly uncertain and cannot be predicted, and we cannot provide any assurance that the outbreak will not have a material adverse impact on our operations or future results or filings with regulatory health authorities. The extent of the impact, if any, we will depend on future developments, including actions taken to contain the coronavirus.

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“~~procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange ~~Act“~~Act”)) as of September 30, 2018. The controls and system 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 has 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~~September 30, 2022 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~~September 30, 2022 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 for additional information.

ITEM 1A. RISK FACTORS

Not applicable for a smaller reporting company.

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

~~None.~~On September 1, 2022, the Company entered into certain Securities Purchase Agreements (the “Agreement”) with certain accredited investors (the “Investors”), including Richard Blumberg, Michael James and John Imhoff, each a member of the Company’s Board of Directors, pursuant to which the Company issued 6,636,540 shares of its common stock, four year warrants to purchase an aggregate of 6,636,540 shares of Common Stock at $0.50 per share and 6,636,540 shares of Common Stock at $0.65 per share (the “Warrants”) for an aggregate purchase price of $3,318,270 (the “Transaction”).

The Company has agreed that, as soon as practicable after the Closing Date, the Company shall file a Registration Statement on the appropriate form providing for the resale by the Investors of the Shares and the shares of Common Stock underlying the Warrants (the “Warrant Shares” and collectively with the Shares and the Warrants, the “Securities”) with the Securities and Exchange Commission. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective within 120 days of closing all rounds of that offering and to keep such Registration Statement effective at all times until the earlier of the date that the Shares and Warrant Shares may be resold pursuant to Rule 144 (assuming cashless exercise of the Warrants) and the date that no Investor owns any Securities. In the event that the Registration Statement is not effective on the 121st day following the closing all rounds of the offering, the Company shall issue to each Investor an additional number of shares of Common Stock equal to 10% of the Shares issued to such Investor and an additional number of shares of Common Stock equal to 5% of the Shares issued to such Purchaser on each monthly anniversary thereafter until the earlier of the date the Registration Statement is effective and the date that the Shares and Warrant Shares may be resold pursuant to Rule 144 (assuming cashless exercise of the Warrants). The Company may avoid these penalties if, prior to the 121st day following the closing date, it files an application to list the Common Stock on a recognized Canadian Stock Exchange. In addition, if there is no effective Registration Statement covering the Warrant Shares after 180^th day following the Closing Date, the Warrants may be exercised cashlessly as set forth in the Warrants.

As of September 30, 2022, after payment of all fees and expenses relating to the transaction, the Company received net proceeds of approximately $3.2 million. The primary use of proceeds is to fund the completion and filing of clinical study data needed for FDA approval of the Company’s LuViva Advanced Cervical Scan. Additional use of proceeds is to support international distribution partners to grow sales throughout the remainder of 2022 and into 2023, as well as for general and administrative expenses.

Subsequent to September 30, 2022, the Company entered into certain Securities Purchase Agreements with two accredited investors, pursuant to which the Company issued 75,000 shares of its common stock, four-year warrants to purchase an aggregate of 75,000 shares of Common Stock at $0.50 per share and 75,000 shares of Common Stock at $0.65 per share, for an aggregate purchase price of $37,500.

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ITEM ~~3. DEFAULTS UPON SENIOR SECURITIES~~6. EXHIBITS

~~Not applicable.~~

~~ITEM 4. EXHIBITS~~

~~Exhibit Number~~	~~Exhibit Description~~
		Incorporated by Reference
Exhibit Number	Description	Form	File No.	Filing Date
31*10.1	~~Rule 13a-14(a)/15d-14(a) Certification~~Form of Warrant	8-K	0-22179	September 15, 2022
32*10.2	~~Section 1350 Certification~~Form of Warrant	8-K	0-22179	September 15, 2022
101.1*10.3	~~XBRL~~Form of Securities Purchase Agreement	8-K	0-22179	September 15, 2022
10.4	Exchange Agreement between the Company and Auctus Fund, LLC	8-K	0-22179	September 15, 2022
10.5	Form of Warrants to be issued to Auctus Fund, LLC	8-K	0-22179	September 15, 2022
10.5	Form of Warrants to be issued to Auctus Fund, LLC	8-K	0-22179	September 15, 2022
10.6	Amendment #1 to Exchange Agreement between the Company and Auctus Fund, LLC			Filed herewith
31	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			Filed herewith
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			Filed herewith
101	Materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Extensible Business Reporting Language (XBRL); (i) Unaudited Consolidated Balance Sheet, (ii) Unaudited Consolidated Statements of Operations, (iii) Unaudited Consolidated Statements of Cash Flows, (iv) Unaudited Consolidated Statements of Stockholders’ Equity (Deficit), and (v) related Notes to Consolidated Financial Statements.			Filed herewith
104	Cover Page Interactive Data File (included in Exhibit 101)			Filed herewith

*Filed herewith

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GUIDED THERAPEUTICS, INC.

By:	/s/ Gene S. Cartwright
	Gene S. Cartwright
	President, Chief Executive Officer and Acting Chief Financial Officer

Date: ~~August 15,~~November 14, 2022

4451

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2022
(unaudited, in thousands)

	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series C				Series C1				Series C2				Series D
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at December 31, 2021		-	$	105		1	$	170		3	$	531		1	$	276
Common stock warrants exercised		-		0		-		0		-		0		-		0
Issuance of common stock for payment of Series D preferred dividends		-		0		-		0		-		0		-		0
Issuance of common stock for payment of Series E preferred dividends		-		0		-		0		-		0		-		0
Issuance of common stock for payment of Series F preferred dividends		-		0		-		0		-		0		-		0
Issuance of common stock for payment of Series F-2 preferred dividends		-		0		-		0		-		0		-		0
Issuance of common stock for payment of interest		-		0		-		0		-		0		-		0
Issuance of common stock for Series F and Series F-2 one-time 15% dividends		-		0		-		0		-		0		-		0
Conversion of Series D preferred stock to common stock		-		0		-		0		-		0		-		(117	)
Conversion of Series E preferred stock to common stock		-		0		-		0		-		0		-		0
Conversion of Series F preferred stock to common stock		-		0		-		0		-		0		-		0
Conversion of Series F-2 preferred stock to common stock		-		0		-		0		-		0		-		0
Stock-based compensation		-		0		-		0		-		0		-		0
Expense for warrants issued to consultants		-		0		-		0		-		0		-		0
Accrued preferred dividends		-		0		-		0		-		0		-		0
Net loss		-		0		-		0		-		0		-		0
Balance at June 30, 2022		-	$	105		1	$	170		3	$	531		1	$	159

GUIDED THERAPEUTICS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2021
(unaudited, in thousands)

	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock
	Series C				Series C1					Series C2			Series D
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at December 31, 2020		-	$	105		1	$	170		3	$	531		1	$	276
Series F preferred offering		-		0		-		0		-		0		-		0
Series F-2 preferred offering		-		0		-		0		-		0		-		0
Conversion of debt and expenses for Series F-2 preferred stock		-		0		-		0		-		0		-		0
Issuance of common stock for Series D preferred dividends		-		0		-		0		-		0		-		0
Series G preferred offering		-		0		-		0		-		0		-		0
Series G redemption		-		0		-		0		-		0		-		0
Issuance of common stock to finders		-		0		-		0		-		0		-		0
Issuance of warrants to consultants		-		0		-		0		-		0		-		0
Conversions of warrants from liability to equity		-		0		-		0		-		0		-		0
Stock-based compensation		-		0		-		0		-		0		-		0
Accrued preferred dividends		-		0		-		0		-		0		-		0
Net loss		-		0		-		0		-		0		-		0
Balance at June 30, 2021		-	$	105		1	$	170		3	$	531		1	$	276