UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ____)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box: 

Guided Therapeutics, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TO MY FELLOW STOCKHOLDERS:

I would like to invite you to attend a special meeting of stockholders, on Wednesday, November 11, 2015 at 10:00 a.m., local time. The meeting will be held at our offices, located at 5835 Peachtree Corners East, Suite D, Norcross, Georgia.

I encourage you to read the enclosed notice of meeting and proxy statement, because they contain important information, including a description of the business that will be acted upon at the meeting, as well as the voting procedures. But in this letter, I would like to highlight some of our reasons for calling a special meeting so soon after our least meeting.

We are seeking your approval for additional authorized shares of our common stock to maintain flexibility in financing options to support our operations and growth. We continue to regard non-dilutive financings and internally generated cash from operations as our preferred sources of capital. However, our success at completing non-dilutive financings is difficult to predict and our cash from operations is still too small to fund us fully. As a result, we need additional shares in order to retain the flexibility to raise capital through equity transactions, if needed.

We also are obligated to maintain sufficient shares to support our prior financings. The recent decline in our share price has made this more challenging, as the securities we issued in our most recent financing have conversion-price resets based on the stock price. Therefore, of the 255 million additional shares authorized at our last meeting, not enough remain for us to complete future financings. The recent pull-back in the share price was unanticipated, particularly in light of our recent positive news flow based on new orders.

We remain optimistic about our business prospects. Our distributors continue to receive orders from governments in key markets such as Turkey, Indonesia, Bangladesh and others, and we anticipate that this will lead to strong revenue growth over the coming months. At the same time, we continue to work with the FDA. We need to have the financial flexibility to support and foster these opportunities.

In the future, we hope to list our shares on a national market such as NASDAQ and intend to work toward meeting the requirements for such a listing. We believe this will boost institutional awareness, broaden the scope of potential investors and improve the liquidity and trading action of the shares. We believe these factors, combined with the progress we are making in our underlying business, could enhance potential interest from long-term investors. As an initial step, therefore, we are also seeking your approval at the meeting of a reverse stock split, at a board-determined date, which would help us meet minimum stock price listing standards.

Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote and submit your proxy.

I hope you will be able to join us, and I look forward to seeing you.

GUIDED THERAPEUTICS, INC.

---------------------5835 Peachtree Corners East, Suite D

Norcross, GA 30092

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 11, 2015SEPTEMBER 23, 2016

---------------------

TO THE STOCKHOLDERS:

Notice is hereby given that a specialthe 2016 annual meeting of stockholders of Guided Therapeutics, Inc., a Delaware corporation (the “Company”), will be held on Wednesday, November 11, 2015September 23, 2016 at 10:00 a.m., local time, at the office of Guided Therapeutics, Inc.,Company’s offices, located at 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30392,30092, for the following purposes:

These matters are more fully described in the proxy statement accompanying this notice.

Only stockholders of record at the close of business on September 17, 2015August 24, 2016 are entitled to notice of and to vote at the specialannual meeting.

All stockholders are cordially invited to attend the meeting in person. However, to assure your representation at the meeting, you are urged to sign and return the enclosed proxy as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any stockholder attending the meeting may vote in person even if the stockholder has returned a proxy.

Norcross, Georgia

August 25, 2016

GUIDED THERAPEUTICS, INC.

-----------------------5835 Peachtree Corners East, Suite D

Norcross, GA 30092

PROXY STATEMENT

SPECIAL2016 ANNUAL MEETING OF STOCKHOLDERS

-----------------------September 23, 2016

INFORMATION CONCERNING SOLICITATION AND VOTING

General

We are soliciting proxies for use at a specialour annual meeting of stockholders, to be held Wednesday, November 11, 2015September 23, 2016 at 10:00 a.m., local time, or at any adjournment of the specialannual meeting, for the purposes listed in this proxy statement and in the accompanying Noticenotice of Special Meetingannual meeting of Stockholders.stockholders. We are holding the specialannual meeting at our corporate headquarters,offices, located at 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30392.30092. Our office telephone number is (770) 242-8723.

We are first sending this proxy statement and the accompanying form of proxy to our stockholders on or about October 12, 2015.August 25, 2016.

Record Date and Voting Securities

Holders of record of our common stock and Series B convertible preferred stock (on an as-converted basis) at the close of business on September 17, 2015,August 24, 2016, which is referred to as the record date, are entitled to notice of and to vote at the specialannual meeting. Each holder of common stock is entitled to one vote for each share of common stock held as of the record date. In addition, holders of Series B convertible preferred stock, which votes on an as-converted-to- common-stock basis together with the holders of the common stock as a single class, are entitled to an aggregate of 12,214,252 votes as of the record date. As of the record date, we had 130,183,838192,709,139 shares of our common stock issued and outstanding and held of record by 374stockholders and 1,277 shares of Series B convertible preferred stock issued and outstanding and held of record by 7 stockholders209registered stockholders..

Revocability of Proxies

You may revoke your proxy given pursuant to this solicitation at any time before its use by delivering to our corporate secretary a written notice of revocation or a duly executed proxy bearing a later date, or by attending the specialannual meeting and voting in person.

Solicitation

We will pay the cost of soliciting proxies. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for their reasonable expenses in forwarding solicitation material to those beneficial owners. Our officers, directors and employees may also solicit proxies, without additional compensation, personally or by telephone or facsimile.

Quorum; Abstentions and Broker Non-Votes

The inspector of elections will tabulate the votes cast by proxy or in person at the specialannual meeting. Our stock transfer agent may serve as inspector, or may assist the inspector. The inspector will also determine whether or not a quorum is present. Under Delaware law provides that a quorum consists of a majority of shares that are entitled to vote and present in person or represented by proxy shall constituteat the meeting.

The inspector will treat shares that are voted “WITHHOLD” or “ABSTAIN,” or proxies required to be treated as “non-votes,” as being present and entitled to vote for purposes of determining the presence of a quorum, atbut not as votes for a meeting of stockholders. Broker non-votes and abstentions are countedparticular matter. A “non-vote” occurs if a broker indicates on the enclosed proxy or its substitute that it does not have discretionary authority as to some shares to vote on a particular matter. Therefore, “non-votes” or shares voted “WITHHOLD” or “ABSTAIN” will not be considered as present for purposes of establishing a quorum. A broker non-vote occurs when a broker holding sharesdetermining the number of votes required for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.be approved.

Broker non-votes and abstentions will have the same effect as a vote against the first or second proposals, but will have no effect on the third proposal.

Proxies that are properly executed and returned will be voted at the specialannual meeting in accordance with the instructions on the proxy. Any properly executed proxy on which there are no instructions indicated about a specified proposal will be voted as follows:

No

We do not expect any business other than that listed in this proxy statement may properlyto come before the specialannual meeting.

Should any other matter requiring a vote of stockholders properly arise, the persons named in the proxy will vote the shares they represent at their discretion.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of ownership and reports of changes in ownership with the Securities and Exchange Commission, or SEC. These persons are required, by regulations of the SEC, to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of these forms received by us, we believe that, with respect to fiscal year 2015, our officers, directors and 10% stockholders were in compliance with all applicable filing requirements, other than John E. Imhoff, who inadvertently failed to file four Form 4s in 2015, to report (1) the acquisition of shares of Series C preferred stock, (2) the exchange of his shares of Series B preferred stock for additional shares of Series C preferred stock, (3) the acquisition of shares of common stock and Series C1 preferred stock in exchange for his shares of Series C preferred stock, and (4) the May 23, 2016 acquisition of warrants to purchase 106,700 shares of common stock from an unaffiliated third party in a private transaction; and other than Lynne Imhoff (no relation), who inadvertently failed to file a Form 3 upon becoming the beneficial owner of greater than 10% of our outstanding common stock in 2015, as well as two Form 4s in 2015, to report (1) the exchange of her shares of Series B preferred stock for additional shares of Series C preferred stock and (2) the acquisition of shares of common stock and Series C1 preferred stock in exchange for her shares of Series C preferred stock.

SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS

The following table lists information regarding the beneficial ownership of our common stockequity securities as of the record dateAugust 24, 2016 by (i)(1) each person whom we know to beneficially own more than 5% of the outstanding shares of our common stock (ii)(a “5% stockholder”), (2) each director, (iii)(3) each personofficer named in our most recentthe summary compensation table below, and (iv)(4) all directors and executive officers as a group. Unless otherwise indicated, the address of each person listedofficer and director is 5835 Peachtree Corners East, Suite D.D, Norcross, Georgia 30092.

_____________

PROPOSAL NO. 1

APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO A
TOTAL OF 1,000,000,000 SHARES

Proposed Amendment

The board has adopted, and is recommending to the stockholders for approval, an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock by 500,000,000, to a total of 1,000,000,000 shares (the “Authorized Shares Amendment”). If the Authorized Shares Amendment is approved by the required vote of stockholders, paragraph one of Article IV of our certificate of incorporation would be deleted and replaced with the following:

The Corporation is authorized to issue two classes of shares of stock to be designated, respectively, Common Stock, $0.001 par value, and Preferred Stock, $0.001 par value. The total number of shares that the Corporation is authorized to issue is 1,005,000,000 shares. The number of shares of Common Stock authorized is 1,000,000,000. The number of shares of Preferred authorized is 5,000,000.

The proposed amendment, if adopted by the required vote of stockholders, will become effective upon its acceptance by the Delaware Secretary of State.

Background and Reasons for the Authorized Shares Amendment

On September 15, 2015, at a special meeting of stockholders, our stockholders approved a similar amendment to our certificate of incorporation to increase the number of authorized shares of common stock to 500 million. In mid-July 2015, when the board determined to call the September special meeting, the board believed that 500 million shares of common stock would be sufficient to provide for conversion of outstanding and to-be-issued shares of our Series C convertible preferred stock and exercise of outstanding warrants and options, as well as be sufficient for future general corporate purposes, including possible financings or possible equity-based compensation awards. However, due to the subsequent decline in the trading price of our common stock, and the operation of certain price-protection provisions in the Series C convertible preferred stock, the board has determined that the increased authorized shares approved at the September special meeting, while currently sufficient for conversions of Series C convertible preferred stock and exercises of outstanding warrants and options, no longer is sufficient for such future general corporate purposes.

The board, therefore, believes that additional authorized shares are necessary for future general corporate purposes, including possible financings or possible equity-based compensation awards. Our board believes that the availability of such authorized but unissued shares will give us flexibility to respond efficiently to future business and financing needs and other opportunities. Except as described above and elsewhere in this proxy statement, however, we have no current plans, understandings, commitments, agreements or undertakings concerning the issuance of additional authorized shares.

Effects of Increase in Authorized Common Stock on Rights of Stockholders

The Authorized Shares Amendment will not have any immediate effect on the rights of our stockholders. Although the additional authorized shares of common stock will not change the voting rights, dividend rights, liquidation rights or any other stockholder rights, our board will have the authority to issue additional shares of common stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or the rules of any stock exchange on which our securities may be listed in the future. The issuance of additional shares of common stock will decrease the relative percentage equity ownership of our common stockholders, thereby diluting the voting power of their common stock, and, depending on the price at which the additional shares are issued, may also be dilutive to the earnings per share of their common stock.

Although our board recommends authorization of additional shares of common stock for the reasons stated herein, and not in consideration of any possible anti-takeover effect, such additional authorized but unissued shares of common stock could be used by incumbent management to make it more difficult for, and thereby discourage, any attempt to acquire control of us, even though our stockholders may deem such an acquisition desirable. For example, the shares could be privately placed with a purchaser who might support our board in opposing a hostile takeover bid. The issuance of new shares could also be used to dilute the stock ownership and voting power of a third party seeking to remove directors from our board, replace incumbent directors, accomplish certain business combinations or alter, amend or repeal portions of our certificate of incorporation.PROPOSAL NO. 1:

Vote Required

Under Delaware law, the approval of a majority of the outstanding stock entitled to vote thereon is required to amend a certificate of incorporation to effect a change in the number of shares of the authorized capital stock of a corporation.ELECTION OF DIRECTORS

Recommendation

TheOur board of directors unanimously recommendscurrently consists of five members. On May 5, 2016 and May 9, 2016 respectively, Jonathan Niloff and Linda Rosenstock formally announced their decisions not to stand for reelection to the board at the annual meeting. Dr. Niloff was appointed to the board in 2010 and Dr. Rosenstock was appointed in 2012. Both of their decisions to resign were for personal reasons and were not a result of any disagreement with us on any matter relating to our operations, policies or practices. In connection with the decisions of Drs. Niloff and Rosenstock to not stand for reelection, the board has determined to amend the bylaws, effective as of the annual meeting, so that the stockholders vote “FOR” Proposal 1.board of directors will have three to ten members, the exact amount to be determined from time to time by resolution of the board, and to resolve that the board be set at three members as of the annual meeting.

Accordingly, stockholders will elect a board of three directors at the annual meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for each of the three nominees named below, all of whom are presently our directors. If any nominee is unable or declines to serve as a director at the time of the annual meeting, the proxy holders will vote for any nominee who is designated by the present board of directors to fill the vacancy. We do not expect that any nominee will be unable or will decline to serve as a director. The term of office of each person elected as a director, will continue until the next annual meeting or until that person’s successor has been elected.

The nominees for director are as follows:

Directors Nominated for Election to Serve until the 2017 Annual Meeting

Gene S. Cartwright, Ph.D. joined us in January 2014 as the President, Chief Executive Officer and Acting Chief Financial Officer. He was elected as a director on January 31, 2014. His most recent position was with Omnyx, LLC, a Joint Venture between GE Healthcare and the University of Pittsburgh Medical Center, where, as CEO for over four years he founded and managed the successful development of products for the field of Digital Pathology. Prior to his work with Omnyx, LLC, he was President of Molecular Diagnostics for GE Healthcare. Prior to GE, Dr. Cartwright was Divisional Vice President/General Manager for Abbott Diagnostics’ Molecular Diagnostics business. In his 24 year career at Abbott, he also served as Divisional Vice President for U.S. Marketing for five years. He received a Masters of Management degree from Northwestern’s Kellogg School of Management and also holds a Ph.D. in chemistry from Stanford University and an AB from Dartmouth College.

Dr. Cartwright brings over 30 years of experience working in the IVD diagnostics industry. He has great experience in the diagnostics market both in the development and introduction of new diagnostics technologies, as well as extensive successful commercial experience with global businesses. With his background and experience, Dr. Cartwright, as President and Chief Executive Officer, as well as Acting Chief Financial Officer, works with and advises the board as to how we can successfully market and build LuViva international sales.

Michael C. Jameshas served as a member of our board of directors since March 2007 and as Chairman of the Board since October 15, 2013. Mr. James is also the Managing Partner of Kuekenhof Capital Management, LLC, a private investment management company, Chief Executive Officer and the Chief Financial Officer of Inergetics, Inc., a nutraceutical supplements company and also the Chief Financial Officer of Terra Tech Corporation, which is a hydroponic and agricultural company. He also holds the position of Managing Director of Kuekenhof Equity Fund, L.P. and Kuekenhof Partners, L.P. Mr. James currently sits on the board of directors of Inergetics; Inc. Mr. James was Chief Executive Officer of Nestor, Inc. from January 2009 to September 2009 and served on their board of directors from July 2006 to June 2009. He was employed by Moore Capital Management, Inc., a private investment management company from 1995 to 1999 and held position of Partner. He was employed by Buffalo Partners, L.P., a private investment management company from 1991 to 1994 and held the position of Chief Financial and Administrative Officer. He began his career in 1980 as a staff accountant with Eisner LLP. Mr. James received a B.S. degree in Accounting from Farleigh Dickinson University in 1980.

Mr. James has experience both in the areas of company finance and accounting, which is invaluable to us during financial audits and offerings. Mr. James has extensive experience in the management of both small and large companies and his entrepreneurial background is relevant as we develop as a company.

John E. Imhoff, M.D.has served as a member of our board of directors since April 2006. Dr. Imhoff is an ophthalmic surgeon who specializes in cataract and refractive surgery. He is one of our principal stockholders and invests in many other private and public companies. He has a B.S. in Industrial Engineering from Oklahoma State University, an M.D. from the University of Oklahoma and completed his ophthalmic residency at the Dean A. McGee Eye Institute. He has worked as an ophthalmic surgeon and owner of Southeast Eye Center since 1983.

Dr. Imhoff has experience in clinical trials and in other technical aspects of a medical device company. His background in industrial engineering is especially helpful to us, especially as Dr. Imhoff can combine this knowledge with clinical applications. His experience in the investment community is invaluable to a public company often undertaking capital raising efforts.

Vote Required

The three nominees receiving the highest number of affirmative votes of the votes cast will be elected as directors. Abstentions and broker non-votes will not be counted.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE.

PROPOSAL NO. 2:

APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A 1-FOR-800 REVERSE STOCK SPLIT IN A RATIO TO BE DETERMINED BY OUR BOARD OF DIRECTORS RANGING FROM 1-FOR-10 TO 1-FOR-100, OF ALL ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK, AT A TIME IN THE THREE YEARSTO BE EFFECTED AS SOON AS PRACTICABLE FOLLOWING SUCH APPROVAL
TO BE DETERMINED BY THE BOARD

Proposed Amendment

The board has adopted, and is recommending to the stockholders for approval, an amendment to our certificate of incorporation to effect a 1-for-800 reverse stock split in a ratio to be determined by our board of directors ranging from 1-for-10 to 1-for-100, of all issued and outstanding shares of our common stock, at a time in the three yearsto be effected as soon as practicable following such approval to be determined by the board (the “Stock Split Amendment”). The board may elect not to implement a reverse stock split, in its discretion, even if the proposal is approved by our stockholders.

If the Stock Split Amendment is approved by the required vote of stockholders, paragraph one of Article IV of our certificate of incorporation would be supplemented by adding the following:

Upon the effectiveness of the Certificate of Amendment to the Restated Certificate of Incorporation containing this sentence, each [number between 10 and 100, as determined by the Board of Directors following stockholder approval]800 shares of Common Stock issued and outstanding as of the date and time immediately preceding [the effective date on whichof the certificate of amendment is filed]amendment] (the “Split Effective Date”), shall be automatically changed and reclassified, as of the Split Effective Date and without further action, into one fully paid and non-assessable share of Common Stock. There shall be no fractional shares issued. A holder of record of Common Stock on the Split Effective Date who would otherwise be entitled to a fraction of a share of Common Stock shall, in lieu of such fractional share, be entitled to receive one whole share of Common Stock by virtue of rounding up such fractional share to the next highest whole share.

The proposed amendment, if adopted by the required vote of stockholders and if the board subsequently determines to effect a reverse stock split, will become effective upon its acceptance by the Delaware Secretary of State.

Background and Reasons for the Stock Split Amendment

On February 24, 2016, we implemented a 1:100 reverse stock split of all of our issued and outstanding common stock. As a result of the reverse stock split, every 100 shares of issued and outstanding common stock was converted into 1 share of common stock. The board believesbelieved at the time, and continues to believe, that a reverse stock split would enhance the acceptability and marketability of our common stock to the financial community and the investing public and may mitigate any reluctance on the part of certain brokers and investors to trade in our common stock. In addition, the board believes thea reverse stock split would increase the potential for our common stock to be listed on a national exchange, potentially increasing the liquidity of our common stock.stock, although there can be no assurance that a reverse stock split will be sufficient to satisfy applicable listing requirements for any national exchange. Many institutional investors have policies prohibiting them from holding stocks in their own portfolios which trade at prices below certain levels. These policies reduce the number of potential investors in our common stock at its current market price. In addition, analysts at many leading brokerage firms are reluctant to recommend stocks to their clients, or monitor the activity of stocks, that trade at a price per share below certain levels. A variety of brokerage house policies and practices also tend to discourage individual brokers within those firms from dealing in stocks that trade at a price per share below certain levels. Some of those policies and practices pertain to the payment of brokers’ commissions and to time-consuming procedures that function to make the handling of such stocks unattractive to brokers from an economic standpoint. Additionally, because brokers’ commissions on such stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current share price of our common stock can result in an individual stockholder paying transaction costs that represent a higher percentage of total share value than would be the case if our share price were higher. This factor may also limit the willingness of institutions to purchase our common stock.

After reviewing the effects of the February reverse stock split, the board believes that a further reverse stock split is necessary to achieve the objectives described above and, accordingly, originally recommended on May 18, 2016 that our stockholders approve a reverse stock split in a ratio of up to 1:400. Due to the decline in the trading price of our common stock since that date, the board is now recommending the 1:800 ratio in the Stock Split Amendment.

Pursuant to the terms of our outstanding Series C preferred stock, the conversion price of each outstanding share will be subject to potential downward adjustment as a result of a reverse stock split. On the 15^th trading day after a reverse stock split, the conversion price will be adjusted to equal the lesser of (1) the conversion price then in effect and (2) 80% of the then-current market price of our common stock. If the conversion price is so lowered, the outstanding shares of our Series C preferred stock will subsequently be convertible into a disproportionate amount of shares of common stock relative to current common stockholders. As of the record date, a total of three non-affiliates beneficially owned the 1,978.00 shares of Series C preferred stock, which were convertible into 508,744,856 shares of common stock (based on a conversion price of $0.003888 per share).

The board believes that approval of the Stock Split Amendment granting the board authority to effect a reverse stock split at a time and at a split ratio of their choosing (as opposed to approval of an immediate reverse stock split at a specific ratio), would provide the board with maximum flexibility to react to current market conditions and therefore to achieve the purposes of the reverse stock split, if implemented, and to act in the best interests of our stockholders.

Vote Required

Under Delaware law, the approval of a majority of the outstanding stock entitled to vote thereon is required to amend a certificate of incorporation to effect a stock split. On May 26, 2016, our largest stockholder, John Imhoff, who is also on our board of directors, agreed to vote his shares of common stock in favor of the reverse stock split. As of the record date, Dr. Imhoff held 10,361,179 shares, or 5.4%, of the outstanding common stock.

Recommendation

The board of directors unanimously recommends that the stockholders vote “FOR” Proposal 2.

PROPOSAL NO. 3:

Approval of the Adjournment of the Special Meeting if Necessary or Appropriate in the Discretion of the Chairman of the Special Meeting, to Solicit Additional Proxies If There Are Insufficient Votes at the Time of the Special Meeting to Approve Either of the First or Second Proposals

General

This proposal, if adopted, authorizes the chairman of the special meeting to adjourn the special meeting to another time or place, if necessary or appropriate in the discretion of the chairman of the special meeting, to permit further solicitation of proxies to obtain additional votes in favor of the Authorized Shares Amendment or the Stock Split Amendment.

If, at the special meeting, the number of shares of common stock present or represented and voting in favor of the proposals to approve the Authorized Shares Amendment or the Stock Split Amendment is insufficient to approve either of such proposals, we intend to move to adjourn the special meeting in order to enable the board to solicit additional proxies for approval of such proposals. We are asking our stockholders to approve this adjournment if necessary or appropriate in the discretion of the chairman of the special meeting.

Vote Required

The affirmative vote of a majority of the votes present and entitled to vote is required for approval of this proposal.

Recommendation

The board of directors unanimously recommends that the stockholders vote “FOR” Proposal 3.

DESCRIPTION OF SECURITIESPROPOSAL NO. 3

We are authorized to issue 505 million shares

ADVISORY VOTE ON EXECUTIVE COMPENSATION

In 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) that, among other things, imposes a number of stock, in two classes: 500 million shares of common stock, par value $.001 per share, and 5 million shares of preferred stock, including 3,000 shares of Series B convertible preferred stock, par value $.001 per share and 7,200 shares of Series C convertible preferred stock, par value $.001 per share. Asnew corporate governance requirements on publicly held companies. The proxy rules of the record date, thereExchange Act were 130,183,838 sharesrevised pursuant to the Dodd-Frank Act to provide stockholders with the right to vote to approve, on a non-binding, advisory basis, the compensation of common stock outstanding, which were heldour named executive officers, as disclosed pursuant to the compensation and disclosure rules of record by 374 stockholders, 1,277 sharesthe Securities and Exchange Commission. The advisory stockholder vote is commonly referred to as the “say-on-pay” vote.

The purpose of Series B preferred stock outstanding, which were heldour compensation philosophy, policies and practices is to attract and retain experienced, highly qualified executives critical to our long-term success and enhancement of record by 7 stockholders,stockholder value. The board believes our compensation policies and 4,484 sharesprocedures achieve these objectives. Please read the “Corporate Governance – Executive Compensation” section of Series C preferred stock outstanding, which was heldthis proxy statement for additional details about our executive compensation, including information about the fiscal year 2015 compensation of record by 4 stockholders.our named executive officers.

Common Stock
This proposal gives you, as a stockholder, the opportunity to express your views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking stockholder to approve the following resolution:

The holders
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of common stock are entitled to onethe Securities and Exchange Commission, is hereby APPROVED.”

Because your vote for each share held of recordis advisory, it will not be binding on all matters submitted to a vote of stockholders. Subject to preferences thatour board and may not be applicable toconstrued as overruling any outstanding preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declareddecision by the board, outnor to create or imply any additional fiduciary duty of funds legally available thereforthe board. However, the board will review the voting results, and may, in liquidation proceedings. Holdersits sole discretion, take into account the outcome of common stock have no preemptive or subscription rights and there are no redemption rights with respect to such shares.

Preferred Stockthe vote when considering future executive compensation arrangements.

Our board is authorized, without further stockholder action,and our compensation committee believe that our commitment to issue preferred stock in one or more series and to fixresponsible compensation practices justifies a vote by stockholders for the voting rights, liquidation preferences, dividend rights, repurchase rights, conversion rights, redemption rights and terms, including sinking fund provisions, and certain other rights and preferences, ofresolution approving the preferred stock.

Although there is no current intention to do so, our board may, without stockholder approval, issue additional shares of preferred stock or shares of another class or series of preferred stock with voting and conversion rights that could adversely affect the voting power or dividend rights of the holders of common stock and may have the effect of delaying, deferring or preventing a change in control.

Series B Convertible Preferred Stock

Dividends. The holders of Series B preferred stock are entitled to receive quarterly, at the end of each calendar quarter, out of funds legally available therefor, dividends per share at the per annum rate of ten percent of the stated value, prior and in preference to any declaration or payment of any dividend on any stock ranking junior to the Series B preferred stock. Such dividends are cumulative and are compounded annually, and accrue whether or not declared by our board of directors. At our election, dividends on the Series B preferred stock may be paid by the issuance and delivery of whole shares of common stock having an aggregate current market price at the time of issuance equal to the amount of dividends so paid, as long as such shares of common stock are registered for resale under an effective registration statement or such shares are then eligible to be sold without restriction under Rule 144 of the Securities Act. The shares of any classcompensation of our capital stock ranking equal to the Series B preferred stockexecutives, as to dividends and the distribution of assets upon liquidation are referred todisclosed in this prospectus aspari passu stock. If any dividend becomes due and payable toproxy statement.

Vote Required

The votes that stockholders cast for the holders of Series B preferred stock and there is also due and payable a dividend to the holders ofpari passu stock, and we have insufficient funds to make payment in full to all such holders of such respective dividends, then such funds as are available will be distributed among the holders, ratably in proportion to the full amounts to which they would otherwise respectively be entitled.

Conversion. Each share of Series B preferred stock is convertible intoproposal must exceed the number of sharesvotes cast against the proposal to pass. Abstentions and broker non-votes will not be counted in determining whether the proposal has received the requisite number of common stock equal to the quotient obtained by dividing (i) the sum of the stated value plus all declared or accrued but unpaid dividends on such shares of Series B preferred stock, by (ii) the conversion price per share. The per share conversion price as of the record date was $0.10455. The conversion price is subject to adjustment under certain circumstances to protect the holders of Series B preferred stock from dilution relative to certain issuances of common stock, or securities convertible into or exercisablevotes for shares of common stock. Subject to certain exceptions, if we issue shares of common stock, or such other securities, at a price per share less than the then-effective conversion price, the conversion price will be adjusted to equal such lower per share consideration. Effective June 19, 2015, we amended the Series B designations to provide that our board of directors may designate an issuance of our common stock (or security exercisable for or convertible into common stock) as an “excepted issuance” that, as a result of such designation, would be exempt from the “lower price issuance” anti-dilution provisions of the Series B preferred stock.approval.

Recommendation

THE BOARD RECOMMENDS YOU VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMEDEXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATIONDISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

The Series B preferred stock

PROPOSAL NO. 4

RATIFICATION OF the appointment of UHY LLP

UHY LLP is convertible at any time, atour current independent registered public accounting firm. UHY LLP personnel work under the optiondirect control of UHY LLP partners and are leased from wholly-owned subsidiaries of UHY Advisors, Inc. in an alternative practice structure. Representatives of UHY LLP are expected to attend the holder. In addition, on any automatic conversion date, “each shareannual meeting of Series B preferred stock then outstanding automaticallystockholders, will have the opportunity to make a statement if they desire, and will be converted into common stock atavailable to respond to appropriate questions.

We were billed by UHY LLP $192,000 and $220,000 during the then effective conversion rate. An automatic conversion date,fiscal years ended December 31, 2015 and 2014, respectively, for professional services, which include fees associated with the annual audit of financial statements and review of our quarterly reports on Form 10-Q, and other SEC filings.

Audit Committee Pre-Approval Policy and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to certain additional limitationsa specific budget. Our independent registered public accounting firm and requirements, will occur uponmanagement are required to periodically report to the earlieraudit committee regarding the extent of (a)services provided by the date that isindependent registered public accounting firm in accordance with the 30th day after the later of our receipt of an approvable letter from the FDA for our LuViva devicepre-approval, and the date on which the common stock achieves an average closing price for 20 consecutive trading days of at least $0.98 with an average daily trading volume during such 20 consecutive trading days of at least 25,000 shares, (b) the date on which the common stock achieves an average closing price for 20 consecutive trading days of at least $1.16 with an average daily trading volume during such 20 consecutive trading days of at least 25,000 shares, or (c) the date after May 23, 2015 on which the common stock achieves an average closing price for 20 consecutive trading days of at least $0.82 with an average daily trading volume during such 20 consecutive trading days of at least 25,000 shares.

Voting. Each holder of a share of Series B preferred stock is entitled to the number of votes equal to the number of shares of common stock into which such share of Series B preferred stock would be convertible under the circumstances described above on the record datefees for the vote or consent of stockholders, and will otherwise have voting rights and powers equalservices performed to the voting rights and powers of the common stock.date. The audit committee may also pre-approve particular services on a case-by-case basis.

Holders of the Series B preferred stock have the right to

Vote Required

The affirmative vote on those matters which, under the General Corporation Law of the State of Delaware, voting by classes of stock is required and, so long as at least 917 shares (such number subject to adjustment) of Series B preferred stock are outstanding, we may not, without the consent (given by vote in person or by proxy at a meeting called for the purpose, or by written consent) of the holders of a majority of shares present in person or represented by proxy at the sharesmeeting will ratify the appointment of Series B preferred stock then outstanding:

• create or authorize any shares of any class or series of capital stock having a preference or priorityUHY LLP as to either dividends or distribution of assets upon liquidation equal or superior to any such preference or priority of the shares of Series B convertible preferred stock, reclassify any existing securities into shares of such equal or superior stock or amend the terms of any existing securities in a manner inconsistent with the foregoing restriction;
• amend or repeal any provision of, or add any provision to, our certificate of incorporation or bylaws, if such action would adversely alter or change the preferences, rights, privileges, or powers of, or restrictions providedindependent registered public accounting firm for the benefit of, the Series B convertible preferred stock;
• declare, pay or set aside any dividends on any stock ranking junior to the Series B convertible preferred stock, or redeem or repurchase any such junior ranking stock;
• increase or decrease (other than in connection with a redemption or conversion) the authorized number of shares of Series B convertible preferred stock; or
• alter or change the rights, preferences or privileges of the Series B convertible preferred stock in a manner different from each other class ofpari passustock.

Further, and in addition to the approval rights described above, we may not, without the consent of the holders of all of the shares of Series B preferred stock then outstanding, adversely amend or repeal any provision of, or add any provision to, the preferences, rights, privileges or powers of the Series B preferred stock, in respect of:

• the amount of dividends, or the timing of the required payment thereof;
• the liquidation amount, or the timing of the required payment thereof;
• the automatic conversion date; or
• the conversion rights, including the conversion price.

In addition, prior to the date that is the 30th day after the later of our receipt of an approvable letter from the FDA for LuViva and the date on which the common stock achieves an average closing price for 20 consecutive trading days of at least $0.98 with an average daily trading volume during such 20 consecutive trading days of at least 25,000 shares, we may not, without the consent of the holders of 66 2/3% of the shares of Series B preferred stock then outstanding, incur or cause any of our subsidiaries to incur indebtedness for borrowed money, or guarantee indebtedness for borrowed money, that is (i) secured by our intellectual property; or (ii) in excess of $2,000,000.Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF UHY LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR.

Redemption. SubjectCORPORATE GOVERNANCE

Board Meetings and Committees

Our board of directors held fourteen meetings in 2015. No director attended fewer than 75% of the meetings of the board of directors or the committees on which he or she served during 2015. We encourage our directors to certain conditions,attend the annual meeting of stockholders. In 2015, all of our directors attended our annual meeting. All of the members of the board of directors, with the exception of our Chief Executive Officer, serve on the audit, compensation and nomination committees. Although we have the right to redeem,are not subject to the fullest extent permittedlisting standards of any national securities exchange or inter-dealer quotation system, based on the definition of independence in the NASDAQ listing standards, Dr. Imhoff, Mr. James, Dr. Niloff and Dr. Rosenstock are independent directors. The board works with its members and management to identify new board members, and will consider nominees recommended by law,stockholders. Any recommendation should be addressed in writing to the Board of Directors, c/o Corporate Secretary, 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092.

The audit committee selects and engages the independent registered public accounting firm to audit our annual financial statements and pre-approves all orallowable audit services and any portionspecial assignments given to the accountants. The audit committee also determines the planned scope of the outstanding Series B preferred stock atannual audit, any changes in accounting principles, the then-current redemption price,effectiveness and efficiency of our internal accounting staff and the independence of our external auditors. The audit committee met fourteen times in 2015. The audit committee currently consists of Dr. Imhoff, Mr. James and Drs. Niloff, and Rosenstock. Each member of the audit committee is independent in accordance with the NASDAQ listing standards for audit committee independence and applicable SEC regulations. None of the members of the audit committee has participated in the preparation of our financial statements at any time after May 23,during the past three years. The board has also determined that Mr. James and Drs. Niloff, Imhoff, and Rosenstock meet the criteria specified under applicable SEC regulations for an “audit committee financial expert” and that the committee members are financially sophisticated.

The board of directors, in consultation with our Chief Executive Officer, sets the compensation for our officers, reviews management organization and development, reviews significant employee benefit programs and establishes and administers executive compensation programs. The compensation committee currently consists of Dr. Imhoff, Mr. James, Drs. Niloff and Rosenstock, each of whom is independent under NASDAQ listing standards. The compensation committee met fourteen times in 2015.

The redemption price per shareboard of Series B preferred stock willdirectors, in consultation with our Chief Executive Officer, reviews and recommends individuals to be equalnominated as directors. Our board has historically evaluated all candidates based upon, among other factors, a candidate’s financial literacy, knowledge of our industry or other background relevant to our needs, status as a stakeholder, independence, and willingness, ability and availability for service. Other than the foregoing, there have been no stated minimum criteria for director nominees, although our board has considered such other factors as it has deemed to be in the best interests of us and our stockholders. The board has considered diversity as it has deemed appropriate in this context (without having a formal diversity policy), given current needs and the current needs of the board to maintain a balance of knowledge, experience and capability. When considering diversity, the board has considered diversity as one factor, of no greater or lesser importance than other factors and has considered diversity in a broad context of race, gender, age, business experience, skills, international experience, education, other board experience and other relevant factors.

The audit committee and the compensation committee have each adopted charters, which are available on our web site, at www.guidedinc.com/Investors.htm. The nomination committee currently operates without a charter.

Board Leadership Structure and Role in Risk Oversight

Dr. Cartwright, our President and Chief Executive Officer, also serves as a director; our board is led by the Chairman, Mr. James, one of our independent directors. Our board, as a whole, has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees that report on their deliberations to the liquidation amount,full board, as further described below. In addition, our management regularly communicates with the board to discuss important risks for their review and oversight, including unpaid dividends up toregulatory risk and includingrisks stemming from periodic litigation or other legal matters in which we are involved. Given the date of redemption.

Liquidation. In the event of our voluntary or involuntary liquidation, dissolution or winding up, referred to in this prospectus as a liquidation, or a “sale or merger” (as described below), the holderssmall size of the outstanding sharesboard, the board feels that this structure for risk oversight is appropriate (except for those risks that require risk oversight by independent directors only).

The board of Series B preferred stock, at their election, will be entitleddirectors is specifically charged with discussing risk management (primarily financial and internal control risk), and receives regular reports from management, independent auditors, internal audit and outside legal counsel on risks related to, receive in exchange foramong others, our financial controls and in redemptionreporting. The board of each share of their Series B preferred stock, priordirectors reviews risks related to compensation and in preferencemakes recommendations to the holders of stock ranking junior to the Series B preferred stock, (x) in the case of a liquidation, from any funds legally available for distribution to stockholders, and (y) in the case of a sale or merger, from the net proceeds therefrom, an amount equal to the greater of (i) the stated value per share, plus the aggregate amount of all declared or accrued, but unpaid, dividends per share, or (ii) the amounts to which such holders would have been entitled if the shares were converted to shares of common stock immediately before the liquidation, or sale or merger as the case may be.

For purpose of the Series B preferred stock, a “sale or merger” includes, subject to exclusion by the vote of holders of Series B preferred stock constituting at least 66 2/3% of the total number of shares of such series outstanding, voting separately as a class, (a) our merger, reorganization, or consolidation into or with another corporation in which our stockholders immediately preceding such transaction own less than 50% of the voting securities of the surviving corporation, or (b) the sale, transfer, or lease (other than a transfer or lease by pledge or mortgage to abona fide lender) of all or substantially all of our assets to any entity 50% or more of the voting securities of which are not beneficially owned by the beneficial owners of our voting securities prior to such transaction.

Series C Convertible Preferred Stock

Dividends. From the original issue date until 42 months thereafter, the holders of Series C preferred stock are entitled to receive quarterly cumulative dividends at a rate per share (as a percentage of stated value per share) of 12% per year per share payable quarterly on each January 1, April 1, July 1 and October 1 during such period (beginning October 1, 2015) in shares of our common stock (subject to certain conditions) or, at our option, in cash. In addition, upon the conversion of the Series C preferred stock (other than a forced conversion, described below) during the such period, we must pay the converting holder a “make-whole payment” in cash or, at our option (subject to certain conditions), shares of our common stockboard with respect to the converted shares of Series C preferred stock in an amount equalwhether our compensation policies are properly aligned to $420 per $1,000 of stated value, less the amount of any dividends already paid on such shares of Series C preferred stock. To the extent we choose to pay any dividends or make-whole payments in shares of our common stock, such shares will be valued at 80% of then-current market price (calculateddiscourage inappropriate risk-taking, and is regularly advised by management and, as the average daily volume weighted average price of our common stock for the five consecutive trading days prior to payment). After the dividend payment period, holders of Series C preferred stock are only entitled to receive dividends on an as-if-converted basis) with holder of our common stock (other than dividends paid in additional shares of common stock).deemed appropriate, outside legal counsel.

Voting. Except as otherwise proved by law or in the Series C designations, the Series C preferred stock has no voting rights. We may not, without the consent of the holders of a majority of the shares of Series C preferred stock then outstanding, alter or change adversely the powers, preferences or rights given to the Series C preferred stock or alter or amend the Series C designations, create any class of stock with a liquidation preference equal or senior to the Series C preferred stock, amend our charter in any manner that adversely affects any rights of the holders of Series C preferred stock, increase the number of authorized shares of Series C preferred stock, or enter into any agreement with respect to any of the foregoing.

Liquidation. In

Communication with Directors

Any stockholder is welcome to communicate with any director or the eventboard of directors by writing to a director or the board as a whole, c/o Corporate Secretary, 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092.

Director Compensation

None of our liquidation, dissolutiondirectors received any compensation or winding-up, whether voluntaryreimbursement in cash in 2015; however, they did receive stock options or involuntary,shares, in lieu of cash, for 2015 and 2014, respectively, in connection with their services as members of the holdersboard of directors and their service on board committees.

Director Compensation Table, for year ended December 31, 2015

Executive Compensation

The purpose of our Series C preferred stock will be entitledcompensation philosophy, policies and practices is to receive outattract and retain experienced, highly qualified executives critical to our long-term success and enhancement of stockholder value. We rely on a combination of base salary and customary benefits along with long-term equity incentive compensation to achieve these objectives. In establishing compensation packages for our executive officers, the compensation committee believes that we provide our executive officers with the opportunity to earn a competitive annual base salary, and that options grants reward our executive officers for meaningful performance that contributes to enhanced long-term stockholder value and our general long-term financial health, and helps to align the interests of our assets an amount equal to the stated valueexecutive officers with those of their shares, plus any other fees, liquidated damages or dividends then due and owing on their shares, before any distribution or payment to the holders of any junior securities.our stockholders.

Conversion.

Summary Compensation Table

The Series C preferred stock is convertible at any time, at the optionfollowing table lists specified compensation we paid during each of the holder. In addition, iffiscal years ended December 31, 2015 and 2014 to our chief executive officer and our two other most highly compensated executive officers (or former executive officers), collectively referred to as the named executive officers, in 2015:

2015 and 2014 Summary Compensation Table

Dr. Cartwright’s 2015 and 2014 compensation consisted of a base salary of $300,000, with $150,000 performance condition related bonus, and the usual customary company benefits. He also received 20,000 both market price of our common stock for each trading day for 20 of any 30 consecutive trading-day period exceeds 250% of the highest conversion price in effect during such period, we may force each holder to convert all or part of such holder’s shares into shares of common stock.

Each share of Series C preferred stock is convertible into the number ofand performance condition restricted shares of common stock equal(10,000 shares if the stock price closes at/above $1.50 for 30 consecutive trading days (the “Tier 1 Vesting Date”); subject to the quotient obtained by dividingExecutive’s continuous employment with the Company through the applicable vesting date; (i) 5,000 shares will vest on the sumTier 1 Vesting Date; and (ii) 5,000 shares will vest on the first anniversary of the stated value plus all accrued but unpaid dividendsTier 1 Vesting Date. 10,000 GT stock price closes at/above $250.00 for 30 consecutive trading days (the “Tier 2 Vesting Date”); subject to the Executive’s continuous employment with the Company through the applicable vesting date: (i) 5,000 shares will vest on such share, bythe Tier 2 Vesting Date; and (ii) 5,000 shares will vest on the per share conversion price.first anniversary of the Tier 2 Vesting Date). Dr. Cartwright was also issued 350 and 2,500 of stock options that vest over 48 months in 2014. As of the record date, the per share conversion price of the Series C preferred stockDecember 31, 2015, Dr. Cartwright’s deferred salary plus interest was $0.0492. The conversion price will automatically adjust downward to 80% of the then-current market price on each of the following dates: (1) 20 trading days after the effectiveness of the next registration statement to be filed in connection with the Series C preferred stock, (2) 15 trading days after any reverse stock split of our common stock,$282,734 and (3) five trading days after any conversions of our outstanding convertible debt. The conversion price is subject to further adjustment under certain circumstances to protect the holders of Series C preferred stock from dilution relative to certain issuances of common stock, or securities convertible into or exercisable for shares of common stock. Subject to certain exceptions, if we issue shares of common stock, or such other securities, at a price per share less than the then-effective conversion price, the conversion price will be adjusted to equal such lower per share consideration.his deferred bonus was $300,000.

Secured Promissory Note

We have issued and outstanding a secured promissory note that, as amended, provides the holder the right to convert up to $450,000 in outstanding balance into shares of our common stock, which limit will increase by $75,000 monthly beginning August 2015, at a conversion price per share equal to the lower of (1) $0.25 and (2) 75% of the lowest daily volume weighted average price per share of our common stock during the five business days prior to conversion. If the conversion price at the time of any conversion request would be lower than $0.15 per share, we have the option of delivering the conversion amount in cash in lieu of shares of our common stock.

Options and Warrants

As of the record date, we have issued options to purchase a total of 10,955,541 shares of our common stock pursuant to various equity incentive plans, at a weighted average exercise price of $0.45 per share. Recommendations for option grants under our equity incentive plans are made by the compensation committee of our board, subject to ratification by the full board. The compensation committee may issue options with varying vesting schedules, but all options granted pursuant to our equity incentive plans must be exercised within ten years from the date of grant.

We have issued warrants to purchase our common stock from time to time in connection with certain financing arrangements and for other purposes. As of the record date, there are warrants exercisable for an aggregate of 122,811,526 shares of common stock outstanding, as follows:

All outstanding warrant agreements provide for anti-dilution adjustmentsDr. Faupel’s 2015 and 2014 compensation consisted of a base salary of $198,073 and $264,097, respectively, and usual and customary company benefits. He received no bonus in the eventyears ended December 31, 2015 and 2014. He received 1,900 and 350 shares of certain mergers, consolidations, reorganizations, recapitalizations, stock dividends,options, which vest over 48 months in 20154 and 2014, respectively. As of December 31, 2015, Dr. Faupel’s remaining deferred salary plus interest and bonus was $53,433. He also holds a promissory note of $250,512 for past un-paid salary.

Mr. Fowler’s 2015 and 2014 compensation consisted of a base salary of $243,000 and $203,000, respectively, and usual and customary company benefits. He received no bonus in the years ended December 31, 2015 and 2014. He received 1,930 and 350 shares of stock splitsoptions, which vest over 48 months in 2015 and 2014, respectively. As of December 31, 2015, Mr. Fowler’s total deferred salary plus interest was approximately $247,469.

Outstanding Equity Awards to Officers at December 31, 2015

Change of Control Arrangements

We have a compensatory arrangement with our named executive officers that would be triggered upon a change of control of Guided Therapeutics, as described below. Under the stock option agreements with each of our named executive officers, upon a change of control, all options held by the officer will vest immediately. The board committee that administers the stock option plan may provide, by giving at least 30 days prior written notice, that all options will terminate if not exercised in connection with or before the change of control or, if provision is made for assumption of the options, permit the optionee to elect to accept the assumed options. Additionally, after a change of control, if the optionee’s employment is terminated due to a reduction of responsibility, required relocation or other changes in our corporate structure. The warrants identified in note (4)similar action, the executive officer will be entitled to the table and having an exercise price of $0.0900 per share,receive, as well as the warrants identified in notes (12-14) to the table also contain anti-dilution adjustmentsspecified in the eventagreement for each executive officer, three month’s severance, which may be paid either as a lump sum or as a salary continuation, at our option. Generally, a change of control occurs upon an acquisition by any person or group in excess of 50% of our voting securities, a replacement of more than one-half of the members of our board of directors that we issueis not approved by a majority of the members who were on the board before the transaction, the merger of Guided Therapeutics with or into another entity unless the holders of our securities before the transaction continue to hold a majority of our securities after the transaction, or the consolidation or sale of all or substantially all of our assets.

Related Persons Transactions

John E. Imhoff is one of our directors. In June 2015, Dr. Imhoff agreed to exchange certain of his warrants, originally issued in December 2014 and exercisable for 589 shares of our common stock, for two new warrants that, unlike the original warrant, do not contain any price or securitiesshare reset provisions. Each new warrant is exercisable for or convertible intothe same number of shares of our common stock as the original warrant, at prices below the exercise prices of such warrants.

any time until December 2, 2020. The warrants identified note in (4) to the table and having an exercise price of $0.0900the first new warrant is $0.09 per share and the second new warrant is $0.11 per share but, aside from the exercise price, the new warrants are subjectidentical in terms to each other. As additional consideration, we issued Dr. Imhoff an additional 188 shares of common stock. Dr. Imhoff participated on terms equal to those of other holders of the December 2014 warrants.  As a mandatory exercise provision. Subject to certain limitations, we may require exerciseresult of these warrants at any time following (a) the date that is the 30th day after the latertransactions, Dr. Imhoff’s beneficial ownership of our receipt of an approvable letter from the FDA for LuViva and the date on which the common stock achieves an average market price for 20 consecutive trading days of at least $1.30 with an average daily trading volume during such 20 consecutive trading days of at least 25,000 shares, or (b) the date on which the average market price of the common stock for 20 consecutive trading daysincreased from approximately 11.7% immediately prior to the date we deliver a notice demanding exercise is at least $1.62 and the average daily trading volume of the common stock exceeds 25,000 shares for such 20 consecutive trading days. If these warrants are not timely exercised upon demand, they will expire. Upon the occurrence of certain events, we also may be requiredexchange, to repurchase these warrants, as well as the other warrants identified in note (4) to the table.approximately 11.8% immediately afterward.

The warrants identified in note (7) to the table are also subject to a mandatory exercise provision. This provision permits us, subject to certain limitations, to require the exercise of such warrants should the average trading price of our common stock over any 30 consecutive day trading period exceed $0.9216. The warrants identified in note (9) to the table are also subject to a mandatory exercise provision. In the event that the trading price of our common stock is at least two times the initial warrant exercise price for any 20-day trading period, we will have the right to require the immediate exercise of 50% of the then-outstanding warrants. Further, in the event that the trading price of our common stock is at least 2.5 times the initial warrant exercise price for any 20-day trading period, we will have the right to require the immediate exercise of 50% of the then-outstanding warrants. Any warrants not exercised within the prescribed time periods will be canceled to the extent of the number of shares subject to mandatory exercise.

FORWARD-LOOKING STATEMENTSIn September 2015, Dr. Imhoff participated in our Series C preferred stock issuance by exchanging all of his shares of Series B preferred stock and investing $300,000 in cash, for a total of 1,067 shares of Series C preferred stock and warrants to purchase 168,474 shares of common stock. Dr. Imhoff participated on terms equal to those of other Series C investors. As a result of these transactions, Dr. Imhoff’s beneficial ownership of our common stock increased from approximately 14% immediately prior to his first acquisition of shares of Series C preferred stock, to 25% immediately afterward.

Statements

On March 11, 2016, Dr. Imhoff received 18,932 shares of common stock as a dividend on his Series B preferred stock (previously accrued but unpaid), in accordance with the terms of the Series B preferred stock.

In April 2016, Dr. Imhoff exchanged his shares of Series C preferred stock for a total of 2,400.75 shares of Series C1 preferred stock and 10,243,200 shares of common stock. In connection with the exchange, Dr. Imhoff also agreed to roll over the $1,000 stated value per share of his shares of Series C1 preferred stock into the next qualifying financing we undertake on a dollar-for-dollar basis and, except in the event of an additional $50,000 cash investment by Dr. Imhoff, to execute a customary “lockup” agreement in connection with the financing. Dr. Imhoff participated on terms equal to those of other Series C1 investors. As a result of this proxy statement that express “belief,” “anticipation” or “expectation,” as well as other statements that are not historical facts, are forward-looking statements. These forward-looking statements aretransaction, Dr. Imhoff’s beneficial ownership of our common stock increased from approximately 25% immediately prior to the transaction, to 77% immediately afterward.

In June 2016, Dr. Imhoff agreed to exchange certain of his warrants, exercisable for 3,647,651 shares of our common stock and subject to certain risksanti-dilution provisions, in exchange for new warrants, exercisable for 7,295,302 shares of our common stock, but without those anti-dilution provisions. Dr. Imhoff will be required to surrender his old warrants upon consummation of our next financing resulting in net cash proceeds to us of at least $1 million. The new warrants will have an initial exercise price equal to the exercise price of the surrendered warrants as of immediately prior to consummation of the financing, subject to customary “downside price protection” for as long as our common stock is not listed on a national securities exchange, and uncertainties that could cause actual results to differ materiallywill expire five years from historical results or anticipated results, including those that may be set forth under "Risk Factors"the date of issuance.

Lynne Imhoff (no relation) currently beneficially owns in excess of 10% of our outstanding common stock. In September 2015, Ms. Imhoff participated in our annual reportSeries C preferred stock issuance by exchanging all of her shares of Series B preferred stock and investing $125,000 in cash, for a total of 300 shares of Series C preferred stock and warrants to purchase 473,158 shares of common stock. Ms. Imhoff participated on Form 10-K for the year ended December 31, 2014 and subsequently filed quarterly reports on Form 10-Q. Examplesterms equal to those of other Series C investors. As a result of these uncertainties and risks include, but are not limited to:

Forward-looking statements should not be read as a guaranteetransactions, Ms. Imhoff’s beneficial ownership of future performance or results, and will not necessarily be accurate indicationsour common stock increased from approximately 2% immediately prior to her first acquisition of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respectshares of Series C preferred stock, to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements.4% immediately afterward.

Forward-looking statements speak onlyIn April 2016, Ms. Imhoff exchanged her shares of Series C preferred stock for a total of 675 shares of Series C1 preferred stock and 2,880,000 shares of common stock. In connection with the exchange, Ms. Imhoff also agreed to roll over the $1,000 stated value per share of her shares of Series C1 preferred stock into the next qualifying financing we undertake on a dollar-for-dollar basis and, except in the event of an additional $50,000 cash investment by Ms. Imhoff, to execute a customary “lockup” agreement in connection with the financing. Ms. Imhoff participated on terms equal to those of other Series C1 investors. As a result of this transaction, Ms. Imhoff’s beneficial ownership of our common stock increased from approximately 4% immediately prior to the transaction, to 45% immediately afterward.

In June 2016, Ms. Imhoff agreed to exchange certain of her warrants, exercisable for 729,535 shares of our common stock and subject to certain anti-dilution provisions, in exchange for new warrants, exercisable for 1,459,069 shares of our common stock, but without those anti-dilution provisions. Ms. Imhoff will be required to surrender her old warrants upon consummation of our next financing resulting in net cash proceeds to us of at least $1 million. The new warrants will have an initial exercise price equal to the exercise price of the surrendered warrants as of immediately prior to consummation of the financing, subject to customary “downside price protection” for as long as our common stock is not listed on a national securities exchange, and will expire five years from the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

* * * * *

Dated:  October 12, 2015of issuance.

REPORT OF THE AUDIT COMMITTEE

The following report is provided to stockholders by the members of the audit committee of the board of directors:

The audit committee has reviewed and discussed with Guided Therapeutics’ management and UHY LLP, Guided Therapeutics’ independent registered public accounting firm for the fiscal year ended December 31, 2015, the audited financial statements of Guided Therapeutics contained in its annual report to stockholders for the year ended December 31, 2015.

The audit committee has received and reviewed the written disclosures and the letter from UHY LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding UHY LLP’s communications with the audit committee concerning independence, and has discussed with UHY LLP its independence.

Based on the review and discussions referred to above, the audit committee recommended to the board of directors that the audited financial statements be included in Guided Therapeutics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission.

The information contained in the report of theboard of directorswill not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor will this information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

OTHER MATTERS

We know of no other matters to be submitted at the meeting. If any other matters properly come before the meeting, the persons named in the accompanying proxy intend to vote the shares represented by proxy as they, acting in their sole discretion, may determine.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
TO BE PRESENTED AT 2016 ANNUAL MEETING

We must receive proposals of our stockholders that are intended to be presented to stockholders at the 2016 annual meeting at our principal executive offices, no later than April 27, 2017, in order to be considered for inclusion in our proxy statement and form of proxy relating to that meeting. Moreover, with regard to any proposal by a stockholder not seeking to have the proposal included in the proxy statement but seeking to have the proposal considered at the 2016 annual meeting, if that stockholder fails to notify us in the manner just described by July 25, 2017, then the persons who are appointed as proxies may exercise their discretionary voting authority with respect to the proposal, if the proposal is considered at the 2016 annual meeting, even if stockholders have not been advised of the proposal in the proxy statement for that annual meeting. Any proposals submitted by stockholders must comply in all respects with the rules and regulations of the SEC.

Dated: August 25, 2016

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

GUIDED THERAPEUTICS, INC.

SPECIAL2016 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD NOVEMBER 11, 2015SEPTEMBER 23, 2016

The undersigned stockholder of GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”),acknowledges receipt of the notice of specialannual meeting of stockholders and proxy statement for the Special2016 Annual Meeting of Stockholders, and hereby appoints Gene S. Cartwright, Ph.D.proxy and William Wells and each of them, proxies and attorneys-in-fact,attorney-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the special2016 annual meeting to be held on Wednesday, November 11, 2015September 23, 2016 at 10:00 a.m. local time, atthe office of Guided Therapeutics, Inc., 5835 Peachtree Corners East, Suite D, Norcross, Georgia 3039230092and at any adjournment or adjournments of the specialannual meeting, and to vote all shares of common stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below:

[ ] FOR all nominees listed below [ ] WITHHOLD for all nominees listed below

[ ] FOR all nominees listed below, except WITHHOLD for the following nominee(s):____________________

Gene S. Cartwright, Ph.D., John E. Imhoff, M.D.; and Michael C. James

[ ] FOR  [ ] AGAINST [ ] ABSTAIN

[ ] FOR [ ] AGAINST [ ] ABSTAIN

[ ] FOR [ ] AGAINST [ ] ABSTAIN

[ ] FOR      [ ] AGAINST      [ ] ABSTAIN

[ ] FOR      [ ] AGAINST      [ ] ABSTAIN

In their discretion, the proxies will vote upon any other matter or matters, which may properly come before the annual meeting or any adjournment or adjournments of the annual meeting.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTEDFOR THE ELECTION OF EACH OF THE NOMINEES LISTED IN PROPOSAL 1,FOR PROPOSAL 2,THE APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT;FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS; ANDFOR PROPOSAL 3.THE RATIFICATION OF THE APPOINTMENT OF UHY LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR, AND IN THE DISCRETION OF THE DESIGNATED PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.

(This proxy should be marked, dated and signed by the stockholder(s) exactly as his or her name appears on this proxy, and returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign.)