GUIDED THERAPEUTICS, INC.
5835 Peachtree Corners East, Suite D
Norcross, Georgia 30092
August 12, 2016
VIA EDGAR
Russell Mancuso
Branch Chief, Office of Electronics and Machinery
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C. 20549
| Re: | Guided Therapeutics, Inc. |
| Preliminary Proxy Statement on Schedule 14A | |
| Filed August 3, 2016 | |
| File No. 000-22179 |
Dear Mr. Mancuso:
On behalf of Guided Therapeutics, Inc. (the “Company”), we present below supplemental responses to the comments issued by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 27, 2016 (the “Comment Letter”) concerning the above-referenced filing (such filing, the “2016 Proxy Statement”).
The following details the common stock warrant holdings of John E. Imhoff during the period from our October 12, 2015 proxy statement to the 2016 Proxy Statement (all share numbers are presented on a post-reverse split basis):
| 1. | On September 17, 2015 (the date of the beneficial ownership table in the October 12, 2015 proxy statement), Dr. Imhoff had warrants to purchase 105,991 shares of common stock, consisting of the following: |
Warrant | Underlying Shares | |||
| 2013 Tranche A warrants | 3,676 | |||
| 2013 Tranche B warrants | 37,979 | |||
| Warrants exchanged in June 2015 for 2014 public offering warrants | 1,178 | |||
| 2015 Series C warrants (first closing, 9/4/15) | 63,158 | |||
| Total | 105,991 | |||
| 2. | On September 22, 2015, Dr. Imhoff received the remaining Series C warrants (second closing, 105,316 underlying common shares), bringing the total number of shares underlying his Series C warrants to168,474 (as reported in the related-party transactions disclosure in the 2016 Proxy Statement, albeit on a pre-split basis, and now reported on a post-split basis in the revised proxy statement filed with this letter). |
| 3. | On December 2, 2015, as a result of the operation of the anti-dilution ratchet for his Tranche B warrants (resulting from transactions between the Company and third parties unaffiliated with Dr. Imhoff), the number of shares underlying those warrants increased to 332,654. On March 28, 2016, as a result of the operation of the anti-dilution ratchet for his Tranche B warrants (again, resulting from transactions between the Company and third parties unaffiliated with Dr. Imhoff), the number of shares underlying those warrants increased to 3,647,651. On June 13, 2016, Dr. Imhoff agreed to exchange his Tranche B warrants for new warrants for two times the number of underlying shares. When issued, the new warrants will be exercisable for7,295,303 shares of common stock. |
| 4. | On May 23, 2016, Dr. Imhoff was assigned Series C warrants, exercisable for106,700 shares of common stock, from an unaffiliated third party. Dr. Imhoff failed to report this transaction on a Form 4. The revised proxy statement filed with this letter reflects this failure. |
| 5. | Accordingly, in footnote 6 of Exhibit A to our letter dated July 7, 2016, we noted that Dr. Imhoff had warrants to purchase 7,575,331 shares of common stock, consisting of the following: |
Warrant | Underlying Shares | Change from Item 1 |
| 2013 Tranche A warrants | 3,676 | No change |
| Warrants exchanged in June 2015 for 2014 public offering warrants | 1,178 | No change |
| 2015 Series C warrants (first closing, 9/4/15) | 63,158 | No change |
| 2015 Series C warrants (second closing, 9/22/15) | 105,316 | See item 2 |
| 2015 Series C warrants (assigned from third party) | 106,700 | See Item 4 |
| Warrants to be exchanged for Tranche B warrants (and after operation of anti-dilution ratchets) | 7,295,303 | See Item 3 |
| Total | 7,537,331 |
We note that, if you subtract the warrants to be exchanged for Tranche B warrants (7,295,303 shares) from the total (7,537,331 shares), the result is280,028 shares, the amount of “other warrants” (i.e., warrants that were not affected by the triggers of the ratchet provisions) listed in the table in footnote 6 of Exhibit A.
With regard to the related-party transaction disclosure of the common stock dividend paid to Dr. Imhoff on his Series B preferred stock, we confirm that the dividend was accrued prior to his exchange of his Series B preferred shares for Series C preferred shares, but was unpaid until March 2016. The revised proxy statement filed with this letter reflects that fact.
Finally, we have amended the reverse stock split proposal in the revised proxy statement filed with this letter, to reflect our board’s decision to increase the split ratio from 1:400 to 1:800.
* * * * *
The Company hereby acknowledges that:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact the undersigned at (770) 242-8723 in connection with any questions or comments relating to the filings by the Company. Thank you for your attention to this matter
| Sincerely, | |
| /s/ Gene S. Cartwright, Ph.D. | |
| Gene S. Cartwright, Ph.D. | |
| President and Chief Executive Officer |
Cc: Heith D. Rodman
