CORRECTING and REPLACING Guided Therapeutics Announces Private Placement of
up to $3,000,000 in Senior Convertible Notes
CORRECTION…by Guided Therapeutics, Inc.
NORCROSS, Ga. -- April 25, 2014
Sixth paragraph of release dated April 24, 2014, should read: Olympus
Securities, LLC. acted as sole placement agent for the private placement
(instead of Etico Capital acted as sole placement agent for the private
The corrected release reads:
GUIDED THERAPEUTICS ANNOUNCES PRIVATE PLACEMENT OF UP TO $3,000,000 IN SENIOR
Guided Therapeutics, Inc. (OTCQB: GTHP) today announced that it has agreed to
sell, in a private placement to Hanover Holdings I, LLC, an affiliate of Magna
Group (“Magna”), up to $3,000,000 in aggregate principal amount of 6% Senior
Convertible Notes due 18 months from the date of issuance.
Net proceeds from the private placement are intended to be used for general
corporate purposes, including to support manufacturing and marketing of the
Guided Therapeutics LuViva® Advanced Cervical Scan.
Pursuant to a Securities Purchase Agreement, dated April 23, 2014, Magna has
purchased an initial Note with a principal amount of $1,500,000, for a
purchase price of $1,000,000. Up to $500,000 in principal (plus interest
accrued thereon) on the Note will be automatically extinguished upon the
effectiveness of a resale registration statement within 90 days (assuming the
Note is not otherwise in default).
Additionally, conditioned upon the effectiveness of the resale registration
statement, Magna agreed to purchase, by the tenth trading day after
effectiveness, an additional senior convertible Note with a principal amount
of $2,000,000, for a purchase price of $2,000,000.
The Notes will pay interest at a rate of 6% per year, payable at maturity.
Subject to certain limitations, the Notes are convertible into shares of the
Company’s common stock at any time after the earlier of six months from
issuance or the effectiveness of the registration statement, in whole or in
part, at Magna’s option, as detailed in the corresponding current report on
Form 8-K filed in conjunction with this press release. Magna is not involved
in any “short sale” transactions in the Company’s common stock and will be
subject to certain trading restrictions, also as detailed in the current
Olympus Securities, LLC. acted as sole placement agent for the private
Neither the Notes nor the shares of Guided Therapeutics Common Stock issuable
upon conversion of the Notes have been registered under the Securities Act of
1933, as amended, and none of these securities may be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any jurisdiction where such offer, solicitation or
jurisdiction would be unlawful.
Forward-Looking Statements Disclaimer: A number of the matters and subject
areas discussed in this news release that are not historical or current facts
deal with potential future circumstances and developments, including among
others, the timing of the closing of the private placement and the amount of
gross proceeds and the use of net proceeds from the private placement. The
discussion of such matters and subject areas is qualified by the inherent
risks and uncertainties surrounding future expectations generally and also may
materially differ from Guided Therapeutics’ actual future experience involving
any of or more of such matters and subject areas. Such risks and uncertainties
include those related to our ability to complete the transactions contemplated
by the private placement, our ability to realize the expected benefits of the
private placement, the sufficiency of the capital raised in the private
placement and the ability of Guided Therapeutics to raise additional capital,
the extent of dilution of the holdings of our current stockholders upon
conversion or exercise of securities issued in connection with capital raising
efforts, the early stage of Guided Therapeutics products in development, the
uncertainty of market acceptance of products, the uncertainty of development
or effectiveness of distribution channels, the intense competition in the
medical device industry, the uncertainty of capital to develop products or
continue as a going concern, the uncertainty of regulatory approval of
products, dependence on licensed intellectual property, as well as those that
are more fully described from time to time under the heading “Risk Factors” in
Guided Therapeutics’ reports filed with the Securities and Exchange
Commission, including Guided Therapeutics’ Annual Report on Form 10-K for the
fiscal year ended December 31, 2013, and subsequent quarterly reports.
For Guided Therapeutics
Bill Wells, 770-242-8723
Alison Ziegler, 212-554-5469
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