Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. GUIDED THERAPEUTICS INC (924515) 10-Q/A published on Aug 18, 2021 at 1:22 pm
Reporting Period: Mar 30, 2021
This Amendment No. 1 on Form 10-Q/A is filed solely to amend and restate sections in Part I of Item 1 and 2 of the Form 10-Q for the quarter ended March 31, 2021, which was filed on May 21, 2021 (the “Form 10-Q”), due to a clerical error in the authorized number of shares available for the Series F preferred shares. The Company was only authorized to issue 1,500 and not 5,000 of the Series F preferred shares due to the oversubscribed offering. The amendment is then filed in order to reclassify capitalized Series F preferred shares in the amount of $3,087,000 (3,087 Series F preferred shares) to a subscription receivable, reverse of $86,553 in gain from the elimination of debt in the exchange of debt for Series F preferred shares, and to reverse $2,573 in accrued dividends for unissued series F preferred shares. In order to account for the oversubscribed series F preferred shares, the Company was required to issue a new series of preferred shares named series F-2. The series F-2 preferred shares have the same terms as provided by the series F preferred shares. No other changes to the Form 10-Q are included in this Amendment No. 1 other than as described above. This Amendment No. 1 does not modify or update any financial or other disclosures presented in the Form 10-Q other than as noted above, and does not reflect events occurring after the filing of the Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Form 10-Q, which provides information as of the date thereof. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.
Cash received from investors for common stock shares that has not completed processing is recorded as a liability to subscription receivables. As of March 31, 2021, and December 31, 2020 the Company had an outstanding amount due of $3,380,000 and nil, respectively. The balance was primarily due to series F preferred stock that was oversubscribed by cash investment and exchanged debt in the amount of $3,087,479. The Company issued 3,087 series F-2 preferred stock during the second quarter of 2021 for the $3,087,479 subscription receivable, excluding the fair value of warrants issued in conjunction with the series F-2 preferred stock and any costs to raise capital. The subscription receivable was also reduced by $56,670 for finder’s fees.
On February 19, 2021, the Company exchanged $100,000 and $85,000 of long-term debt for Dr. Cartwright and Dr. Faupel, The Company recorded this exchange as a subscription receivable and it will issue 100 and 85 series F-2 preferred stock shares, respectively in accordance with the terms of the agreement during the second quarter of 2021.
The Board designated 1,500 shares of preferred stock as Series F Preferred Stock, 1,421 of which remain outstanding. During 2021, the Company entered into a Stock Purchase Agreement with certain accredited investors (“the Series F Investors”). In total, for $1,421,000 the Company issued 1,421 shares of Series F Preferred Stock. 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”). 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”) 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 2021, we received equity investments in the amount of $2,099,000 and incurred fees due on these investments of $131,000. These investors received a total of 1,421 Series F preferred stock (if the Investor elects to convert their Series F preferred stock, each Series F preferred stock shares converts into 4,000 shares of the Company’s common stock shares) and $678,000 was recorded as subscription receivable for the oversubscribed amounts received for the three months ended of March 31, 2021. The investors for the oversubscribed amount received Series F-2 preferred stock shares during the second quarter of 2021.