Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 2, 2026, Guided Therapeutics, Inc. (the "Company") completed the exchange (the "Warrant Exchange") of certain outstanding warrants to purchase shares of the Company's common stock, par value $0.001 per share (the "Common Stock").

Pursuant to the Warrant Exchange, holders of the Company's outstanding warrants issued in connection with the Company's September 1, 2022 Private Offering (the "Eligible Warrants") were permitted to exchange such Eligible Warrants for shares of Common Stock at an exchange ratio of 1 share of Common Stock for each Eligible Warrant share tendered and accepted.

The Warrant Exchange expired at 8:00 a.m., Eastern Time, on February 25, 2026 (the "Expiration Date"). As of the Expiration Date, an aggregate of 4,825,000 Eligible Warrant Shares, representing approximately 22.7% of the outstanding Eligible Warrants, had been validly tendered and not withdrawn. On February 25, 2026, the Company accepted all such tendered Eligible Warrants for exchange. The Company received aggregate cash proceeds of $980,000 from the exercise of warrants in connection with the Warrant Exchange.

On March 2, 2026, the Company issued an aggregate of 4,825,000 shares of restricted Common Stock in exchange for the tendered Eligible Warrants. Upon issuance of the shares of Common Stock, all Eligible Warrants accepted in the Warrant Exchange were cancelled.

The Warrant Exchange was conducted pursuant to the terms and subject to the conditions set forth in the Company's Offer to Exchange, dated February 11, 2026, in which eligible warrants originally priced at $0.65 could be exercised at $0.25 cents and eligible warrants originally priced at $0.50 could be exercised at $0.20 so long as the eligible warrants were exercised by the expiration date of February 25, 2026 and the holder exercised all of either their $0.65 or $0.50 warrants. For warrant holders that participated in the Warrant Exchange pursuant to the terms of the Warrant Exchange, the expiration date of their remaining unexercised Eligible Warrants was extended by one year from the original expiration date of the warrants.

Item 3.02 Unregistered Sales of Equity Securities.

In connection with the Warrant Exchange described in Item 1.01 above, on March 2, 2026, the Company issued an aggregate of 4,825,000 shares of Common Stock to holders of Eligible Warrants.

The shares of Common Stock were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. The Company did not pay any commission or other remuneration to any person for soliciting the exchange of Eligible Warrants.