Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Resignation of Mr. Gene Cartwright

On March 3, 2023, Dr. Gene Cartwright notified the Board of Directors (the "Board") of Guided Therapeutics, Inc. (the "Company") of his intent to retire from his position as President and Chief Executive Officer of the Company and as a member of the Board, effective immediately. Mr. Cartwright's retirement was not the result of any disagreement with management or the Company on any matter relating to the Company's operations, policies or practices.

Appointment of Dr. Mark Faupel and Mr. Alan Grujic





Dr. Mark Faupel

On March 7, 2023, the Board appointed Dr. Mark Faupel, Ph.D., 67, the Company's Chief Operating Officer since December 2016, to replace Mr. Cartwright as the Company's President and Chief Executive Officer, effective as of March 6, 2023. Dr. Faupel is one of the co-founders of the Company and he previously served as the Company's Chief Executive Officer from May 2007 through 2013. Dr. Faupel has also been a member of the Board since 2017. Dr. Faupel has more than 30 years of experience in developing non-invasive alternatives to surgical biopsies and blood tests, particularly in the area of cancer screening and diagnostics. Dr. Faupel has served as a National Institutes of Health reviewer, is the inventor on several U.S. patents and has authored numerous scientific publications and presentations, appearing in such peer-reviewed journals as The Lancet. Dr. Faupel earned his Ph.D. in neuroanatomy and physiology from the University of Georgia. The Company believes Dr. Faupel is more than suitable to fulfill the roles of President and Chief Executive Officer of the Company because of his educational background and his extensive experience in several other executive roles within the Company.

The Board decided to defer discussing his compensation and the Company's compensation committee plans on meeting at a later date to determine the additional compensation that will be paid to Dr. Faupel for acting as the President and Chief Executive Officer of the Company.

Aside from agreements that have previously been disclosed by the Company in its filings with the Securities and Exchange Commission, Dr. Faupel has not been involved in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Dr. Faupel and any other director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company and there are no arrangements or understandings between him and any other persons pursuant to which he was or is to be selected as an officer.





Mr. Alan Grujic

On March 7, 2023, the Board appointed Mr. Alan Grujic to replace Mr. Cartwright on the Board, effective March 8, 2023. Mr. Grujic, 55, earned a bachelor's degree in electrical engineering from the University of Toronto and an MBA with a concentration in finance from the University of British Columbia. After commencing his engineering career at CAMI Automotive (Ingersoll, Ontario), Mr. Grujic began a new career in international finance where he was promoted to Director at TD Bank from 1994 to 2002. While in this role, he was stationed in various cities including Toronto, London, and Tokyo. In 2002, Mr. Grujic co-founded and was a managing partner of Infinium Securities, a company which was a large participant in the U.S. and European financial markets, and, at times, was the top equity trader in Canada. In 2012, Mr. Grujic founded Galiam Capital, a hedge fund that raised most of its capital from several large financial institutions. This fund was the largest new quantitative fund launch in 2012. Most recently, Mr. Grujic served as Managing Partner and Chief Executive Officer of All of Us Financial, which he sold to a large publicly listed fintech company in 2021. The Company believes Mr. Grujic is qualified to serve on the Board because of his considerable experience with financial markets and institutions. Mr. Grujic was not appointed as a member of any of the committees of the Board.

Mr. Grujic (a) is not a party to any arrangement or understanding with any other person pursuant to which he was selected as a director of the Company and (b) has not been involved in any transaction with the Company that would require disclosure under Item 404(a) of the Regulation S-K.






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