Statement of Ownership (sc 13g)
July 06 2022 - 04:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act
of 1934
Guided Therapeutics, Inc.
(Name of Issuer)
Common Shares
(Title of Class of
Securities)
40171F501
(CUSIP Number)
June 22, 2022
(Date of Event which Requires Filing
of this Statement)
Check the
appropriate box to designate the rule pursuant to which this
Schedule is filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o Rule
13d-1(d)
* The remainder of this
cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover
page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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| CUSIP No. 40171F501 |
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13G |
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Page 2 of 9 Pages |
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Advisors, Inc. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(a) o
(b) o |
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
ONTARIO, CANADA |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
2,338,740 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
2,338,740 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,338,740 |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
8.3%1 |
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12. |
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TYPE OF REPORTING PERSON (see
instructions)
CO |
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1 This percentage is
calculated based upon 27,583,473 shares of the Issuer’s common
stock outstanding as of June 2, 2022 as confirmed by the
Issuer.
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| CUSIP No. 40171F501 |
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13G |
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Page 3 of 9 Pages |
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Salamon |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(a) o
(b) o |
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
ONTARIO, CANADA |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
2,338,740 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
2,338,740 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,338,740 |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
8.3%1 |
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12. |
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TYPE OF REPORTING PERSON (see
instructions)
IN |
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1 This percentage is
calculated based upon 27,583,473 shares of the Issuer’s common
stock outstanding as of June 21, 2022.
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| CUSIP No. 40171F501 |
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13G |
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Page 4 of 9 Pages |
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gilad Aharon |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(a) o
(b) o |
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
ONTARIO, CANADA |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
2,338,740 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
2,338,740 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,338,740 |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
8.3%1 |
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12. |
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TYPE OF REPORTING PERSON (see
instructions)
IN |
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1 This percentage is
calculated based upon 27,583,473 shares of the Issuer’s common
stock outstanding as of June 21, 2022.
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| CUSIP No. 40171F501 |
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13G |
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Page 5 of 9 Pages |
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Master Fund L.P. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(a) o
(b) o |
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
CAYMAN ISLANDS |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
2,338,740 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
2,338,740 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,338,740 |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
8.3%1 |
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12. |
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TYPE OF REPORTING PERSON (see
instructions)
PN |
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1 This percentage is
calculated based upon 27,583,473 shares of the Issuer’s common
stock outstanding as of June 21, 2022.
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| CUSIP No. 40171F501 |
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13G |
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Page 6 of 9 Pages |
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Item 1.
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(a) |
Name of Issuer: Guided Therapeutics,
Inc. |
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(b) |
Address of Issuer’s Principal
Executive Offices
5835 Peachtree Corners East,
Suite B
Peachtree Corners, GA 30092
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Item 2.
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(a) |
Name of Person Filing
Rosalind Advisors, Inc. (“Advisor” to
RMF)
Rosalind Master Fund L.P.
(“RMF”)
Steven Salamon
(“President”)
Steven Salamon is the portfolio
manager of the Advisor which advises RMF.
Gilad Aharon is the portfolio manager
and member of the Advisor which advises RMF.
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(b) |
Address of the Principal Office or,
if none, residence
Rosalind Advisors, Inc.
175 Bloor Street East
Suite 1316, North Tower
Toronto, Ontario
M4W 3R8 Canada
Rosalind Master Fund L.P.
P.O. Box 309
Ugland House, Grand Cayman
KY1-1104, Cayman Islands
Steven Salamon
175 Bloor Street East
Suite 1316, North Tower
Toronto, Ontario
M4W 3R8 Canada
Gilad Aharon
175 Bloor Street East
Suite 1316, North Tower
Toronto, Ontario
M4W 3R8
Canada
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(c) |
Citizenship
Rosalind Advisors, Inc.: Ontario, Canada
Rosalind Master Fund L.P.: Cayman
Islands
Steven Salamon: Ontario,
Canada
Gilad Aharon: Ontario,
Canada
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(d) |
Title of Class of Securities
Common Stock |
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(e) |
CUSIP Number
40171F501 |
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| CUSIP No. 40171F501 |
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13G |
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Page 7 of 9 Pages |
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Item 3. If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
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(a) |
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Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J). |
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Item
4. Ownership.
Provide the following information
regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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(a) |
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Amount beneficially
owned:
Rosalind Master Fund L.P. is the
record owner of 2,338,740 shares of common stock.
Rosalind Advisors, Inc. is the
investment advisor to RMF and may be deemed to be the beneficial
owner of shares held by RMF. Steven Salamon is the portfolio
manager of the Advisor and may be deemed to be the beneficial owner
of shares held by RMF. Notwithstanding the foregoing, the Advisor
and Mr. Salamon disclaim beneficial ownership of the
shares.
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(b) |
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Percent of
class:
Rosalind Advisors, Inc. –
8.3%
Rosalind Master Fund L.P. –
8.3%
Steven Salamon – 8.3%
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| CUSIP No. 40171F501 |
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13G |
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Page 8 of 9 Pages |
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(c) |
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Number of shares as to which the
person has: |
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(i) |
Shared power to vote or to direct the
vote
Rosalind Advisors, Inc. –
2,338,740
Rosalind Master Fund L.P. –
2,338,740
Steven Salamon – 2,338,740
Gilad Aharon - 2,338,740
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(ii) |
Sole power to dispose or to direct the
disposition of – 0 |
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(iii) |
Shared power to dispose or to direct
the disposition of
Rosalind Advisors, Inc. –
2,338,740
Rosalind Master Fund L.P. –
2,338,740
Steven Salamon – 2,338,740
Gilad Aharon - 2,338,740
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Instruction. For computations
regarding securities which represent a right to acquire an
underlying security see §240.13d-3(d)(1).
Item 5. Ownership of
Five Percent or Less of a Class.
If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following o.
Instruction. Dissolution of a
group requires a response to this item.
Item 6. Ownership of
More than Five Percent on Behalf of Another Person.
Item 7 – 9. Not
Applicable
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| CUSIP No. 40171F501 |
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13G |
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Page 9 of 9 Pages |
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Item 10. |
Certification. |
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By signing below I certify that, to
the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
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After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
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7/6/2022 |
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Date
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/s/
Steven Salamon
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Signature |
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Steven Salamon/President Rosalind Advisors, Inc.
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Name/Title |
Guided Therapeutics (QB) (USOTC:GTHP)
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