GUIDED THERAPEUTICS INC

Summary Compensation Table

The following table lists specified compensation we paid or accrued during each of the fiscal years ended December 31, 2025 and 2024 to the Chief Executive Officer, Chief Operating Officer and Acting Chief Financial Officer.

On June 3, 2025, the Board of Directors approved a revised compensation arrangement for Dr. Faupel. Effective June 1, 2025, Dr. Faupel’s annual base salary was increased to $240,000. Dr. Faupel may elect to defer up to $100,000 of his annual salary, which accrues interest at a rate of 6% per annum. Deferred compensation totaling $373,783 as of May 23, 2025 continues to accrue interest at 6%. Beginning December 31, 2025, all accrued and future deferred compensation amounts are convertible, at Dr. Faupel’s option, into shares of the Company’s common stock at a conversion price of $0.25 per share. All amounts owed to Dr. Faupel become due and payable within ten business days if his employment as Chief Executive Officer is terminated by the Board.

Dr. Faupel was also granted warrants to purchase up to an aggregate of 6,000,000 shares of common stock, subject to the achievement of specified performance milestones related to regulatory progress for the Company’s LuViva Advanced Cervical Scan. The awards consist of (i) warrants to purchase 2,500,000 shares upon receipt of an approvable letter from the U.S. Food and Drug Administration, (ii) warrants to purchase 1,500,000 shares upon receipt of comparable approval from the Chinese National Medical Products Administration, each at an exercise price of $0.40 per share, and (iii) warrants to purchase 2,000,000 shares upon the filing of U.S. pivotal trial data with the FDA at an exercise price of $0.25 per share. The warrants include cashless exercise provisions and expire five years after becoming exercisable, subject to a maximum term of ten years from the date of issuance.

The below table reflects the updated roles and total compensation owed to the named executive officer for the years ended December 31, 2025 and 2024:

(1) From January 2024 - May 2025, Dr. Faupel was owed $16,667 per month as compensation. Beginning May 2025, Mr. Faupel was owed $20,000 per month as compensation. Mr. Faupel was paid $126,725 from January 2024 - December 2025. The remaining balance of his compensation has been deferred.

(2) On August 27, 2025, the Company entered into an agreement with Dr. Faupel to exchange $25,000 of a promissory note payable (issued for deferred compensation) for 138,889 shares of common stock and 138,889 warrants to purchase up to 138,889 shares of common stock. The warrants, which were immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.25 per share.

(3) On June 3, 2025, the Company granted 110,000 stock options to Dr. Faupel. The stock options, which have an exercise price of $0.14, will expire on June 3, 2025. One fourth of the stock options vested immediately, while the remaining options will vest over a period of 33 months, beginning on September 9, 2025.

(4) On July 9, 2024, the Company granted 100,000 stock options to Mr. Faupel. The stock options, which have an exercise price of $0.12, will expire on July 8, 2034. One fourth of the stock options vested immediately, while the remaining options will vest over a period of 33 months, beginning on October 9, 2024.

(5) Other compensation is related to health insurance benefits.

Outstanding Equity Awards to Officers at December 31, 2025

Outstanding Equity Awards to Directors at December 31, 2025

Equity Compensation Policy

While we do not have a formal written policy in place with regard to the timing of certain equity awards in relation to the disclosure of material nonpublic information, our Board and the Compensation Committee do not seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly disclosed. It has been our practice generally to grant initial equity awards to our officers and non-employee directors in connection with their hiring or appointment to the Board, as applicable. We generally intend to issue equity awards to our officers at approximately the same time each year, typically in close proximity to the first regularly scheduled meeting of our Compensation Committee each fiscal year.