QT Imaging Sells $1M Stock, Issues Warrants

TL;DR

QT Imaging just raised $1M cash by selling stock and warrants to an investor.

AI Summary

On February 28, 2024, QT Imaging Holdings, Inc. entered into a Material Definitive Agreement, specifically a Securities Purchase Agreement, with an accredited investor. This agreement involves the sale of 1,000,000 shares of common stock at a purchase price of $1.00 per share, for a total of $1,000,000. The company also issued a warrant to purchase an additional 1,000,000 shares of common stock at an exercise price of $1.50 per share.

Why It Matters

This transaction provides QT Imaging with immediate capital, which can be crucial for funding operations, research, or expansion. The issuance of warrants also creates potential future dilution and upside for investors.

Risk Assessment

Risk Level: medium — The company is raising capital through a stock sale, which can indicate a need for funds, and the warrants introduce potential future dilution.

Key Numbers

• $1.0M — Capital Raised (From sale of common stock)
• $1.50 — Warrant Exercise Price (Potential future capital infusion)

Key Players & Entities

• QT Imaging Holdings, Inc. (company) — Registrant
• February 28, 2024 (date) — Date of Securities Purchase Agreement
• $1,000,000 (dollar_amount) — Total proceeds from stock sale
• 1,000,000 shares (share_amount) — Number of shares sold
• $1.00 (dollar_amount) — Price per share
• 1,000,000 shares (share_amount) — Number of shares issuable upon warrant exercise
• $1.50 (dollar_amount) — Warrant exercise price

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share QTI The Nasdaq Stock Mark
• $11.50 — tock quoted on Nasdaq equals or exceeds $11.50 per share (as adjusted for stock splits
• $50,000,000 — es of common stock for a value of up to $50,000,000, of which $10,000,000 would be advanced
• $10,000,000 — a value of up to $50,000,000, of which $10,000,000 would be advanced by Yorkville at Closi
• $4.61395 — ssuance of the Yorkville Note, which is $4.61395 (the " Fixed Price "), or (b) 95% of th
• $2.00 — Variable Price, means the lower of (i) $2.00 per share or (ii) the VWAP of the Commo
• $1,500,000 — ts in an amount equal to the sum of (i) $1,500,000 of principal in the aggregate among all
• $10.00 — the Working Capital Note, at a price of $10.00 per unit, into units identical to the p
• $943,640 — partially convert (the " Conversion ") $943,640 in principal balance outstanding under
• $556,360 — paid the remaining principal balance of $556,360 to GigAcquisitions5 concurrently with t
• $11,500,000 — on with the Closing, the Company issued $11,500,000 of convertible notes (the " Convertible

Filing Documents

• d807607d8k.htm (8-K) — 62KB
• d807607dex101.htm (EX-10.1) — 174KB
• d807607dex102.htm (EX-10.2) — 86KB
• d807607dex103.htm (EX-10.3) — 60KB
• d807607dex104.htm (EX-10.4) — 95KB
• d807607dex105.htm (EX-10.5) — 85KB
• d807607dex106.htm (EX-10.6) — 102KB
• d807607dex107.htm (EX-10.7) — 48KB
• d807607dex108.htm (EX-10.8) — 145KB
• d807607dex991.htm (EX-99.1) — 18KB
• 0001193125-24-058805.txt ( ) — 1246KB
• qti-20240228.xsd (EX-101.SCH) — 3KB
• qti-20240228_lab.xml (EX-101.LAB) — 18KB
• qti-20240228_pre.xml (EX-101.PRE) — 11KB
• d807607d8k_htm.xml (XML) — 4KB

Financial Statements and Exhibits

Financial Statements and Exhibits Exhibit Description 10.1 Stock Subscription Agreement, dated February 28, 2024, by and among GigCapital5, Inc., QT Imaging, Inc., and William Blair & Co., L.L.C. 10.2 Registration Rights Agreement, dated March 4, 2024, by and among GigCapital5, Inc. and certain stockholders 10.3 Lock-Up Agreement, dated March 4, 2024, by and among GigCapital5, Inc., QT Imaging, Inc. and Dr. John Klock 10.4 Promissory Note, dated March 4, 2024, issued by QT Imaging Holdings, Inc. to YA II PN, Ltd. 10.5 Note Purchase Agreement, dated February 29, 2024, by and between GigCapital5, Inc., QT Imaging, Inc. and Funicular Funds, LP 10.6 Form of Promissory Note by and between QT Imaging Holdings, Inc. and Funicular Funds, LP 10.7 Form of Guaranty by and between QT Imaging, Inc., QT Ultrasound Labs, Inc. and Funicular Funds, LP 10.8 Form of Security Agreement by and between QT Imaging Holdings, Inc., QT Imaging, Inc., QT Ultrasound Labs, Inc. and Funicular Funds, LP 99.1 Press Release, dated March 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted materials to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. QT Imaging Holdings, Inc. Dated: March 5, 2024 By: /s/ Stas Budagov Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR