QT Imaging Completes Asset Acquisition

TL;DR

QT Imaging just bought some assets, changing things up. Big deal for them.

AI Summary

On March 4, 2024, QT Imaging Holdings, Inc. (formerly GigCapital5, Inc.) announced the completion of its acquisition of the assets of a company. This transaction involved a significant change in the company's structure and operations, as indicated by multiple 8-K filings related to material definitive agreements, completion of acquisitions, changes in control, and amendments to its articles of incorporation.

Why It Matters

This acquisition marks a significant strategic move for QT Imaging Holdings, potentially expanding its market presence and operational capabilities in the electromedical apparatus sector.

Risk Assessment

Risk Level: medium — The filing indicates a change in control and completion of an acquisition, which can introduce integration risks and strategic uncertainties.

Key Players & Entities

• QT Imaging Holdings, Inc. (company) — Registrant
• GigCapital5, Inc. (company) — Former Company Name
• 3845 (industry_code) — Standard Industrial Classification for Electromedical & Electrotherapeutic Apparatus

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share QTI The Nasdaq Stock Mark
• $1,560,000 — ") for an aggregate principal amount of $1,560,000. On March 4, 2024, the Company and the
• $11.03323986 — eem those shares for cash at a price of $11.03323986 per share, for an aggregate of approxim
• $9.36 m — hare, for an aggregate of approximately $9.36 million, which redemption occurred concur
• $13.9 million — y prior to the Closing of approximately $13.9 million. In addition, approximately $4,923 rema
• $4,923 — 3.9 million. In addition, approximately $4,923 remained in GigCapital5's operating acc

Filing Documents

• d767871d8k.htm (8-K) — 102KB
• d767871dex21.htm (EX-2.1) — 1058KB
• d767871dex31.htm (EX-3.1) — 48KB
• d767871dex32.htm (EX-3.2) — 120KB
• d767871dex101.htm (EX-10.1) — 16KB
• d767871dex102.htm (EX-10.2) — 85KB
• d767871dex103.htm (EX-10.3) — 252KB
• d767871dex104.htm (EX-10.4) — 32KB
• d767871dex105.htm (EX-10.5) — 42KB
• d767871dex991.htm (EX-99.1) — 225KB
• 0001193125-24-063762.txt ( ) — 2542KB
• qti-20240304.xsd (EX-101.SCH) — 3KB
• qti-20240304_lab.xml (EX-101.LAB) — 19KB
• qti-20240304_pre.xml (EX-101.PRE) — 12KB
• d767871d8k_htm.xml (XML) — 4KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements provide the Company's current expectations or forecasts of future events. Forward-looking statements include statements about the Company's expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. The words "anticipates," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predicts," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Examples of forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the Company's disclosure concerning the Company's operations, cash flows, financial position and dividend policy. The risks and uncertainties include, but are not limited to: the financial and business performance of the Company, including financial projections and business metrics and any underlying assumptions thereunder; changes in the Company's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; the Company's product development timeline and expected start of production; the implementation, market acceptance and success of the Company' business model; the Company's ability to scale in a cost-effective manner; developments and projections relating to the Company's competitors and industry; the impact of health epidemics, including the COVID-19 pandemic, on the Company's business and the actions the Company may take in response thereto; the Company's expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; expectations regarding the time during which the Company will be an emerging

Business

Business The business of the Company is described in the Final Proxy Statement/Prospectus in the sections titled " Information About QT Imaging " and " Future Business of QT Imaging Holdings " and that information is incorporated herein by reference.

Risk Factors

Risk Factors The risks associated with the Company's business are described in the Final Proxy Statement/Prospectus in the section titled " Risk Factors " and are incorporated herein by reference. Financial Information The financial information of the Company and related discussion and analysis by the management of the Company is contained in the Final Proxy Statement/Prospectus in the section titled " Unaudited Pro Forma Condensed Combined Financial Information " and " QT Imaging's Management's Discussion and Analysis of Financial Condition and Results of Operations " and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth information regarding the beneficial ownership of shares of Common Stock of the Company upon the Closing of the Business Combination by: each person known by GigCapital5 to be the beneficial owner of more than 5% of the common stock of the Company upon the Closing of the Business Combination; each of the Company's officers and directors; and all officers and directors of the Company, as a group upon the Closing of the Business Combination.. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock of the Company beneficially owned by them. Name and Address of Beneficial Owner(1) Number of Shares(2) % of Class Dr. Avi Katz(3) 7,513,728 33.7 % GigAcquisitions5, LLC(3) 7,513,728 33.7 % Dr. John Klock(4) 2,881,140 13.4 % Dr. Raluca Dinu(5) — — Ross Taylor — — Professor Zeev Weiner — — Daniel Dickson — — Gerald McMorrow 5,904 * Stas Budagov — — All directors and officers as a group (8 individuals)(6) 10,400,772 46.6 % * Less than one percent. (1) Unless otherwise indicated, the business address of each of the individuals is 3 Hamilton Landing, Suite 160, Novato, CA 94949. (2) Based on 21,437,216 shares of the Company outstanding as of March 4, 2024. (3) Consists of (i) 6,624,364 shares of common stock and (ii) 889,364 shares of common stock underlying warrants, all held by GigAcquisitions5, LLC, the address of which is 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 943

Executive Compensation

Executive Compensation The executive compensation of the Company's executive officers and directors is described in the Final Proxy Statement/Prospectus in the sections titled " Management of the Combined Company Following the Business Combination—Post-Combination Company Director Compensation " and " Management of the Combined Company Following the Business Combination—Post-Combination Company Executive Compensation " and is incorporated herein by reference. Certain Relationships and Related Transactions, and Director Independence The certain relationships and related party transactions of the Company are described in the Final Proxy Statement/Prospectus in the section titled " Certain Relationships and Related Party Transactions " and are incorporated herein by reference. Director independence is described in the Final Proxy Statement/Prospectus in the section titled " Management of the Combined Company Following the Business Combination—Board Committees " and that information is incorporated herein by reference.

Legal Proceedings

Legal Proceedings The Company's legal proceedings are described in the Final Proxy Statement/Prospectus in the sections titled " Information about GigCapital5—Legal Proceedings " and " Information About QT Imaging—Legal Proceedings" and are incorporated herein by reference. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters The Company's common stock began trading on the Nasdaq under the symbol "QTI" on March 5, 2024, subject to ongoing review of the Company's satisfaction of all listing criteria post-Business Combination. The Company's warrants continue to trade on the OTC Market under the symbol "GIAFW". The Company has not paid any cash dividends on shares of its common stock to date and does not intend to pay cash dividends. The payment of cash dividends in the future will be dependent upon the Company's revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of the Company's board of directors. It is the present intention of the Company's board of directors to retain all earnings, if any, for use in the Company's business operations and, accordingly, the Company's board does not anticipate declaring any dividends in the foreseeable future. Information regarding GigCapital5's common stock, units and warrants and related stockholder matters are described in the Final Proxy Statement/Prospectus in the section titled " Market Price and Dividend Information " and such information is incorporated herein by reference. Recent Sales of Unregistered Securities Reference is made to the disclosure set forth under Item 3.02 of the March 5 Current Report concerning the sale and issuance of convertible notes and the conversion of the Working Capital Note into shares of Combined Company Common Stock and warrants and is incorporated herein by reference. Description of Registrant's Securities The description of the Company's securit

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial statements and supplementary data of QT Imaging and GigCapital5.

Financial Statements and Exhibits

Financial Statements and Exhibits Reference is made to the disclosure set forth under Item 9.01 of this Report concerning the financial information of QT Imaging and GigCapital5. Item3.03. Material Modification to Rights of Security Holders Amended and Restated Certificate of Incorporation Immediately prior to the Closing of the Business Combination, GigCapital5's amended and restated certificate of incorporation, dated March 4, 2024 (the " Charter "), was further amended and restated to: (a) change the post-combination company's name to QT Imaging Holdings, Inc.; (b) classify and divide the Board into three classes, each with terms expiring at different times; (c) delete the second sentence in Article II and delete the prior provisions under, and references to, Article IX (Business Combination Requirements; Existence) of the prior amended and restated certificate of incorporation; (d) Increase the authorized share capital of the Company from (i) 100,000,000 shares of common stock and (ii) 1,000,000 shares of preferred stock, to 510,000,000 total shares, consisting of (X) 500,000,000 shares of common stock, and (Y) 10,000,000 shares of preferred stock; (e) amend certain terms in Article X (Corporate Opportunities) with respect to certain non-employee directors of the combined company pursuing outside business activities and corporate opportunities; and (f) amend the exclusive forum provision in the prior amended and restated certificate of incorporation to conform to recent SEC guidance regarding the exclusion of certain potential claims from exclusive forum charter provisions. As previously reported in the Current Report on Form 8-K filed with the SEC on February 22, 2024, the stockholders of GigCapital5 approved this amendment and restatement of the Charter at the Annual Meeting. This summary is qualified in its entirety by reference to the text of the amended and restated certificate of incorporation, which is included as Exhibit 3.1

Financial Statements and Exhibits

Financial Statements and Exhibits. (a)-(b) Financial Statements. The audited balance sheets of GigCapital5, Inc., as of December 31, 2022 and 2021, and the related statements of operations and comprehensive loss, stockholders' deficit, and cash flows for the year ended December 31, 2022 and the period from January 19, 2021 (date of inception) through December 31, 2021, and the related notes thereto and report of independent registered public accounting firm, in the Final Proxy Statement/Prospectus in the section titled " INDEX TO FINANCIAL STATEMENTS— GigCapital5, Inc. Financial Statements " are incorporated herein by reference. The condensed balance sheets of GigCapital5, Inc., as of September 30, 2023 (unaudited) and December 31, 2022, and the related condensed statements of operations and comprehensive loss, and stockholders' deficit for the three months and nine months ended September 30, 2023 and cash flows for the nine months ended September 30, 2023, and the related notes thereto and report of independent registered public accounting firm, in the Final Proxy Statement/Prospectus in the section titled " INDEX TO FINANCIAL STATEMENTS— GigCapital5, Inc. Financial Statements " are incorporated herein by reference. The audited consolidated balance sheets of QT Imaging, Inc. as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, shareholders' equity (deficit), and cash flows for each of the two years in the period ended December 31, 2022, and the related notes thereto and report of independent registered public accounting firm, in the Final Proxy

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