QT Imaging Holdings, Inc. Discloses Accelerated Financial Obligation

TL;DR

QT Imaging just dropped an 8-K about a financial obligation speeding up. Watch this space.

AI Summary

On September 11, 2024, QT Imaging Holdings, Inc. filed an 8-K report to disclose a triggering event that accelerates or increases a direct financial obligation. The company, formerly known as GigCapital5, Inc., is based in Novato, California.

Why It Matters

This filing indicates a potential acceleration or increase in the company's financial obligations, which could impact its liquidity and financial health.

Risk Assessment

Risk Level: medium — The acceleration or increase of financial obligations can signal potential financial distress or increased leverage for the company.

Key Players & Entities

• QT Imaging Holdings, Inc. (company) — Registrant
• GigCapital5, Inc. (company) — Former company name
• Novato, CA (location) — Principal executive office location
• September 11, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common stock, $0.0001 par value QTI The Nasdaq Stock Market L
• $50,000,000 — " Common Stock "), for a value of up to $50,000,000 of which $10,000,000 was to be advanced
• $10,000,000 — r a value of up to $50,000,000 of which $10,000,000 was to be advanced by Yorkville as evid
• $1,500,000 — ts in an amount equal to the sum of (i) $1,500,000 of principal in the aggregate among all
• $0.8768 — e SEC, the Floor Price for Yorkville is $0.8768 per share. For the first five trading d
• $1,521,581 — eptember 11, 2024 in an amount totaling $1,521,581.46, the calculation of which reflects a

Filing Documents

• qti-20240911.htm (8-K) — 37KB
• 0001844505-24-000057.txt ( ) — 203KB
• qti-20240911.xsd (EX-101.SCH) — 3KB
• qti-20240911_def.xml (EX-101.DEF) — 16KB
• qti-20240911_lab.xml (EX-101.LAB) — 29KB
• qti-20240911_pre.xml (EX-101.PRE) — 17KB
• qti-20240911_htm.xml (XML) — 3KB

From the Filing

qti-20240911 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________ FORM 8-K _________________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 11, 2024 Date of Report (Date of earliest event reported) ________________________________________________________ QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) ________________________________________________________ Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Incorporation or Organization) File Number) Identification Number) 3 Hamilton Landing , Suite 160 Novato , CA 94949 (Address of principal executive offices, including Zip Code) ( 650 ) 276-7040 (Registrant's telephone number, including area code) ________________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Common stock, $0.0001 par value QTI The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. As previously disclosed by QT Imaging Holdings, Inc. (the " Company ") in a Current Report on Form 8-K filed on November 22, 2023 with the Securities and Exchange Commission (the " SEC "), on November 16, 2023, the Company entered into a Standby Equity Purchase Agreement (the " SEPA ") with YA II PN, Ltd., a Cayman Islands exempt limited partnership (" Yorkville "), pursuant to which Yorkville agreed, subject to the conditions therein, to purchase from the Company shares of its common stock, par value $0.0001 (the " Common Stock "), for a value of up to $50,000,000 of which $10,000,000 was to be advanced by Yorkville as evidenced by a promissory note (such advance, the " Pre-Paid Advance "). Furthermore, as previously disclosed by the Company in a Current Report on Form 8-K filed on March 5, 2024 (the " March 5 Current Report ") with the SEC, the Company, as consideration for the PrePaid Advance, on March 4, 2024 issued to Yorkville a promissory note (the " Yorkville Note "). As previously disclosed in the March 5 Current Report, under the terms of the Yorkville Note, a " Trigger Event " shall occur if the daily VWAP (as such term is defined in the Yorkville Note) is less than the Floor Price (as such term is defined in the Yorkville Note) for five trading days during a period of seven consecutive trading days (a " Floor Price Trigger " and the last such day of such occurrence, a " Trigger Date "). If, at any time six months after the issuance of the Yorkville Note, a Trigger Event occurs, then the Company will be obligated to make monthly payments in an amount equal to the sum of (i) $1,500,000 of principal in the aggregate among all promissory notes issued to Yorkville (or the outstanding principal if less than such amount) (the " Triggered Principal Amount "), plus (ii) a payment premium of 5% in respect of such Triggered Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date beginning on the 5th trading day after the Trigger Date and continuing on the same day of each successive calendar month to Yorkville pursuant to the terms of the Yorkville Note. However, in the event that the Company shall be required to make such cash payments to Yorkville under the Yorkville Note as a result of the occurrence of a Trigger Event, the Company shall be entitled upon written notice to Yorkville, to direct that Yorkville (i) if Yorkville has sold the one million shares of Common Stock (the " Company Shares ") that it received as a result of conversion pursuant to the terms of that certain business combina

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