QT Imaging Holdings Enters Material Definitive Agreement
Ticker: QTIWW · Form: 8-K · Filed: Sep 30, 2024 · CIK: 1844505
| Field | Detail |
|---|---|
| Company | Qt Imaging Holdings, Inc. (QTIWW) |
| Form Type | 8-K |
| Filed Date | Sep 30, 2024 |
| Risk Level | medium |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $0.0001, $50,000,000, $10,000,000, $1,500,000, $500,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, filing
TL;DR
QT Imaging just signed a big deal, filing an 8-K for it.
AI Summary
On September 26, 2024, QT Imaging Holdings, Inc. (formerly GigCapital5, Inc.) entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Novato, CA, filed an 8-K report detailing this agreement. The filing also includes financial statements and exhibits.
Why It Matters
This filing indicates a significant new contract or partnership for QT Imaging Holdings, which could impact its future revenue and operations.
Risk Assessment
Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the specifics of which are not detailed in this initial filing.
Key Numbers
- 001-40839 — SEC File Number (Identifies the company's filings with the SEC.)
- 86-1728920 — IRS Employer Identification Number (Company's tax identification number.)
Key Players & Entities
- QT Imaging Holdings, Inc. (company) — Registrant
- GigCapital5, Inc. (company) — Former company name
- September 26, 2024 (date) — Date of earliest event reported
- Novato, CA (location) — Principal executive offices
- Delaware (location) — State of incorporation
FAQ
What is the nature of the material definitive agreement entered into by QT Imaging Holdings, Inc. on September 26, 2024?
The filing does not specify the nature of the agreement, only that a material definitive agreement was entered into.
What was QT Imaging Holdings, Inc. previously known as?
QT Imaging Holdings, Inc. was formerly known as GigCapital5, Inc.
Where are QT Imaging Holdings, Inc.'s principal executive offices located?
The principal executive offices are located at 3 Hamilton Landing, Suite 160, Novato, CA 94949.
What is the SEC file number for QT Imaging Holdings, Inc.?
The SEC file number for QT Imaging Holdings, Inc. is 001-40839.
What items are being reported in this 8-K filing?
This 8-K filing reports on the Entry into a Material Definitive Agreement and Financial Statements and Exhibits.
Filing Stats: 1,741 words · 7 min read · ~6 pages · Grade level 18.2 · Accepted 2024-09-30 08:30:15
Key Financial Figures
- $0.0001 — ich registered Common stock, par value $0.0001 per share 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 the Investor as e
- $1,500,000 — on September 13, 2024, of approximately $1,500,000. On September 26, 2024, the Company a
- $500,000 — monthly payments in an amount equal to $500,000 plus the Payment Premium plus accrued a
Filing Documents
- qti-20240926.htm (8-K) — 40KB
- exh101qti-yorkvilleomnibus.htm (EX-10.1) — 25KB
- 0001844505-24-000065.txt ( ) — 238KB
- qti-20240926.xsd (EX-101.SCH) — 3KB
- qti-20240926_def.xml (EX-101.DEF) — 16KB
- qti-20240926_lab.xml (EX-101.LAB) — 29KB
- qti-20240926_pre.xml (EX-101.PRE) — 17KB
- qti-20240926_htm.xml (XML) — 3KB
01 Entry into a Definitive Material Agreement
Item 1.01 Entry into a Definitive Material Agreement 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 (the " Investor "), pursuant to which the Investor 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 the Investor 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 with the SEC, the Company, as consideration for the PrePaid Advance, on March 4, 2024 issued to the Investor a promissory note (the " Investor Note ", and together with the SEPA, the " Financing Documents "). Undefined terms used herein have the meanings defined in the Investor Note. As previously disclosed in a Current Report on Form 8-K with the SEC on September 13, 2024, a Trigger Event occurred under the terms of the Investor Note on September 11, 2024, as a result of which the Company made the first of its monthly payments due to the Investor on September 13, 2024, of approximately $1,500,000. On September 26, 2024, the Company and the Investor entered into that certain Omnibus Amendment (the " Omnibus Amendment "), pursuant to which the parties agreed to amend certain terms of the Financing Documents to reduce the Company's obligations resulting from the Trigger Event as described below. Pursuant to the Omnibus Amendment, the Maturity Date of the Investor Note will be extended approximately 6 months from June 4, 2025 to December 15, 2025, such that all amounts outstanding under the Investor Note wil
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Omnibus Amendment, dated September 26, 2024, by and between QT Imaging Holdings, Inc. and YA II PN, LTD. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. Dated: September 30, 2024 QT Imaging Holdings, Inc. By: /s/ Raluca Dinu Name: Raluca Dinu Title: Chief Executive Officer