QT Imaging Holdings Enters Material Definitive Agreement

TL;DR

QT Imaging (QT) signed a big deal, filing an 8-K on Jan 9, 2025.

AI Summary

On January 9, 2025, QT Imaging Holdings, Inc. (formerly GigCapital5, Inc.) entered into a material definitive agreement. The company, incorporated in Delaware, filed an 8-K report detailing this agreement and related financial statements and exhibits.

Why It Matters

This filing indicates a significant business development for QT Imaging Holdings, Inc., potentially impacting its operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks or 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
• January 9, 2025 (date) — Date of earliest event reported
• 3 Hamilton Landing, Suite 160 Novato, CA 94949 (location) — Principal executive offices address

FAQ

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. In addition, as previously disclosed i
• $254,593 — ovember 4, 2024, the Investor converted $254,593 of outstanding principal of the Investo
• $0.6629 — with an applicable conversion price of $0.6629 per share. On December 6, 2024, the Inv
• $259,589 — ecember 6, 2024, the Investor converted $259,589 of outstanding principal under the Inve
• $0.50 — with an applicable conversion price of $0.50 per share. The principal balance of the
• $8,340,411 — ncipal balance of the Investor Note was $8,340,411 following the two conversion notices re
• $1.5 million — nvestor and the Company agreed that for $1.5 million of the current outstanding balance due
• $0.584 — ), the Fixed Price shall be modified to $0.584 per share, and for the remainder, the F
• $4.61395 — d Price shall not be changed and remain $4.61395 per share as provided for in the Invest
• $90,000 — mpany shall pay an " Extension Fee " of $90,000 to Cable Car, with such fee being added

Filing Documents

• qti-20250109.htm (8-K) — 51KB
• qti-yorkvillethirdomnibusa.htm (EX-10.1) — 26KB
• qti-funicularfundsomnibusa.htm (EX-10.2) — 20KB
• 0001844505-25-000002.txt ( ) — 276KB
• qti-20250109.xsd (EX-101.SCH) — 3KB
• qti-20250109_def.xml (EX-101.DEF) — 16KB
• qti-20250109_lab.xml (EX-101.LAB) — 29KB
• qti-20250109_pre.xml (EX-101.PRE) — 17KB
• qti-20250109_htm.xml (XML) — 3KB

01 Entry into a Definitive Material Agreement

Item 1.01 Entry into a Definitive Material Agreement YA II PN Note Amendment 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 company (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 "). Undefined terms used herein have the meanings defined in the Investor Note. As previously also 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. In addition, as previously disclosed in a Current Report on Form 8-K filed on September 30, 2024 with the SEC (the " September 30th Current Report "), the Company and the Investor entered into an Omnibus Amendment (the " First Amendment ") to the Financing Documents, dated as of September 26, 2024, to reduce the Company's obligations resulting from the Trigger Event as described in the September 30th Current Report. Subsequently, and as previously disclosed in a Current Report on Form 8-K with the SEC on October 31, 2024, the Company and the In

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Third Omnibus Amendment, dated January 9, 2025, by and between QT Imaging Holdings, Inc. and YA II PN, LTD. 10.2 Omnibus Amendment, dated January 9, 2025, by and between QT Imaging Holdings, Inc. and Funicular Funds, LP 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: January 10, 2025 QT Imaging Holdings, Inc. By: /s/ Raluca Dinu Name: Raluca Dinu Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR