QT Imaging Holdings Announces Material Agreement & Officer Changes

TL;DR

QT Imaging inked a big deal and shuffled execs/directors. Big changes coming.

AI Summary

QT Imaging Holdings, Inc. announced on August 22, 2025, a material definitive agreement and changes in its board and officer composition. The company also reported on other events and filed financial statements and exhibits. This filing follows the company's name change from GigCapital5, Inc. on February 4, 2021.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and potential leadership shifts, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and changes in directors/officers, which can introduce uncertainty and potential strategic shifts.

Key Players & Entities

• QT Imaging Holdings, Inc. (company) — Registrant
• GigCapital5, Inc. (company) — Former company name
• August 22, 2025 (date) — Date of earliest event reported
• February 4, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.40 — ts Common Stock at an exercise price of $0.40 per share pursuant to a Warrant to Purc
• $5,000,000 — from Yorkville at an aggregate price of $5,000,000. Capitalized terms used below but not d
• $10,100,000 — ") in the aggregate principal amount of $10,100,000 at an interest rate of 10.0% per annum,
• $15,100,000 — ned in the Amended Credit Agreement) to $15,100,000. The proceeds of Tranche B were used to
• $150,000 — , Mr. Budagov will receive a payment of $150,000 in lieu of a severance and will provide
• $400,000 — alary at the initial annualized rate of $400,000 per year, subject to standard deduction
• $5.0 Million — Agreement entitled "QT Imaging Receives $5.0 Million in New Funding to Repurchase and Cancel

Filing Documents

• qti-20250822.htm (8-K) — 56KB
• ex101qtimagingholdings-yor.htm (EX-10.1) — 46KB
• ex102firstamendmenttocredi.htm (EX-10.2) — 823KB
• a103qtimagingholdings-offe.htm (EX-10.3) — 113KB
• ex991qtirepurchaseyorkvill.htm (EX-99.1) — 8KB
• ex992qticfojayjenningspr_0.htm (EX-99.2) — 10KB
• image_0.jpg (GRAPHIC) — 67KB
• image_01.jpg (GRAPHIC) — 67KB
• image_1a.jpg (GRAPHIC) — 3KB
• 0001844505-25-000111.txt ( ) — 1531KB
• qti-20250822.xsd (EX-101.SCH) — 2KB
• qti-20250822_lab.xml (EX-101.LAB) — 22KB
• qti-20250822_pre.xml (EX-101.PRE) — 13KB
• qti-20250822_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Yorkville Warrant Repurchase As previously disclosed by the Company in a Current Report on Form 8-K filed on February 28, 2025 with the Securities and Exchange Commission (the " SEC "), on February 26, 2025, the Company issued to YA II PN, Ltd., a Cayman Islands exempt limited partnership (" Yorkville ") a warrant to purchase 15,000,000 shares of its Common Stock at an exercise price of $0.40 per share pursuant to a Warrant to Purchase Common Stock, as amended on June 11, 2025 (the " Warrant "). On August 26, 2025, the Company and Yorkville entered into a Warrant Repurchase Agreement (the " Warrant Repurchase Agreement ") pursuant to which the Company repurchased on August 26, 2025 the Warrant from Yorkville at an aggregate price of $5,000,000. Capitalized terms used below but not defined herein shall have the respective meanings given to them in the Warrant Repurchase Agreement. Pursuant to the Warrant Repurchase Agreement, Yorkville conveys, assigns, transfers and surrenders the Warrant to the Company and, in exchange, the Company cancelled the Warrant and paid Yorkville the aggregate purchase price of $5,000,000. In connection with the repurchase, Yorkville relinquished all rights, title and interest in the Warrant (including any claims Yorkville may have against the Company related thereto) and assigned the same to the Company. Yorkville delivered the Warrant to the Company on August 26, 2025, the same day that the company paid the purchase price. The Warrant will be deemed cancelled and of no further force and effect, effective immediately upon delivery of the Warrant to the Company. The Company wired to Yorkville the Purchase Price in accordance with wire instructions provided. The foregoing description is qualified in its entirety by reference to the Warrant Repurchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Extension of Lynrock Lake Credit

01 Other Events

Item 8.01 Other Events On August 27, 2025, the Company issued a press release announcing the Warrant Repurchase Agreement entitled "QT Imaging Receives $5.0 Million in New Funding to Repurchase and Cancel Yorkville Warrants". A copy of the press release is attached to this Current Report on Form 8-K (this " Current Report ") as Exhibit 99.1 and is incorporated herein by reference. On August 28, 2025, the Company issued a press release announcing the Chief Financial Officer Transition, entitled "QT Imaging Appoints Seasoned Accounting Executive as Chief Financial Officer". A copy of the press release is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Item 10.1 Warrant Repurchase Agreement, dated as of August 26, 2025, by and between QT Imaging Holdings, Inc. and YA II PN, LTD. 10.2 Amended Credit Agreement, dated as of August 26, 2025, by and between QT Imaging Holdings, Inc. and Lynrock Lake Master Fund LP. 10.3* Employment Agreement, dated as of August 22, 2025, by and between QT Imaging Holdings, Inc. and Jay Jennings. 99.1 Press release, dated August 27, 2025, entitled "QT Imaging Receives $5.0 Million in New Funding from Lynrock Lake to Repurchase and Cancel Yorkville Warrants". 99.2 Press release, dated August 28, 2025, entitled "QT Imaging Appoints Seasoned Accounting Executive as Chief Financial Officer". 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because such portions are not material and are the type of information that the Company treats as private or confidential. The Company agrees to furnish supplementally an unredacted copy of the exhibit, or any section thereof, to the SEC upon request . 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: August 28, 2025 By: /s/ Raluca Dinu Name: Raluca Dinu Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR