QT Imaging Holdings Reports Material Agreement & Equity Sales

TL;DR

QT Imaging signed a big deal and sold some stock, filing today.

AI Summary

On September 30, 2025, QT Imaging Holdings, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and other events. This filing was made on October 1, 2025.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• QT Imaging Holdings, Inc. (company) — Registrant
• September 30, 2025 (date) — Date of earliest event reported
• October 1, 2025 (date) — Filing date
• GigCapital5, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share (the " Common Stock "); (ii)
• $1.50 — ). The purchase price of each Share is $1.50 (the " Per Share Purchase Price ") and
• $1.4999 — ase price for each PreFunded Warrant is $1.4999 (the " Per Pre-Funded Warrant Purchase
• $18,180,654 — Private Placement will be approximately $18,180,654.59, before deducting the offering expen
• $5 million — Company's debt (other than repayment of $5 million of outstanding principal in accordance
• $100,000 — reimburse the Placement Agent for up to $100,000 of its fees and expenses in connection

Filing Documents

• qti-20250930.htm (8-K) — 60KB
• ex101-securitiespurchaseag.htm (EX-10.1) — 667KB
• ex102-registrationrightsag.htm (EX-10.2) — 163KB
• ex103-placementagencyagree.htm (EX-10.3) — 84KB
• ex991-pressreleasedatedoct.htm (EX-99.1) — 12KB
• image_0.jpg (GRAPHIC) — 67KB
• 0001628280-25-043297.txt ( ) — 1384KB
• qti-20250930.xsd (EX-101.SCH) — 2KB
• qti-20250930_lab.xml (EX-101.LAB) — 22KB
• qti-20250930_pre.xml (EX-101.PRE) — 13KB
• qti-20250930_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 30, 2025, QT Imaging Holdings, Inc. (the " Company ") entered into a Securities Purchase Agreement, (the " Securities Purchase Agreement "), by and between the Company, on the one hand, and certain accredited investors and qualified institutional buyers, led by Sio Capital Management, LLC, on the other hand, (together, the " Purchasers ") for a private placement (the " Private Placement ") of securities. At the closing of the Private Placement, the Company will issue (i) 6,696,715 shares (the " Shares ") of the Company's common stock, par value $0.0001 per share (the " Common Stock "); (ii) Subscription Warrants (the " Subscription Warrants ") with a term of five years from the initial exercise date to purchase up to an additional 12,120,798 shares of Common Stock; and (iii) up to 5,424,083 prefunded warrants to purchase up to an additional 5,424,083 shares of Common Stock, exercisable any time after its issuance (the " Pre-Funded Warrant " and together with the Subscription Warrant, the " Warrants ", and the Warrants together with the Shares, the " Securities ") (all of such shares issuable upon exercise of the Warrants, the " Warrant Shares "). The purchase price of each Share is $1.50 (the " Per Share Purchase Price ") and the purchase price for each PreFunded Warrant is $1.4999 (the " Per Pre-Funded Warrant Purchase Price "). Both of these amounts are to be paid by the Purchasers at the closing of the Private Placement (the " Closing ") which is expected to occur on October 3, 2025. The aggregate gross proceeds to the Company from the Private Placement will be approximately $18,180,654.59, before deducting the offering expenses payable by the Company, which expenses consist solely of legal fees and the amounts provided for pursuant to the Placement Agency Agreement as described below. The Company intends to use the net proceeds from the offering for working capital purposes. In addition, the per

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 related to the Securities is hereby incorporated by reference into this Item 3.02. The Securities are being sold without registration under the Securities Act of 1933, as amended (the " Securities Act "), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.

01 Other Events

Item 8.01 Other Events On October 1, 2025, the Company issued a press release announcing the pricing of the Private Placement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the closing of the Private Placement, the intended use of proceeds from the Private Placement, the filing of a registration statement covering the resale of the Securities, and the Company's expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding its future business plans. Any statements contained herein that are not statements of historical fact may be deemed to be forward looking statements. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "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. The forward-looking statements contained in this Current Report on Form 8-K are based on certain assumptions and analyses (whether or not identified herein) made by the management of the Company in light of their respective experience and perception of historical trends, current conditions, and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forwar

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Item 10.1* Securities Purchase Agreement, dated September 30, 2025, by and between QT Imaging Holdings, Inc. and the Purchasers. 10.2 Registration Rights Agreement, dated September 30, 2025, by and between QT Imaging Holdings, Inc. and the Purchasers. 10.3* Placement Agency Agreement, dated September 30, 2025, by and between QT Imaging Holdings, Inc. and Ladenburg Thalmann & Co. Inc. 99.1 Press release dated October 1, 2025. 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: October 1, 2025 By: /s/ Dr. Raluca Dinu Name: Dr. Raluca Dinu Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR