QT Imaging Holdings Files S-1/A with Financial Adjustments

Ticker: QTIWW · Form: S-1/A · Filed: May 20, 2024 · CIK: 1844505

Qt Imaging Holdings, Inc. S-1/A Filing Summary
FieldDetail
CompanyQt Imaging Holdings, Inc. (QTIWW)
Form TypeS-1/A
Filed DateMay 20, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$0.0001, $2.30, $0.0043592, $9.519, $9.99
Sentimentneutral

Sentiment: neutral

Topics: amendment, financial-reporting, business-combination

TL;DR

QT Imaging Holdings amended its S-1 filing, showing retrospective financial adjustments from a business combo. Check Q1 2024 numbers.

AI Summary

QT Imaging Holdings, Inc. filed an S-1/A amendment on May 20, 2024, detailing financial adjustments retrospectively applied due to a business combination. The filing covers periods including December 31, 2023, and the first quarter of 2024, with prior year data also adjusted. The company, formerly GigCapital5, Inc., is based in Novato, California.

Why It Matters

This filing provides updated financial information for QT Imaging Holdings, Inc., crucial for investors to understand the company's financial health and the impact of past business combinations on its reported figures.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate ongoing capital raising or significant corporate events, which can introduce uncertainty and risk for investors.

Key Numbers

  • 2023-12-31 — Financial Reporting Date (Key date for retrospective adjustments)
  • 2024-03-31 — Quarterly Reporting Date (Most recent quarterly financial data)

Key Players & Entities

  • QT Imaging Holdings, Inc. (company) — Filer of the S-1/A
  • GigCapital5, Inc. (company) — Former name of QT Imaging Holdings, Inc.
  • 20240520 (date) — Filing date of the S-1/A
  • December 31, 2023 (date) — Financial reporting date
  • Novato, CA (location) — Company's business address

FAQ

What specific business combination caused the retrospective financial adjustments?

The filing mentions 'the Business Combination' as the cause for retrospective adjustments but does not specify the exact transaction in the provided text.

When was QT Imaging Holdings, Inc. formerly known as GigCapital5, Inc.?

The date of the name change from GigCapital5, Inc. to QT Imaging Holdings, Inc. was February 4, 2021 (20210204).

What is the primary business of QT Imaging Holdings, Inc. according to its SIC code?

The company's Standard Industrial Classification (SIC) code is 3845, which corresponds to Electromedical & Electrotherapeutic Apparatus.

What is the filing date of this S-1/A amendment?

The S-1/A filing was made as of May 20, 2024 (20240520).

Where is QT Imaging Holdings, Inc. located?

The company's business and mailing address is 3 Hamilton Landing, Suite 160, Novato, CA 94949.

Filing Stats: 4,563 words · 18 min read · ~15 pages · Grade level 16.6 · Accepted 2024-05-17 19:41:35

Key Financial Figures

  • $0.0001 — p to 43,795,000 shares of common stock, $0.0001 par value per share, (the "Common Stock
  • $2.30 — one share of Common Stock at a price of $2.30 per warrant (the "Public Warrants"), or
  • $0.0043592 — or"), at an effective purchase price of $0.0043592 per share, (ii) 795,000 shares of Commo
  • $9.519 — IPO, at an effective purchase price of $9.519 per share, (iii) 94,364 shares of Commo
  • $9.99 — tal5, at an effective purchase price of $9.99 per share, (iv) 10,000 shares of Common
  • $95,200 — expensed at a grant date fair value of $95,200 at issuance, (v) 5,603,201 shares of Co
  • $3.53 — s merger consideration on such date was $3.53 per share, (vi) 795,000 Private Warrant
  • $0.481 — ment, at an effective purchase price of $0.481 per Warrant, (vii) 94,364 warrants issu
  • $0.01 — Note, at an effective purchase price of $0.01 per Warrant, (viii) up to 94,364 shares
  • $2.00 — t at this time expected to be less than $2.00 per share, and (x) 4,200 shares of Comm
  • $2.50 — h an assumed value for such services at $2.50 per share. We will not receive any proc
  • $54.9 million — ive up to an aggregate of approximately $54.9 million if all of the Warrants are exercised fo
  • $0.87 — e closing price of our Common Stock was $0.87 per share. There can be no assurance th
  • $50,000,000 — ospectus. However, we may receive up to $50,000,000 in aggregate gross proceeds from sales
  • $0 — e closing price of our Common Stock was $0.87, and on May 10, 2024, the closing pr

Filing Documents

USE OF PROCEEDS

USE OF PROCEEDS 79 DETERMINATION OF OFFERING PRICE 80 DIVIDEND POLICY 81 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION 82 SUMMARY HISTORICAL FINANCIAL INFORMATION OF QT IMAGING 95

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 96

BUSINESS

BUSINESS 118 FUTURE BUSINESS OF QT IMAGING HOLDINGS 169 MANAGEMENT 173

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 184 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 186 OTHER MATERIAL AGREEMENTS 191 PRINCIPAL SECURITYHOLDERS 194 SELLING SECURITYHOLDERS 196 DESCRIPTION OF OUR SECURITIES 199 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 207 PLAN OF DISTRIBUTION 213 LEGAL MATTERS 216 EXPERTS 216 WHERE YOU CAN FIND MORE INFORMATION 216 INDEX TO FINANCIAL STATEMENTS F-1

INFORMATION NOT REQUIRED IN PROSPECTUS

PART II INFORMATION NOT REQUIRED IN PROSPECTUS II-1 EXHIBIT INDEX II-8

SIGNATURES

SIGNATURES II-14 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the " SEC ") using the "shelf" registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholder of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of the Common Stock issuable upon the exercise of any Warrants. We will not receive any proceeds from the sale of shares of the Common Stock underlying the Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash. The exercise of the Warrants, and any proceeds we may receive from any their exercise, are highly dependent on the price of any our shares of the Common Stock and the spread between the exercise price of the Warrants and the price of our Common Stock at the time of exercise. If the market price of our Common Stock is less the exercise price of a holder's Warrants, it is unlikely that holders will exercise their Warrants. There can be no assurance that our Warrants will be in the money prior to their expiration. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, or provide any assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdicti

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