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

Ticker: QTIWW · Form: S-1/A · Filed: Jan 31, 2025 · CIK: 1844505

Qt Imaging Holdings, Inc. S-1/A Filing Summary
FieldDetail
CompanyQt Imaging Holdings, Inc. (QTIWW)
Form TypeS-1/A
Filed DateJan 31, 2025
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$0.0001, $0.584, $0.672, $2,560,000, b, $0
Sentimentneutral

Sentiment: neutral

Topics: filing, financials, sec

TL;DR

QT Imaging Holdings filed S-1/A on 1/31/25. Financials for 2021-2023 included.

AI Summary

QT Imaging Holdings, Inc. filed an S-1/A on January 31, 2025, detailing its business operations and financial status. The company, formerly GigCapital5, Inc., is based in Novato, California, and operates in the electromedical apparatus sector. The filing includes financial data for fiscal years ending December 31, 2021, 2022, and 2023, with specific figures for common stock, additional paid-in capital, and retained earnings.

Why It Matters

This filing provides investors and the public with updated financial information and business disclosures for QT Imaging Holdings, Inc., crucial for understanding the company's current standing and future prospects.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is preparing for significant corporate actions like an IPO or major financing, which inherently carry market and execution risks.

Key Numbers

  • 2021-12-31 — Fiscal Year End (Financial reporting period)
  • 2022-12-31 — Fiscal Year End (Financial reporting period)
  • 2023-12-31 — Fiscal Year End (Financial reporting period)

Key Players & Entities

  • QT Imaging Holdings, Inc. (company) — Filer of the S-1/A
  • GigCapital5, Inc. (company) — Former name of QT Imaging Holdings, Inc.
  • 20250131 (date) — Filing date of the S-1/A
  • 3 HAMILTON LANDING, SUITE 160, NOVATO, CA 94949 (address) — Business and mailing address
  • 415-842-7250 (phone_number) — Business phone number
  • 333-284317 (filing_number) — SEC file number
  • 2021-12-31 (date) — Fiscal year end for financial data
  • 2022-12-31 (date) — Fiscal year end for financial data
  • 2023-12-31 (date) — Fiscal year end for financial data

FAQ

What is the primary business of QT Imaging Holdings, Inc.?

QT Imaging Holdings, Inc. operates in the electromedical and electrotherapeutic apparatus sector, as indicated by its Standard Industrial Classification code [3845].

When was the company formerly known as GigCapital5, Inc.?

The company's name change from GigCapital5, Inc. occurred on February 4, 2021.

What is the business address of QT Imaging Holdings, Inc.?

The business address is 3 Hamilton Landing, Suite 160, Novato, CA 94949.

What SEC Act does this S-1/A filing relate to?

This S-1/A filing relates to the Securities Act of 1933.

What are the reported fiscal year ends for which financial data is included?

The filing includes financial data for the fiscal years ending December 31, 2021, December 31, 2022, and December 31, 2023.

Filing Stats: 4,572 words · 18 min read · ~15 pages · Grade level 15.5 · Accepted 2025-01-31 16:16:40

Key Financial Figures

  • $0.0001 — 6 shares of the common stock, par value $0.0001 per share (the " Common Stock "), of QT
  • $0.584 — ase Agreement ") at a purchase price of $0.584 per share, (ii) 4,383,558 shares of Com
  • $0.672 — l exercise date at an exercise price of $0.672 per share (the " PIPE Warrants ", and s
  • $2,560,000, b — he Private Placement were approximately $2,560,000, before deducting offering expenses payabl
  • $0 — e closing price of our Common Stock was $0.255, and on January 27, 2025, the closi
  • $0.0216 — osing price for our public warrants was $0.0216. We are an "emerging growth company" a

Filing Documents

USE OF PROCEEDS

USE OF PROCEEDS 78 PRIVATE PLACEMENT OF SHARES OF COMMON STOCK AND WARRANTS 79 DIVIDEND POLICY 80 DETERMINATION OF OFFERING PRICE 81 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION 82 SUMMARY HISTORICAL FINANCIAL INFORMATION OF QT IMAGING 94

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 95

BUSINESS

BUSINESS 117 MANAGEMENT 167 EXECUTIVE AND DIRECTOR COMPENSATION 178 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 187 OTHER MATERIAL AGREEMENTS 191 PRINCIPAL SECURITYHOLDERS 195 SELLING SECURITYHOLDERS 196 DESCRIPTION OF OUR SECURITIES 198 CERTAIN U. S. FEDERAL INCOME TAX CONSIDERATIONS 207 PLAN OF DISTRIBUTION 212 LEGAL MATTERS 215 EXPERTS 215 WHERE YOU CAN FIND MORE INFORMATION 215 INDEX TO FINANCIAL STATEMENTS F- 1

INFORMATION NOT REQUIRED IN PROSPECTUS

PART II INFORMATION NOT REQUIRED IN PROSPECTUS II- 1 EXHIBIT INDEX II- 4

SIGNATURES

SIGNATURES II- 10 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 PIPE Warrants. We will not receive any proceeds from the sale of shares of the Common Stock underlying the PIPE Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the PIPE Warrants for cash. The exercise of the PIPE Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of the shares of the Common Stock and the spread between the exercise price of the PIPE Warrants and the price of the Common Stock at the time of exercise. If the market price of the Common Stock is less the exercise price of a holder's PIPE Warrants, it is unlikely that holders will exercise their PIPE Warrants. There can be no assurance that the PIPE 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 thes

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