Avi Katz Amends 13D Filing for QT Imaging Holdings

TL;DR

Avi Katz just changed his 13D filing for QT Imaging. Big moves might be coming.

AI Summary

Avi S. Katz, through GigCapital, Inc., filed an amendment (No. 3) to Schedule 13D on July 17, 2024, regarding QT Imaging Holdings, Inc. The filing indicates a change in beneficial ownership as of June 27, 2024. Katz previously filed a Schedule 13G, suggesting this is a conversion to a 13D filing.

Why It Matters

This filing signals a potential shift in control or significant influence over QT Imaging Holdings by Avi S. Katz, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — A Schedule 13D filing indicates a significant stake and potential for activist involvement, which can introduce uncertainty and volatility.

Key Players & Entities

• Avi S. Katz (person) — Filing person and beneficial owner
• QT Imaging Holdings, Inc. (company) — Subject company
• GigCapital, Inc. (company) — Associated entity for filing
• June 27, 2024 (date) — Date of event requiring filing
• July 17, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securitie
• $11.50 — rchase common stock of the Company from $11.50 to $2.30 in accordance with the terms o
• $2.30 — mon stock of the Company from $11.50 to $2.30 in accordance with the terms of the War

Filing Documents

• a2024-07x09qtimagingxsched.htm (SC 13D/A) — 54KB
• 0001451693-24-000009.txt ( ) — 56KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D relates to shares of Common Stock, $0.0001 par value (the " Common Stock ") of QT Imaging Holdings, Inc., a Delaware corporation (the " Issuer "). The address of the Issuer's principal executive offices is 3 Hamilton Landing, Suite 160, Novato, CA 94949.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being filed by GigAcquisitions5, LLC, a Delaware limited liability company (" GigAcquisitions5 "), and Dr. Avi S. Katz, a citizen of the United States and Israel who is the manager of GigAcquisitions5 (each, a " Reporting Person " and, collectively, the " Reporting Persons "). Dr. Katz is currently a member of the Board of the Issuer. (b) The business address of the Reporting Persons is 1731 Embarcadero Road, Suite 200, Palo Alto, California 94303. (c) The Reporting Persons may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the " Exchange Act "). (d) During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Not applicable.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to an ongoing evaluation of the Issuer's business, financial condition, operations and prospects price levels of the Issuer's securities general market, industry and economic conditions the relative attractiveness of alternative business and investment opportunities and other future developments. Except as disclosed in this Item 4, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to the Reporting Persons' investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans, or proposals in the future depending on market conditions andor other factors.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of this Schedule 13D is amended and supplemented as follows

Item 5 of this Schedule 13D is amended and supplemented as follows (a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons. (b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. (c) On May 13, 2024, the Issuer downwardly adjusted the per share exercise price of warrants to purchase common stock of the Company from $11.50 to $2.30 in accordance with the terms of the Warrant Agreement, a copy of which was filed with the SEC as Exhibit 4.4 to the registration statement on Form S-1 (File No. 333-278460), as amended. On June 27, 2024, the Sponsor distributed shares of Common Stock and warrants to purchase shares of Common Stock of the Issuer to its members, which included Dr. Avi S. Katz. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Sponsor and Dr. Avi. S. Katz have previously entered into the Joint Filing Agreement attached as Exhibit 7.4 to the Original Schedule 13D with respect to the joint filing of this Schedule 13D. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct. Date July 17, 2024 GigAcquisitions5, LLC By s Dr. Avi S. Katz Dr. Avi S. Katz Manager By s Dr. Avi S. Katz Dr. Avi S. Katz

View Full Filing

View this SC 13D/A filing on SEC EDGAR