Mga Batayang Estadistika
| LEI | 549300EQ1NNV387FGF92 |
| CIK | 1844505 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GigCapital 5, Inc. Redeemable Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 29, 2025 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commissi |
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| September 2, 2025 |
SEPARATION AGREEMENT AND RELEASE SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between Stas Budagov (“Employee”) and QT Imaging Holdings, Inc. |
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| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 28, 2025 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Inc |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 22, 2025 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Inc |
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| August 28, 2025 |
Exhibit 10.1 Warrant Repurchase Agreement This Warrant Repurchase Agreement (the “Agreement”) is made and entered into as of August 26, 2025, by and between QT Imaging Holdings, Inc., a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited company (the “Holder”). Recitals A. The Company previously issued to Holder on February 26, 2025 a Warrant to Purchase Commo |
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| August 28, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) QT Imaging Holdings, Inc. |
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| August 28, 2025 |
As filed with the Securities and Exchange Commission on August 28, 2025 As filed with the Securities and Exchange Commission on August 28, 2025 Registration No. |
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| August 28, 2025 |
QT IMAGING HOLDINGS, INC. INDUCEMENT EQUITY INCENTIVE PLAN TABLE OF CONTENTS Exhibit 4.4 QT IMAGING HOLDINGS, INC. INDUCEMENT EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page 1 ESTABLISHMENT, PURPOSE AND TERM OF PLAN 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2 DEFINITIONS AND CONSTRUCTION 1 2.1 Definitions 1 2.2 Construction 9 3 ADMINISTRATION 9 3.1 Administration by the Committee 9 3.2 Grant Authority 9 3.3 Administration with Respect to Insiders 9 3.4 Powers of |
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| August 28, 2025 |
Exhibit 99.1 QT Imaging Receives $5.0 Million in New Funding from Lynrock Lake to Repurchase and Cancel All Yorkville Warrants Novato, Calif. – August 27, 2025 – QT Imaging Holdings, Inc. (“QT Imaging” or the “Company”) (OTCQB: QTIH), a medical device company engaged in research, development, and commercialization of innovative body imaging systems, is pleased to announce that it has received $5.0 |
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| August 28, 2025 |
FIRST AMENDMENT TO CREDIT AGREEMENT Exhibit 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 26, 2025, by and among QT IMAGING HOLDINGS, INC., a Delaware corporation (“Borrower”), and LYNROCK LAKE MASTER FUND LP (“Lender”). RECITALS 1.Borrower and Lender have entered into the Credit Agreement, dated as of February 26, 2025 (as amended, modified, supplem |
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| August 28, 2025 |
QT Imaging Appoints Seasoned Accounting Executive as Chief Financial Officer Exhibit 99.2 QT Imaging Appoints Seasoned Accounting Executive as Chief Financial Officer Novato, Calif. – August 28, 2025 – QT Imaging Holdings, Inc. (“QT Imaging” or the “Company”) (OTCQB: QTIH), a medical device company engaged in research, development, and commercialization of innovative body imaging systems, is pleased to announce the appointment of Jay Jennings as its new Chief Financial Off |
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| August 28, 2025 |
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT Exhibit 10.3 Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) because it is both (i) immaterial and (ii) treated by the Company as private and confidential. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. August 22, 2025 Jay Jennings *** *** Re: Offer of Emp |
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| August 25, 2025 |
Exhibit 99.1 QT Imaging Inks Exclusive Distribution Agreement with Gulf Medical for Saudi Arabia Shipments of five scanners per quarter starting on Q1’26 for total revenue of approximately $33 million over three years Novato, Calif. – QT Imaging Holdings, Inc. (“QTI” or the “Company”) (OTCQB: QTIH), a medical device company engaged in research, development, and commercialization of innovative body |
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| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 21, 2025 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Inc |
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| August 25, 2025 |
Exhibit 10.1 Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) because it is both (i) immaterial and (ii) treated by the Company as private and confidential. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (t |
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| August 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 19, 2025 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Inc |
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| August 20, 2025 |
QT Imaging Holdings Announces Results of First Annual Stockholder Meeting Exhibit 99.1 QT Imaging Holdings Announces Results of First Annual Stockholder Meeting Novato, Calif. – August 19, 2025 - QT Imaging Holdings, Inc. (“QT Imaging” or the “Company”) (OTCQB: QTIH) a medical device company engaged in the research, development, and commercialization of innovative body imaging systems, announced today that at the Annual Meeting of Company’s stockholders (the “Annual Mee |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 13, 2025 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Inc |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 7, 2025 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Inco |
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| August 7, 2025 |
Exhibit 99.1 QT Imaging Announces Continuous Strong Revenue Growth and Enhanced Balance Sheet in the Second Quarter 2025 Generated Revenue of $3.7 Million with 50% Gross Margin The Company Pursuing Uplisting to Nasdaq Addressed and Removed the Warrant Liability Through Amendments to the Lynrock Lake and Yorkville Warrant Agreements Announces New 'QTI Cloud Platform' as it Accelerates Its Transform |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| July 17, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permit |
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| July 3, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permit |
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| June 18, 2025 |
Exhibit 99.1 QT IMAGING HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2025 As Filed Pro Forma Adjustment Pro Forma ASSETS Current assets: Cash $ 2,987,503 $ — $ 2,987,503 Restricted cash and cash equivalents 20,000 20,000 Accounts receivable 2,782,404 2,782,404 Inventory 2,872,401 2,872,401 Prepaid expenses and other current assets 1,151,818 1,151,818 Tota |
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| June 18, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 18, 2025 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Incor |
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| June 12, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 11, 2025 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Incor |
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| June 12, 2025 |
Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED. AMENDED AND RESTATE |
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| June 12, 2025 |
Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED. AMENDED AND RESTATE |
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| May 21, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 21, 2025 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Incorp |
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| May 21, 2025 |
Quantitative Transmission Imaging Breast Acoustic CT Scanner INVESTOR PRESENTATION May 2025 2 Disclaimer ABOUT THIS PRESENTATION This investor presentation (this “Presentation”) is provided for informational purposes only. |
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| May 13, 2025 |
Exhibit 99.1 QT Imaging Announces First Quarter 2025 Financial Results Shipped Six Scanners and Generated Revenue of $2.8 Million with 65% Gross Margin in the First Quarter of 2025 Closed $10.1 million Lynrock Lake Term Loan to Retire Prior Debt and $5.4 million is for Working Capital Purposes Entered into Contract Manufacturing Agreement with Canon Medical Systems Corporation The Company Announce |
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| May 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 13, 2025 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Incorp |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 13, 2025 |
Exhibit 10.11 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 12, 2025, between QT Imaging Holdings, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the |
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| May 13, 2025 |
Exhibit 10.10 Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) because it is both (i) immaterial and (ii) treated by the Company as private and confidential. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. SECURITIES PURCHASE AGREEMENT This Securities Purcha |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 21, 2025 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Inco |
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| April 10, 2025 |
Exhibit 10.1 Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) because it is both (i) immaterial and (ii) treated by the Company as private and confidential. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. SECURITIES PURCHASE AGREEMENT This Securities Purchas |
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| April 10, 2025 |
QT Imaging Holdings Announces $500,000 Insiders PIPE Investment Exhibit 99.1 QT Imaging Holdings Announces $500,000 Insiders PIPE Investment Novato, Calif. – April 10, 2025 – QT Imaging Holdings, Inc. (OTCQB:QTIH) a medical device company engaged in research, development, and commercialization of innovative body imaging systems (the “Company”) is pleased to announce an insiders private investment in public equities (PIPE) investment of $500,000 in new funding |
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| April 10, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 9, 2025, between QT Imaging Holdings, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 9, 2025 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Incor |
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| March 31, 2025 |
Stock Trading Policy and Insider Trading Prohibition (Insider Trading Policy) Exhibit 19.1 QT IMAGING HOLDINGS, INC. Stock Trading Policy and Insider Trading Prohibition QT Imaging Holdings, Inc. (the “Company”) recognizes the importance of all employees, officers, directors and consultants following high ethical, moral and legal standards in the conduct of the Company’s business. This includes strict compliance with the laws regulating the misuse of inside information. We |
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| March 31, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 31, 2025 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Inco |
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| March 31, 2025 |
Exhibit 10.47 Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) because it is both (i) immaterial and (ii) treated by the Company as private and confidential. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. AMENDMENT NO. 1 TO AMENDED AND RESTATED DISTRIBUTION |
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| March 31, 2025 |
Exhibit 99.1 QT Imaging Announces Fourth Quarter and Full Year 2024 Financial Results and Provides 2025/26 Outlook Generated Sales of Twelve Scanners with Revenue of Approx. $5 Million and with 54% Gross Margin in 2024 Announced Insiders PIPE investment of $2.56 Million, fully funded by the QTI Board of Directors members and Management Announced the Closing of $10.1 million Lynrock Lake Term Loan, |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-279 |
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| March 31, 2025 |
Exhibit 10.46 Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) because it is both (i) immaterial and (ii) treated by the Company as private and confidential. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. MANUFACTURING AGREEMENT between QT IMAGING HOLDINGS, |
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| March 3, 2025 |
QT IMAGING HOLDINGS, INC. 8,807,116 Shares of Common Stock Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated February 5, 2025) Registration No. 333-284317 QT IMAGING HOLDINGS, INC. 8,807,116 Shares of Common Stock This prospectus supplement (this “Supplement No. 1”) updates and supplements the prospectus dated February 5, 2025 (as further supplemented, the “Prospectus”), which forms a part of our Registration Statement on F |
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| March 3, 2025 |
Prospectus Supplement No. 14 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 14”) updates and supplements the pros |
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| February 28, 2025 |
Execution Version Exhibit 10.1 CREDIT AGREEMENT, dated as of February 26, 2025, among QT IMAGING HOLDINGS, INC., as the Borrower, and LYNROCK LAKE MASTER FUND LP, as the Lender TABLE OF CONTENTS ii SECTION 1 DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 24 1.3 Divisions 24 SECTION 2 AMOUNT AND TERMS OF TERM COMMITMENTS 25 2.1 Term Commitments 25 2.2 Procedure for Term Loan Bo |
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| February 28, 2025 |
Exhibit 99.1 QT Imaging Holdings Receives $10.1 Million in New Funding to Support Working Capital and Retire Debt Repays all remaining debt used to fund the 2024 deSPAC process and terminates the SEPA line Novato, Calif. – February 27, 2025 – QT Imaging Holdings, Inc. (OTC:QTIH) (the “Company”), a medical device company engaged in research, development, and commercialization of innovative body ima |
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| February 28, 2025 |
Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED. WARRANT TO PURCHASE |
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| February 28, 2025 |
Execution Version Exhibit 10.2 TERMINATION AGREEMENT This Termination Agreement (the “Termination Agreement”) is entered into as of February 26, 2025, by and between QT Imaging Holdings, Inc., a Delaware corporation (formerly known as GigCapital5, Inc. (“GigCapital5”), (the “Company”)) and YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), with reference to (1) that certain |
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| February 28, 2025 |
Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED. WARRANT TO PURCHASE |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 26, 2025 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer I |
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| February 12, 2025 |
Exhibit 107 Calculation of Filing Fee Table Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0. |
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| February 12, 2025 |
As filed with the Securities and Exchange Commission on February 12, 2024 As filed with the Securities and Exchange Commission on February 12, 2024 Registration No. |
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| February 5, 2025 |
QT IMAGING HOLDINGS, INC. 8,807,116 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(b3) Registration No. 333-284317 QT IMAGING HOLDINGS, INC. 8,807,116 Shares of Common Stock This prospectus relates solely to the offer and sale from time to time of up to an aggregate 8,807,116 shares of the common stock, par value $0.0001 per share (the “Common Stock”), of QT Imaging Holdings, Inc. (the “Company,” “we,” “our” or “us”) by the selling securi |
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| February 3, 2025 |
QT Imaging Holdings, Inc. c/o DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, California 94105-2933 (415) 836-2533 February 3, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, DC 20549 Re: QT Imaging Holdings, Inc. Registration Statement on Form S-1, as amended File No |
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| January 31, 2025 |
As filed with the U.S. Securities and Exchange Commission on January 31, 2025. As filed with the U.S. Securities and Exchange Commission on January 31, 2025. Registration No. 333-284317 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QT Imaging Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 6770 85-1728920 (State or Other Jurisdiction of |
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| January 28, 2025 |
Prospectus Supplement No. 13 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 13”) updates and supplements the pros |
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| January 28, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 24, 2025 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer In |
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| January 24, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 23, 2025 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer In |
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| January 24, 2025 |
Exhibit 10.1 SUBLEASE AGREEMENT This SUBLEASE AGREEMENT (this “Agreement”) is made effective as of [INSERT] (the “Effective Date”), by and among QT Imaging Holdings, Inc., A Delaware corporation (the “Company”), and QT Imaging Center, a California sole proprietorship of John C. Klock, M.D. (the “Practice”). Company and Practice may be referred to herein individually, as a “Party” and collectively, |
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| January 24, 2025 |
Prospectus Supplement No. 12 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 12”) updates and supplements the pros |
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| January 16, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) QT IMAGING HOLDINGS, INC. |
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| January 16, 2025 |
As filed with the U.S. Securities and Exchange Commission on January 16, 2025. As filed with the U.S. Securities and Exchange Commission on January 16, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QT Imaging Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 6770 85-1728920 (State or Other Jurisdiction of Incorporation or Organiz |
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| January 10, 2025 |
Exhibit 10.2 OMNIBUS AMENDMENT This Omnibus Amendment (this “Amendment”) is entered into as of January 9, 2025 by and between QT Imaging Holdings, Inc., a Delaware corporation (formerly known as GigCapital5, Inc. (“GigCapital5”), (the “Company”)) and Funicular Funds, LP, a Delaware limited partnership (the “Holder”), with reference to that certain Secured Convertible Note, issued March 4, 2024, in |
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| January 10, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 9, 2025 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Inc |
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| January 10, 2025 |
Prospectus Supplement No. 11 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 11”) updates and supplements the pros |
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| January 10, 2025 |
Exhibit 10.1 THIRD OMNIBUS AMENDMENT This Third Omnibus Amendment (this “Third Amendment”) is entered into as of January 9, 2025 by and between QT Imaging Holdings, Inc., a Delaware corporation (formerly known as GigCapital5, Inc. (“GigCapital5”), (the “Company”)) and YA II PN, LTD., a Cayman Islands exempt limited company (the “Lender”), with reference to (1) that certain Standby Equity Purchase |
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| December 23, 2024 |
Prospectus Supplement No. 10 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 10”) updates and supplements the pros |
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| December 20, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 17, 2024 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer I |
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| December 12, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 11, 2024 Date of Report (Date of earliest event reported) QT IMAGING HOLDINGS, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer I |
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| December 12, 2024 |
Exhibit 10.1 Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) because it is both (i) immaterial and (ii) treated by the Company as private and confidential. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. AMENDED AND RESTATED DISTRIBUTION AGREEMENT On this 1 |
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| December 11, 2024 |
Quantitative Transmission Imaging Breast Acoustic CT Scanner INVESTOR PRESENTATION December 2024 2 Disclaimer ABOUT THIS PRESENTATION This investor presentation (this “Presentation”) is provided for informational purposes only. |
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| December 11, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 11, 2024 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer I |
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| November 22, 2024 |
QTI / QT Imaging Holdings, Inc. / Katz Avi S - SC 13D/A Activist Investment SC 13D/A 1 schedule13damendmentno5for.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* QT Imaging Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 746962 109 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San |
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| November 15, 2024 |
Prospectus Supplement No. 9 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 9”) updates and supplements the prospe |
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| November 14, 2024 |
QTI / QT Imaging Holdings, Inc. / Lynrock Lake LP Passive Investment SC 13G 1 formsc13gqtimagingholdings.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* QT Imaging Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 746962109 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) |
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| November 13, 2024 |
Exhibit 99.1 QT Imaging Announces Third Quarter 2024 Financial Results Generated Scanner Sales Revenue of $0.9 Million with 65% Gross Margin in the Third Quarter of 2024 The Company Successfully Completed the Engineering and Clinical Feasibility Study with its Strategic Partner The Company Announced Entering into Favorable Amendments to Its $10 Million Convertible Promissory Note with YA II PN, Lt |
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| November 13, 2024 |
2, 2024, by and between QT Imaging Holdings, Inc. and Exhibit 10.3 Certain identified information in this Exhibit 10.3 (indicated by “[***]”) has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the Company treats as private or confidential. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 12, 2024, between QT Imagin |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 13, 2024 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer I |
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| November 13, 2024 |
2, 2024, by and between QT Imaging Holdings, I Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 12, 2024, between QT Imaging Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Pu |
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| November 12, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 6, 2024 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer In |
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| November 4, 2024 |
Prospectus Supplement No. 8 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 8”) updates and supplements the prospe |
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| November 1, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2024 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer In |
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| November 1, 2024 |
Exhibit 10.1 SECOND OMNIBUS AMENDMENT This Second Omnibus Amendment (this “Second Amendment”) is entered into as of October 31, 2024 by and between QT Imaging Holdings, Inc., a Delaware corporation (formerly known as GigCapital5, Inc. (“GigCapital5”), (the “Company”)) and YA II PN, LTD., a Cayman Islands exempt limited company (the “Lender”), with reference to (1) that certain Standby Equity Purch |
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| October 1, 2024 |
Prospectus Supplement No. 7 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 7”) updates and supplements the prospe |
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| September 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 26, 2024 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer |
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| September 30, 2024 |
Exhibit 10.1 OMNIBUS AMENDMENT This Omnibus Amendment (this “Amendment”) is entered into as of September 26, 2024 by and between QT Imaging Holdings, Inc., a Delaware corporation (formerly known as GigCapital5, Inc. (“GigCapital5”) (the “Company”) and YA II PN, LTD., a Cayman Islands exempt limited company (the “Lender”), with reference to (1) that certain Standby Equity Purchase Agreement, dated |
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| September 20, 2024 |
Prospectus Supplement No. 6 Filed Pursuant to Rule 424(b)(7) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 6”) updates and supplements the prospe |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 11, 2024 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer |
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| September 13, 2024 |
QTI / QT Imaging Holdings, Inc. / Katz Avi S - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* QT Imaging Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 746962 109 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105-2933 (Name, Address and Teleph |
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| September 13, 2024 |
Prospectus Supplement No. 5 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 5”) updates and supplements the prospe |
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| September 10, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 4, 2024 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer I |
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| August 14, 2024 |
qtiinvestorpresentation Quantitative Transmission Imaging Breast Acoustic CT Scanner INVESTOR PRESENTATION August 2024 2 Disclaimer ABOUT THIS PRESENTATION This investor presentation (this “Presentation”) is provided for informational purposes only. |
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| August 14, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2024 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Inc |
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| August 8, 2024 |
Exhibit 99.1 QT Imaging Announces Second Quarter 2024 Financial Results Generated Scanner Sales Revenue of $1.7 Million with 51% Gross Margin in the Second Quarter of 2024 The Company Continues to Make Progress in the Engineering and Clinical Feasibility Study with its Strategic Partner Signed a U.S. Exclusive Distribution Agreement Announced Partnership with the University of Oklahoma and OU Heal |
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| August 8, 2024 |
Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 4”) updates and supplements the prospe |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2024 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Inco |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| July 17, 2024 |
QTI / QT Imaging Holdings, Inc. / Katz Avi S - SC 13D/A Activist Investment SC 13D/A 1 a2024-07x09qtimagingxsched.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* QT Imaging Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 746962 109 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San |
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| July 15, 2024 |
Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(7) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 3”) updates and supplements the prospe |
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| July 10, 2024 |
Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(7) (to Prospectus dated May 22, 2024) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 2”) updates and supplements the prospe |
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| July 10, 2024 |
QTI / QT Imaging Holdings, Inc. / Katz Avi S - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* QT Imaging Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 746962 109 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105-2933 (Name, Address and Teleph |
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| July 3, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-278460 Prospectus Supplement No. 1 (to Prospectus dated May 22, 2024) QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus supplement (this “Supplement No. 1”) relates to the prospectus dated Ma |
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| July 3, 2024 |
QTI / QT Imaging Holdings, Inc. / Katz Avi S - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* QT Imaging Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 746962 109 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105-2933 (Name, Address and Teleph |
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| June 25, 2024 |
Exhibit 10.1 Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) because it is both (i) immaterial and (ii) treated by the Company as private and confidential. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. DISTRIBUTION AGREEMENT On this 10th day of June, 2024 |
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| June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 18, 2024 Date of Report (Date of earliest event reported) QT IMAGING HOLDINGS, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Incor |
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| June 21, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 17, 2024 Date of Report (Date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Incor |
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| May 23, 2024 |
As filed with the Securities and Exchange Commission on May 23, 2024 As filed with the Securities and Exchange Commission on May 23, 2024 Registration No. |
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| May 23, 2024 |
Exhibit 107 Calculation of Filing Fee Table Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0. |
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| May 22, 2024 |
Table of Contents PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-278460 QT IMAGING HOLDINGS, INC. Up to 43,795,000 Shares of Common Stock Up to 17,711,129 shares of Common Stock by the Selling Securityholders 889,364 Warrants to Purchase Shares of Common Stock This prospectus relates to the issuance by us of an aggregate of up to 43,795,000 shares of common stock, $0.0001 par val |
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| May 20, 2024 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on May 17, 2024. Registration No. 333-278460 UNITED S TATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QT Imaging Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 6770 85-1728920 (State or Other |
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| May 20, 2024 |
QT Imaging Holdings, Inc. c/o DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, California 94105-2933 (415) 836-2533 May 20, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, DC 20549 Re: QT Imaging Holdings, Inc. Registration Statement on Form S-1, as amended File No. 33 |
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| May 16, 2024 |
Exhibit 21.1 List of Subsidiaries of the Registrant Name of Company Incorporated QT Imaging, Inc.* Delaware QT Ultrasound Labs, Inc.* Delaware * 100% owned subsidiary of QT Imaging Holdings, Inc. |
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| May 16, 2024 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on May 1 6 , 2024. Registration No. 333-278460 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QT Imaging Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 6770 85-1728920 (State or Other |
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| May 13, 2024 |
Material Modification to Rights of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 13, 2024 QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Incorp |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 10, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 6, 2024 QT Imaging Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Incorpo |
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| May 10, 2024 |
Exhibit 99.1 QT Imaging Announces First Quarter 2024 Financial Results Generated Scanner Sales Revenue of $1.4M with 56% Gross Margin in the First Quarter of 2024, Since the Company Became Public on March 4th Streamlined Business Model via Strategic Sales and Distribution Partnership in USA Reported in Academic Radiology the Results of a Second Blinded Screening Trial That Found That QTI Technolog |
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| May 10, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2024 QT IMAGING HOLDINGS, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or Other Jurisdiction of (Commission (IRS Employer Incorp |
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| April 24, 2024 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on April 24, 2024. Registration No. 333-278460 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QT Imaging Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 6770 85-1728920 (State or Other |
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| April 24, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) QT IMAGING HOLDINGS, INC. |
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| April 24, 2024 |
DLA Piper LLP (US) 555 Mission St. #2400 San Francisco, California 94105 www.dlapiper.com April 24, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Conlon Danberg and Jessica Ansart Re: QT Imaging Holdings, Inc. Registration Statement on Form S-1 Filed Ap |
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| April 19, 2024 |
Exhibit 10.1 SPACE AND EQUIPMENT SUBLEASE This SPACE AND EQUIPMENT SUBLEASE (this “Agreement”) is made effective as of April 1st, 2024 (the “Effective Date”), by and among QT Imaging Holdings, Inc., A Delaware corporation (the “Company”), and QT Imaging Center, a California sole proprietorship of John C. Klock, M.D. (the “Practice”). Company and Practice may be referred to herein individually, as |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 17, 2024 Date of Report (date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organizat |
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| April 8, 2024 |
Exhibit 10.1 SERVICES AGREEMENT THIS SERVICES AGREEMENT (this “Agreement”) is entered into on April 3, 2024 (the “Effective Date”), by and between QT Imaging Center, a California sole proprietorship of John C. Klock, M.D., with its principal place of business at 3 Hamilton Landing, Suite 180, Novato, CA 94949 (the “Practice”), and QT Imaging Holdings, Inc., a Delaware Corporation located at 3 Hami |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 3, 2024 QT IMAGING HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organizat |
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| April 8, 2024 |
Exhibit 10.2 DATA USE AND LICENSE AGREEMENT THIS DATA USE AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of April 3, 2024 (the “Effective Date”), by and between QT Imaging Center, a California sole proprietorship of John Klock, M.D (“Discloser”), and QT Imaging Holdings, Inc., a Delaware corporation (“Recipient”). WHEREAS, Recipient is a medical device company that works with |
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| April 2, 2024 |
As filed with the U.S. Securities and Exchange Commission on April 2, 2024. S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on April 2, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QT Imaging Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 6770 85-1728920 (State or Other Jurisdiction of In |
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| April 2, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) QT IMAGING HOLDINGS, INC. |
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| April 1, 2024 |
EX-99.1 Exhibit 99.1 Quantitative Transmission Imaging Breast Acoustic CT Scanner INVESTOR PRESENTATION April 2024 Disclaimer ABOUT THIS PRESENTATION This investor presentation (this “Presentation”) is provided for informational purposes only. The information contained herein does not purport to be all-inclusive and neither QT Imaging Holdings, Inc. (the “Company”, “QT Imaging Holdings”, “QTI”), n |
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| April 1, 2024 |
EX-10.1 Exhibit 10.1 Feasibility Study Agreement THIS Feasibility Study Agreement (“Agreement”) is made by and between Canon Medical Systems Corporation, a company organized and existing under the laws of Japan with its registered office at 1385 Shimoishigami Otawara-shi, Tochigi 324-0036, Japan (hereinafter “Canon”) and QT Imaging Holdings, Inc., a company organized and existing under the laws of |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2024 QT Imaging Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 28, 2024 Date of Report (date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdiction of incorporation or organizat |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 22, 2024 Date of Report (date of earliest event reported): QT Imaging Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incor |
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| March 25, 2024 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION QT Imaging Holdings, Inc. (f/k/a GigCapital5, Inc.) (the “Company”) is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the business combination between GigCapital5, Inc. and QT Imaging, Inc., which was consummated on March 4, 2024. The histori |
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| March 25, 2024 |
QT IMAGING, INC. CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 and 2022 Exhibit 99.1 QT IMAGING, INC. CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 and 2022 QT IMAGING, INC. TABLE OF CONTENTS Page(s) Report of Independent Registered Public Accounting Firm 1 Consolidated Financial Statements: Consolidated Balance Sheets 2 Consolidated Statements of Operations and Comprehensive Loss 3 Consolidated Statements of Stockholders’ Equity (Deficit) 4 Consolidated Stateme |
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| March 25, 2024 |
Exhibit 14 CORPORATE POLICY: Code of Business Conduct and Ethics Policy Name: Code of Business Conduct and Ethics Version: 1. |
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| March 25, 2024 |
Exhibit 99.1 QT IMAGING HOLDINGS, INC. AUDIT COMMITTEE CHARTER Mission Statement The Audit Committee (the “Committee”) of QT Imaging Holdings, Inc. (the “Company”) is appointed by the Board of Directors as a permanent committee to assist it in monitoring and overseeing (1) the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company, (2) |
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| March 25, 2024 |
Exhibit 99.2 QT IMAGING HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER Role The role of the Compensation Committee (the “Committee”) is to discharge the responsibilities of the Board of Directors (the “Board”) of QT Imaging Holdings, Inc. (the “Company”) relating to compensation of the Company’s executives, to issue an annual report on executive compensation for inclusion in the Company’s proxy sta |
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| March 25, 2024 |
QT IMAGING MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 QT IMAGING MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information that the management of QT Imaging believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of QT Imaging. The discussion should be read in conjunction with the “Summa |
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| March 25, 2024 |
Exhibit 97.1 QT IMAGING HOLDINGS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION (Adopted as of January 11, 2024) 1. INTRODUCTION The Board of Directors (the “Board”) of QT Imaging Holdings, Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected O |
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| March 25, 2024 |
Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 25, 2024 |
List of Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES QTI MERGER SUB, INC. |
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| March 25, 2024 |
Exhibit 99.3 QT IMAGING HOLDINGS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Role The Nominating and Corporate Governance Committee (the “Committee”) is responsible for considering and making recommendations to the Board of Directors (the “Board”) concerning the appropriate size, functions and needs of the Board of QT Imaging Holdings, Inc. (the “Company”). Membership The Committee |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 18, 2024 Date of Report (date of earliest event reported): QT Imaging Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdiction of incorporation or organiza |
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| March 18, 2024 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* QT Imaging Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 746962 109 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105-2933 (Name, Address and |
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| March 18, 2024 |
EX-10.2 Exhibit 10.2 March 18, 2024 Stas Budagov *** Re: Offer of Employment Dear Stas: On behalf of QT Imaging Holdings, Inc. (the “Company”), I am pleased to offer you the position of Chief Financial Officer, located in San Jose, California. This letter (the “Letter Agreement”) sets forth the terms and conditions of your employment with the Company. It is important that you understand clearly bo |
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| March 18, 2024 |
EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of the 18th day of March, 2024 by and between Dr. Raluca Dinu (the “Executive”) and QT Imaging Holdings, Inc. (the “Company”; the Executive and the Company are collectively referred to as the “Parties”). This Agreement shall be effective as of the 12th day of March 2024 (the “Effective Date”). |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 12, 2024 Date of Report (date of earliest event reported) QT Imaging Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organizat |
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| March 18, 2024 |
EX-7.8 Exhibit 7.8 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning s |
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| March 18, 2024 |
EX-99.1 Exhibit 99.1 QT Imaging Holdings names Dr. Raluca Dinu as Acting Chief Executive Officer and Anastas Budagov as Chief Financial Officer Novato, Calif. – March 18, 2024 – QT Imaging Holdings, Inc. (NASDAQ:QTI) a medical device company engaged in research, development, and commercialization of innovative body imaging systems, today announced that the Board of Directors has appointed former G |
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| March 18, 2024 |
GigAcquisitions5, LLC - SC 13D SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* QT Imaging Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 746962 109 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105-2933 (Name, Address and |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 QT Imaging Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdic |
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| March 15, 2024 |
QT Imaging Holdings Announces New Ticker Symbol for OTC Warrants and Delisting of Units EX-99.1 Exhibit 99.1 QT Imaging Holdings Announces New Ticker Symbol for OTC Warrants and Delisting of Units Novato, Calif. - March 15, 2024 — QT Imaging Holdings, Inc. (NASDAQ: QTI) a medical device company engaged in the research, development, and commercialization of innovative body imaging systems, updated the ticker symbol for its warrants to “QTIWW”, currently trading in the over-the-counter |
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| March 8, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among GIGCAPITAL5, INC., QTI MERGER SUB, INC., and QT IMAGING, INC. Dated as of December 8, 2022 Table of Contents Page ARTICLE I. DEFINITIONS A-2 SECTION 1.01 Certain Definitions. A-2 SECTION 1.02 Further Definitions A-13 SECTION 1.03 Construction. A-15 ARTICLE II. AGREEMENT AND PLAN OF MERGER A-16 SECTION 2.01 The Merger A-16 SECTION 2.02 Effecti |
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| March 8, 2024 |
Exhibit 10.4 QT IMAGING HOLDINGS, INC. RESTRICTED STOCK UNITS AGREEMENT (U.S. Participants) QT Imaging Holdings, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Un |
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| March 8, 2024 |
Exhibit 10.2 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March , 2024, by and between QT Imaging Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate pr |
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| March 8, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION QT Imaging Holdings, Inc. (f/k/a GigCapital5, Inc.) (the “Company”) is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the business combination between GigCapital5, Inc. and QT Imaging, Inc., which was consummated on March 4, 2024. T |
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| March 8, 2024 |
Exhibit 10.3 GIGCAPITAL5, INC. 2024 EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page 1 ESTABLISHMENT, PURPOSE AND TERM OF PLAN G-1 1.1 Establishment G-1 1.2 Purpose G-1 1.3 Term of Plan G-1 2 DEFINITIONS AND CONSTRUCTION G-1 2.1 Definitions G-1 2.2 Construction G-7 3 ADMINISTRATION G-7 3.1 Administration by the Committee G-7 3.2 Authority of Officers G-7 3.3 Administration with Respect to Insiders G-7 |
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| March 8, 2024 |
Exhibit 10.5 QT IMAGING HOLDINGS, INC. STOCK OPTION AGREEMENT (U.S. Participants) QT Imaging Holdings, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase a number of shares of Stock upon the terms |
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| March 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 QT Imaging Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdict |
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| March 8, 2024 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF QT IMAGING HOLDINGS, INC. (THE “CORPORATION”) Effective as of March 4, 2024 ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual act |
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| March 8, 2024 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GIGCAPITAL5, INC. March 4, 2024 GigCapital5, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “GigCapital5, Inc.” The original certificate of incorporation of the Corporation was filed with the Secretary of |
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| March 8, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 7, 2024 |
QT Imaging Pioneers Patient-Centric Breast Imaging Technology through Strategic Partnership Exhibit 99.1 QT Imaging Pioneers Patient-Centric Breast Imaging Technology through Strategic Partnership Novato, Calif. - March 7, 2024 - QT Imaging Holdings, Inc. (NASDAQ: QTI) a medical device company engaged in research, development, and commercialization of innovative body imaging systems, is pleased to announce the first commercial sale of a QTI Breast Acoustic CTTM System to True Health Cent |
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| March 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 QT Imaging Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdict |
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| March 5, 2024 |
EX-10.6 Exhibit 10.6 THIS SECURED CONVERTIBLE PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE A |
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| March 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 QT Imaging Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other juris |
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| March 5, 2024 |
EX-10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 28, 2024, by and among QT Imaging, Inc., a Delaware corporation (the “Company”), GigCapital5, Inc., a Delaware corporation (“SPAC”), and the undersigned subscriber (“Subscriber”). WHEREAS, the Company, SPAC and QTI Merger Sub, Inc., a Delaware corporation and wholly o |
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| March 5, 2024 |
EX-10.5 Exhibit 10.5 GIGCAPITAL5, INC. NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is made as of February 29, 2024, by and among GigCapital5, Inc., a Delaware corporation (the “Company”), Funicular Funds, LP, a Delaware limited partnership (the “Noteholder”), and QT Imaging, Inc., a Delaware corporation (“QT Imaging”). RECITALS A. On the terms and subject to the conditi |
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| March 5, 2024 |
EXHIBIT 10.8 SECURITY AGREEMENT Dated as of March , 2024 among QT IMAGING HOLDINGS, INC. F/K/A GIGCAPITAL5, INC. and Each Other Grantor From Time to Time Party Hereto and FUNICULAR FUNDS, LP TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 1.1 Terms Defined in Note 1 1.2 Terms Defined in UCC 1 1.3 Definitions of Certain Terms Used Herein 2 ARTICLE II GRANT OF SECURITY INTEREST 5 2.1 Collateral 5 |
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| March 5, 2024 |
EX-10.7 Exhibit 10.7 GUARANTY This Guaranty (this “Guaranty”) is by and among the Guarantors identified on the signature page hereto and each other Person that becomes a party hereto pursuant to Section 19 (each a “Guarantor”; together, the “Guarantor(s)”), for the benefit of FUNICULAR FUNDS, LP (the “Holder”), and is dated as of , 2024 (the “Effective Date”). WHEREAS, QT IMAGING HOLDINGS, IN |
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| March 5, 2024 |
EX-99.1 Exhibit 99.1 QT Imaging Holdings Announces Completion of Business Combination with GigCapital5 Combined Company’s Innovative Body Imaging Scanning Systems Using Low Frequency Sound Waves Provide Critical Solutions for Detection, Diagnosis, and Treatment of Disease QT Imaging Holdings Expected to Begin Trading on NASDAQ Under Ticker Symbol “QTI” on March 5, 2024 NOVATO, Calif. & PALO ALTO, |
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| March 5, 2024 |
EX-10.3 Exhibit 10.3 LOCK-UP AGREEMENT This Lock-Up Agreement (this “Agreement”) is made and entered into as of March 4, 2024, by and among GigCapital5, Inc., a Delaware corporation (“GigCapital5”), QT Imaging, Inc., a Delaware corporation (the “Company”), and those equityholders of the Company listed on the signature pages hereto (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”). |
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| March 5, 2024 |
EX-10.4 Exhibit 10.4 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCE |
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| March 5, 2024 |
EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 4, 2024, by and among GigCapital5, Inc., a Delaware corporation (the “Company”), and each of the undersigned parties listed under “Holder” on the signature page hereto (each such party, a “Holder” and collectively the “Holders”). Any capitalized term used bu |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 29, 2024 Date of Report (date of earliest event reported) GigCapital5, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) |
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| February 29, 2024 |
Exhibit 99.1 GIGCAPITAL5, INC. ANNOUNCES CLOSING DATE FOR BUSINESS COMBINATION WITH QT IMAGING QT Imaging Holdings, Inc. Expected to Begin Trading on Nasdaq Under Ticker Symbols “QTI” on March 5, 2024 PALO ALTO, Calif. – February 29, 2024, 2024—GigCapital5, Inc. (“GigCapital5”; Nasdaq: GIA), a Private-to-Public Equity (PPE)TM entity also known as special purpose acquisition company (“SPAC”), today |
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| February 29, 2024 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 29, 2024 Date of Report (date of earliest event reported) GigCapital5, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organizati |
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| February 27, 2024 |
Exhibit 10.3 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 21, 2024, by and among QT Imaging, Inc., a Delaware corporation (the “Company”), GigCapital5, Inc., a Delaware corporation (“SPAC”), and the undersigned subscriber (“Subscriber”). WHEREAS, the Company, SPAC and QTI Merger Sub, Inc., a Delaware corporation and wholly owned sub |
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| February 27, 2024 |
Exhibit 10.1 AMENDED AND RESTATED NON-REDEMPTION AGREEMENT This Amended and Restated Non-Redemption Agreement (this “Agreement”) is entered into as of February 21, 2024, by and among the entities listed on Exhibit A (collectively, the “Holder”), QT Imaging, Inc., a Delaware corporation (“QT Imaging”), and GigCapital5, Inc., a Delaware corporation (the “Company”). RECITALS: A. The Company and QT Im |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 21, 2024 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 21, 2024 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) |
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| February 27, 2024 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 23, 2024, by and among QT Imaging, Inc., a Delaware corporation (the “Company”), GigCapital5, Inc., a Delaware corporation (“SPAC”), and the undersigned subscriber (“Subscriber”). WHEREAS, the Company, SPAC and QTI Merger Sub, Inc., a Delaware corporation and wholly owned sub |
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| February 22, 2024 |
Exhibit 10.01 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| February 22, 2024 |
GIA / GigCapital5, Inc. / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 15, 2024 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdiction of incorporation or organization) |
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| February 22, 2024 |
GigCapital5, Inc. Announces Shareholder Approval of Business Combination Exhibit 99.1 GigCapital5, Inc. Announces Shareholder Approval of Business Combination Palo Alto, CA – February 22, 2024 – GigCapital5, Inc. (“GigCapital5”) (NASDAQ: GIA) today announced that at the Annual Meeting of GigCapital5’s stockholders (the “Annual Meeting”) held on February 20, 2024, GigCapital5’s stockholders voted to approve the previously announced proposed business combination between |
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| February 22, 2024 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 15, 2024 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdiction of incorporation or organizati |
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| February 16, 2024 |
Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 15, 2024 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) |
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| February 16, 2024 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 15, 2024 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organizati |
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| February 14, 2024 |
GIA / GigCapital5, Inc. / Meteora Capital, LLC Passive Investment SC 13G 1 meteoragia123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GigCapital5, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 37519U109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 8, 2024 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 31, 2024 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdiction of incorporation or organizatio |
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| February 8, 2024 |
Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A/A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 31, 2024 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdiction of incorporation or organization) ( |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 7, 2024 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) ( |
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| February 7, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-269760 GIGCAPITAL5, INC. 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303 PRELIMINARY PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS PROSPECTUS FOR 14,807,937 SHARES OF COMMON STOCK OF GIGCAPITAL5, INC. (WHICH WILL BE RENAMED QT IMAGING HOLDINGS, INC.) On December 8, 2022, GigCapital5, Inc., a Delaware corporation |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 7, 2024 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) ( |
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| February 7, 2024 |
Second Non-Convertible Working Capital Note Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| February 7, 2024 |
Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A/A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ BCA Pro |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 2, 2024 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) ( |
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| February 6, 2024 |
Exhibit 10.1 FIFTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Fifth Amendment to Business Combination Agreement (the “Amendment”) is effective as of February 2, 2024, by and among QT Imaging, Inc., a Delaware corporation (“QT Imaging”), GigCapital5, Inc., a Delaware corporation (“GigCapital5”) and QTI Merger Sub, Inc., a Delaware corporation (“Merger Sub,” and together with QT Imaging and Gi |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 2, 2024 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) ( |
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| February 5, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on February 5, 2024. |
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| February 5, 2024 |
GigCapital5, Inc. c/o DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, California 94105-2933 (415) 615-6095 February 5, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, DC 20549 Re: GigCapital5, Inc. Registration Statement on Form S-4, as amended File No. 333-269760 Acc |
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| January 29, 2024 |
DLA Piper LLP (US) 555 Mission St. #2400 San Francisco, California 94105 www.dlapiper.com January 29, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Christie Wong, Jeanne Baker, Jane Park and Conlon Danberg Re: GigCapital5, Inc. Amendment No. 7 Registratio |
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| January 29, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on January 29, 2024. |
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| January 18, 2024 |
Ultralow Frequency Transmitted Sound Imaging INVESTOR PRESENTATION January 2024 1 Filed by GigCapital5, Inc. |
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| January 17, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on January 16, 2024. |
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| January 16, 2024 |
DLA Piper LLP (US) 555 Mission St. #2400 San Francisco, California 94105 www.dlapiper.com January 16, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Christie Wong, Jeanne Baker, Jane Park and Conlon Danberg Re: GigCapital5, Inc. Amendment No. 6 Registratio |
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| December 29, 2023 |
Exhibit 10.1 FIFTH AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 5 (this “Amendment”), dated as of December 28, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between GigCapital5, Inc., a Delaware corporation (the “Company”), having its principal office located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303, and Continental |
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| December 29, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 28, 2023 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdiction of incorporation or organizati |
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| December 29, 2023 |
Exhibit 3.1 CERTIFICATE OF FOURTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GIGCAPITAL5, INC. GigCapital5, Inc., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is GigCapital5, Inc. The corporation was originally incorporated pursuant to the |
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| December 29, 2023 |
EX-99.1 Exhibit 99.1 GigCapital5, Inc. Announces Stockholder Approval of Extension Amendment to the Amended and Restated Certificate of Incorporation and Investment Management Trust Agreement Palo Alto, CA – December 29, 2023 – GigCapital5, Inc. (“GigCapital5” or the “Company”) (NASDAQ: GIA), a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 28, 2023 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdiction of incorporation or organization) |
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| December 29, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on December 2 8 , 2023. |
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| December 28, 2023 |
DLA Piper LLP (US) 555 Mission St. #2400 San Francisco, California 94105 www.dlapiper.com December 28, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Christie Wong, Jeanne Baker, Jane Park and Conlon Danberg Re: GigCapital5, Inc. Amendment No. 5 Registrati |
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| December 26, 2023 |
EX-99.1 Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A/A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 20, 2023 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 20, 2023 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2023 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) |
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| December 19, 2023 |
Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (“Agreement”) dated December , 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), QT Imaging, Inc., a Delaware corporation (“QT Imaging”), and GigCapital5, Inc., a Delaware corporation (the “Company”). RECITALS: A. The Company and QT Imaging are the parties to the Business Combination Agreeme |
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| December 19, 2023 |
Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv |
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| December 19, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2023 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) |
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| December 18, 2023 |
Non-Convertible Working Capital Note Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 13, 2023 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdiction of incorporation or organization) |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 13, 2023 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40389 86-1728920 (State or other jurisdiction of incorporation or organization) |
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| December 18, 2023 |
Eleventh Amended and Restated Promissory Note for Working Capital Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 13, 2023 |
Exhibit 10.1 AMENDMENT NO. 4 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 7, 2023, by and between GigCapital5, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but |
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| December 13, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 7, 2023 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) ( |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 7, 2023 Date of Report (date of earliest event reported) GIGCAPITAL5, INC. (Exact name of Registrant as specified in its charter) Delaware 001-40839 86-1728920 (State or other jurisdiction of incorporation or organization) ( |
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| December 11, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A/A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De |
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| December 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A/A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De |
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| December 1, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| November 24, 2023 |
Sales Agent Agreement between QT Imaging, Inc. and NXC Imaging, dated May 31, 2023. Exhibit 10.32 SALES AGENT AGREEMENT PREAMBLE This Agreement is designed to establish a relationship; whereby, NXC IMAGING can sell and service the QT IMAGING Breast Scanner 2000 Series (“Product”) in the territories outlined in Appendix A: * Sales of Products will not be exclusive; and * Service of Products sold by NXC IMAGING will be exclusive to NXC IMAGING and its subsidiaries. This Agreement e |
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| November 24, 2023 |
Consent of Ross Taylor to be named as a director nominee of QT Imaging Holdings, Inc. Exhibit 99.6 Consent to be Named as a Director In connection with the filing by GigCapital5, Inc. (the “Company”) of the Registration Statement on Form S-4 (as it may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under t |
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| November 24, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on November 24, 2023. |
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| November 24, 2023 |
Indemnity Agreement, dated February 13, 2023, by and between GigCapital5, Inc. and Karen Rogge. Exhibit 10.18 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 13, 2023, by and between GigCapital5, Inc., a Delaware corporation (the “Company”), and Karen Rogge (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with a |
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| November 24, 2023 |
Exhibit 10.24 Distribution Agreement between QT Imaging, Inc. Novato, California, USA - hereinafter referred to as “QT” - and Innovador Healthcare (Asia) Pte. Ltd. Singapore - hereinafter referred to as “IHA” - This Distribution Agreement (“Agreement”) is made and entered into as of November 2, 2022 (the “Effective Date”) by and between QT (the “Supplier”) and IHA (the “Distributor”). WHEREAS: In |
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| November 24, 2023 |
Form of GigCapital5, Inc. Proxy Card. Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. ANNUAL MEETING OF STOCKHOLDERS , 2023 This Proxy is Solicited On Behalf Of The Board Of Directors Vote Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Please mark your votes like this X p FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED p THE BOARD OF DIRECTORS RECOMMENDS A |
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| November 24, 2023 |
Distribution Agreement between QT Imaging, Inc. and Freedom Ventures B.V., dated December 14, 2020. Exhibit 10.25 CONFIDENTIAL DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (the “Agreement”) is entered into as of November December 14, 2020 (the “Effective Date”) by and between QT Ultrasound LLC, a Delaware limited liability company (“QT”) and its Affiliates, and Freedom Ventures B.V, a Dutch limited liability company established and existing under the laws of the Netherlands (“Freedom Ventu |
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| November 24, 2023 |
Form of QT Imaging Holdings, Inc. Indemnification Agreement. Exhibit 10.26 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], by and between QT Imaging Holdings, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protec |
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| November 24, 2023 |
Consent of Zeev Weiner to be named as a director nominee of QT Imaging Holdings, Inc. Exhibit 99.5 Consent to be Named as a Director In connection with the filing by GigCapital5, Inc. (the “Company”) of the Registration Statement on Form S-4 (as it may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under t |
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| November 24, 2023 |
Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 10, 2023, is by and among QT Imaging, Inc., a Delaware corporation with offices located at 3 Hamilton Landing, Suite 160, Novato, CA 94949 (the “Company”), GigCapital5, Inc., a Delaware corporation (“SPAC”), and each of the investors listed on the Schedule of Buyers attached heret |
