QT IMAGING HOLDINGS, INC. (QTI): debt financing — GigCapital5 enters $50M equity purchase agreement with Yorkville and $10M convertible note

QT IMAGING HOLDINGS, INC.

SEPA allows post-merger company to sell up to $50M common stock to YA II PN at 97% of VWAP.
Prepaid advance of $10M via convertible promissory note due 15 months, 6% interest, rising to 18% on default.
Note convertible at lower of 110% of initial VWAP or 95% of lowest 5-day VWAP, with floor price initially $2.00.
Registration rights agreement requires filing resale registration statement within 21 days of advance closing.
Arrangement contingent on closing of business combination with QT Imaging (merger renamed to QT Imaging Holdings).

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

QT IMAGING HOLDINGS, INC. incurred convertible notes of up to $10 million with YA II PN, Ltd. maturing due 15 months from the date of issuance.

Instrument: convertible notes
Principal: up to $10 million
Counterparty: YA II PN, Ltd.
Maturity: due 15 months from the date of issuance
Event: incurrence

Exact text from the filing

in exchange for a convertible promissory note in the form attached to the SEPA as Exhibit D thereto (the “ Promissory Note ”) with an aggregate principal amount of up to $10 million (the “ Pre-Paid Advance ”). The proceeds from the funding of the Pre-Paid Advance may not be used by QTI Holdings or QT Imaging to make any payments in respect of any notes to

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

QT IMAGING HOLDINGS, INC. entered into Standby Equity Purchase Agreement with YA II PN, Ltd. valued at up to $50 million in aggregate gross purchase price (effective 2023-11-16).

Action: entry
Agreement: equity purchase
Counterparty: YA II PN, Ltd.
Value: up to $50 million in aggregate gross purchase price
Effective: 2023-11-16

Exact text from the filing

On November 16, 2023, GigCapital5, Inc., a Delaware corporation (“ GigCapital5 ”), QT Imaging, Inc., a Delaware corporation (“ QT Imaging ”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (the “ Investor ”), entered into a Standby Equity Purchase Agreement (the “ SEPA ”).

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QT IMAGING HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001193125-23-282248

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