{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-058805","form_type":"8-K","ticker":"QTI","cik":"0001844505","company_name":"QT IMAGING HOLDINGS, INC.","filed_at":"2024-03-05T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.948617+00:00","generated_at":"2026-06-05T04:06:22.605868+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"QT Imaging completes SPAC merger; trades as QTI; issues $11.5M convertible notes","bullets":["Business combination with GigCapital5 closed on March 4, 2024; common stock begins trading on Nasdaq as QTI on March 5, 2024.","Issued $10M convertible promissory note to Yorkville (6% OID, convertible at lower of $4.61 or 95% of VWAP, floor price $2.00).","Issued $1.5M convertible note to Cable Car (no interest, due in 13 months, convertible at $2.00/share; 180,000 shares issued as fee).","Issued 740,000 shares to William Blair under Subscription Agreement for services; Lock-up imposed on CEO John Klock for 6 months.","GigAcquisitions5 converted $943,640 of Working Capital Note into 94,364 shares and 94,364 warrants; remaining $556,360 repaid."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-058805","json":"https://secwatch.observer/filing/0001193125-24-058805.json","markdown":"https://secwatch.observer/filing/0001193125-24-058805.md","text":"https://secwatch.observer/filing/0001193125-24-058805.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1844505/000119312524058805/0001193125-24-058805-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1844505/000119312524058805/d807607d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T04:06:22.605868+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9eed881d000c52bda5e85b928d670e971479e0da","claim":"QT IMAGING HOLDINGS, INC. incurred convertible notes of $11,500,000 with Yorkville, Cable Car.","evidence_excerpt":"In connection with the Closing, the Company issued $11,500,000 of convertible notes (the “ Convertible Notes ”) to Yorkville and Cable Car pursuant to the terms of the SEPA, the Yorkville Note, the Cable Car NPA, and the Cable Car Note.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1844505/000119312524058805/0001193125-24-058805-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$11,500,000"},{"label":"Counterparty","value":"Yorkville, Cable Car"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"1e30e5e32131e3a03bf8c96b0875e67eaefedb67","claim":"QT IMAGING HOLDINGS, INC. entered into Lock-Up Agreement with Dr. John Klock (Chief Executive Officer of QT Imaging) valued at Lock-up on shares until earlier of (a) 6 months post-Closing, (b) $11.50 price trigger, or (c) certa.","evidence_excerpt":"In connection with and as a condition to the closing of the Business Combination, GigCapital5, QT Imaging and the Chief Executive Officer of QT Imaging, Dr. John Klock, (the “ Lock-Up Holder ”) entered into a Lock-Up Agreement (the “ Lock-Up Agreement ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1844505/000119312524058805/0001193125-24-058805-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Dr. John Klock (Chief Executive Officer of QT Imaging)"},{"label":"Value","value":"Lock-up on shares until earlier of (a) 6 months post-Closing, (b) $11.50 price trigger, or (c) certa"}],"fact_type":"material_agreement"},{"claim_id":"8429a68cab1e2d74e327c7a9d124691191311087","claim":"QT IMAGING HOLDINGS, INC. entered into Yorkville Note with YA II PN, Ltd. (Yorkville) valued at Promissory note issued with 6% original issue discount as consideration for Pre-Paid Advance of $10,.","evidence_excerpt":"As consideration for the Pre-Paid Advance, in connection with the Closing, the Company issued to Yorkville a promissory note (the “ Yorkville Note ”), which was issued with a 6% original issue discount.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1844505/000119312524058805/0001193125-24-058805-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"YA II PN, Ltd. (Yorkville)"},{"label":"Value","value":"Promissory note issued with 6% original issue discount as consideration for Pre-Paid Advance of $10,"}],"fact_type":"material_agreement"},{"claim_id":"848adfc1678fdbf39222b5c3c8920f9f76bf2979","claim":"QT IMAGING HOLDINGS, INC. entered into William Blair Stock Subscription Agreement with William Blair & Co., L.L.C. valued at Issued 740,000 shares of Combined Company Common Stock (effective 2024-02-28).","evidence_excerpt":"On February 28, 2024, GigCapital5 and QT Imaging entered into a subscription agreement (the “ Subscription Agreement ”) with William Blair & Co., L.L.C. (“ William Blair ”) for the purchase of shares of common stock of QT Imaging.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1844505/000119312524058805/0001193125-24-058805-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"William Blair & Co., L.L.C."},{"label":"Value","value":"Issued 740,000 shares of Combined Company Common Stock"},{"label":"Effective","value":"2024-02-28"}],"fact_type":"material_agreement"},{"claim_id":"bc067e8ee26da9c4b31fd742620c4eb738712304","claim":"QT IMAGING HOLDINGS, INC. entered into Registration Rights Agreement with Registration Rights Holders (certain stockholders of the Combined Company which had been stockholders of QT Imaging) valued at Registration rights agreement granting demand and piggy-back registration rights.","evidence_excerpt":"In connection with the closing of the Business Combination, GigCapital5 and certain stockholders of the Combined Company which had been stockholders of QT Imaging (the “ Registration Rights Holders ”) entered into a Registration Rights Agreement (the “ Registration Rights Agreement ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1844505/000119312524058805/0001193125-24-058805-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Registration Rights Holders (certain stockholders of the Combined Company which had been stockholders of QT Imaging)"},{"label":"Value","value":"Registration rights agreement granting demand and piggy-back registration rights"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}