--- 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" generated_at: "2026-06-05T04:06:22.605868+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # QT Imaging completes SPAC merger; trades as QTI; issues $11.5M convertible notes ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.03, 3.02, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-058805 - JSON: https://secwatch.observer/filing/0001193125-24-058805.json - Plain text: https://secwatch.observer/filing/0001193125-24-058805.txt ## Key facts - Debt Financings QT IMAGING HOLDINGS, INC. incurred convertible notes of $11,500,000 with Yorkville, Cable Car. - Instrument: convertible notes - Principal: $11,500,000 - Counterparty: Yorkville, Cable Car - Event: incurrence source text: 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_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524058805/0001193125-24-058805-index.htm - Material Agreements 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. - Action: entry - Counterparty: Dr. John Klock (Chief Executive Officer of QT Imaging) - Value: Lock-up on shares until earlier of (a) 6 months post-Closing, (b) $11.50 price trigger, or (c) certa source text: 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_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524058805/0001193125-24-058805-index.htm - Material Agreements 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,. - Action: entry - Counterparty: YA II PN, Ltd. (Yorkville) - Value: Promissory note issued with 6% original issue discount as consideration for Pre-Paid Advance of $10, source text: 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_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524058805/0001193125-24-058805-index.htm - Material Agreements 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). - Action: entry - Agreement: equity purchase - Counterparty: William Blair & Co., L.L.C. - Value: Issued 740,000 shares of Combined Company Common Stock - Effective: 2024-02-28 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524058805/0001193125-24-058805-index.htm - Material Agreements 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. - Action: entry - Counterparty: Registration Rights Holders (certain stockholders of the Combined Company which had been stockholders of QT Imaging) - Value: Registration rights agreement granting demand and piggy-back registration rights source text: 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_url: https://www.sec.gov/Archives/edgar/data/1844505/000119312524058805/0001193125-24-058805-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.