QT IMAGING HOLDINGS, INC. — fact timeline

QT IMAGING HOLDINGS, INC. shareholders approved Amend charter to classify Board into three classes of directors with staggered three-year terms and make related changes.

“Proposal 2: The stockholders voted in favor of considering and voting upon a proposal to amend the Company’s current amended and restated certificate of incorporation (“Charter”) to provide for the classification of its Board into three classes of directors with staggered three-year terms of office and to make certain related changes: For Against Abstained 8,136,762 0 0”

QT IMAGING HOLDINGS, INC. shareholders approved Approval and adoption of Business Combination Agreement and transactions contemplated thereby, including merger and issuance of common stock.

“Proposal 1: The stockholders approved and adopted the Business Combination Agreement, dated as of December 8, 2022, as amended (the “Business Combination Agreement”), by and among the Company, QT Imaging, Inc. (“QT Imaging”), and QTI Merger Sub, Inc. (“Merger Sub”), and approved the transactions contemplated thereby (together, the “Business Combination”), including the merger of Merger Sub with and into QT Imaging, with QT Imaging surviving the merger, and the issuance of common stock of the Company to QT Imaging equity holders as merger consideration, by the votes set forth in the table below: For Against Abstained 8,136,762 0 0”

QT IMAGING HOLDINGS, INC. amended debt of $297,246.92 with GigAcquisitions5, LLC at no interest maturing upon the consummation of a business combination.

“On February 15, 2024, the Company amended and restated the Second Non-Convertible Working Capital Note (the “Third Non-Convertible Working Capital Note”) to reflect an additional principal amount of $35,000 extended by the Sponsor to the Company for a collective principal amount under the Third Non-Convertible Working Capital Note of $297,246.92.”

QT IMAGING HOLDINGS, INC. amended loan of additional principal amount of $195,886.92 with GigAcquisitions5, LLC at bears no interest maturing repayable in full upon the consummation of a business combination.

“On February 7, 2024, the Company amended and restated the First Non-Convertible Working Capital Note (the “Second Non-Convertible Working Capital Note”) to reflect an additional principal amount of $195,886.92 extended by the Sponsor to the Company for a collective principal amount under the Second Non-Convertible Working Capital Note of $262,246.92.”

QT IMAGING HOLDINGS, INC. entered into Fifth Amendment to Business Combination Agreement with GigCapital5, Inc. valued at amended definition of Aggregate Excess Company Transaction Expenses Shares (effective 2024-02-02).

“On February 2, 2024, GigCapital5 entered into that certain Fifth Amendment to Business Combination Agreement (the “ BCA Amendment ”), which amended the definition of “Aggregate Excess Company Transaction Expenses Shares” to mean solely a number of shares of GigCapital5 Common Stock equal to the quotient of (a) the amount of Company Transaction Expenses in excess of the Company Transaction Expenses Cap, if any, divided by (b) $10.00, and rounded up the nearest whole share.”

QT IMAGING HOLDINGS, INC.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to extend the business combination deadline from December 28, 2023 to March 31, 2024 (effective 2023-12-28).

“the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from December 28, 2023 up to March 31, 2024. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of December 28, 2023.”

QT IMAGING HOLDINGS, INC. shareholders approved Amendment to the Company's Investment Management Trust Agreement to extend the date by which the Company must consummate a business combination transaction from December 28, 2023 up to March 31, 2024, without any additional payment to the Trust Account at the 2023-12-28 meeting.

“Proposal 2: The stockholders approved an amendment to the Company’s Investment Management Trust Agreement to extend the date by which the Company must consummate a business combination transaction from December 28, 2023 up to March 31, 2024, without any additional payment to the Trust Account, by the votes set forth in the table below: For Against Abstained 6,855,222 0 0”

QT IMAGING HOLDINGS, INC. shareholders approved Amendment to the Company's Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from December 28, 2023 up to March 31, 2024 at the 2023-12-28 meeting.

“Proposal 1: The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from December 28, 2023 up to March 31, 2024, by the votes set forth in the table below: For Against Abstained 6,855,222 0 0”

QT IMAGING HOLDINGS, INC. entered into December 2023 Non-Redemption Agreement with Public Stockholders valued at Public Stockholders agreed not to redeem 1,359,229 shares; QT Imaging will issue QTI Shares calculat (effective 2023-12-19).

“On December 19, 2023, GigCapital5, Inc. (“ GigCapital5 ”) and QT Imaging, Inc. (“ QT Imaging ”) entered into separate agreements (each, a “ December 2023 Non-Redemption Agreement ”, and collectively, the “ December 2023 Non-Redemption Agreements ”) with certain of the public stockholders of GigCapital5 (each, individually, a “ Public Stockholder ”, and collectively, the “ Public Stockholders ”) eligible to redeem their respective shares of common stock of GigCapital5 (“ GigCapital5 Common Stock ”) at the upcoming special meeting of stockholders of GigCapital5 scheduled for December 28, 2023 (the “ December 2023 Meeting ”).”

QT IMAGING HOLDINGS, INC. incurred loan of $66,360 with GigAcquisitions5, LLC at no interest maturing upon the consummation of a business combination.

“On December 13, 2023, the Company issued an additional unsecured non-convertible promissory note to the Sponsor for a collective principal amount of $66,360 (the “Non-Convertible Working Capital Note”).”

QT IMAGING HOLDINGS, INC. incurred convertible notes of $1,500,000 with GigAcquisitions5, LLC at no interest maturing upon the consummation of a business combination.

“On December 13, 2023, the Company further amended and restated the Convertible Working Capital Note (the “Eleventh Restated Working Capital Note”) to reflect an additional principal amount of $53,640 extended by the Sponsor to the Company for a collective principal amount under the Eleventh Restated Working Capital Note of $1,500,000.”

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.

“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”

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).

“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 ”).”

QT IMAGING HOLDINGS, INC. amended convertible notes of $381,360 with GigAcquisitions5, LLC at no interest maturing upon the consummation of a business combination.

“On October 27, 2023, the Company further amended and restated the Working Capital Note (the “Tenth Restated Working Capital Note”) to reflect an additional principal amount of $381,360 extended by the Sponsor to the Company for a collective principal amount under the Tenth Restated Working Capital Note of $1,446,360.”

QT IMAGING HOLDINGS, INC.: Amended certificate of incorporation to extend the business combination deadline from September 28, 2023 to December 31, 2023 (effective 2023-09-28).

“At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from September 28, 2023 (the date which is 24 months from the closing date of the Company’s IPO) up to December 31, 2023. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of September 28, 2023.”

QT IMAGING HOLDINGS, INC. shareholders approved Amendment to Investment Management Trust Agreement to extend business combination deadline at the 2023-09-28 meeting.

“Proposal 2: The stockholders approved an amendment to the Company’s Investment Management Trust Agreement to extend the date by which the Company must consummate a business combination transaction from September 28, 2023 (the date which is 24 months from the closing date of the Company’s initial public offering of units) up to December 31, 2023, without any additional payment to the Trust Account, by the votes set forth in the table below: For Against Abstained 8,946,254 2,981 0”

QT IMAGING HOLDINGS, INC. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to extend business combination deadline at the 2023-09-28 meeting.

“Proposal 1: The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from September 28, 2023 (the date which is 24 months from the closing date of the Company’s IPO) up to December 31, 2023, by the votes set forth in the table below: For Against Abstained 8,946,254 2,981 0”

QT IMAGING HOLDINGS, INC. incurred debt of $100,000 additional principal, aggregate principal $1,560,000 with GigAcquisitions5, LLC at no interest maturing repayable in full upon consummation of a business combination.

“On August 28, 2023, the Company further amended and restated the Extension Note (the “Eleventh Restated Extension Note”) to reflect an additional principal amount of $100,000 extended by the Sponsor to the Company for a collective principal amount under the Eleventh Restated Extension Note of $1,560,000.”

QT IMAGING HOLDINGS, INC. amended convertible notes of $1,065,000 with GigAcquisitions5, LLC at no interest maturing upon the consummation of a business combination.

“On July 25, 2023, the Company further amended and restated the Working Capital Note (the “Ninth Restated Working Capital Note”) to reflect an additional principal amount of $65,000 extended by the Sponsor to the Company for a collective principal amount under the Ninth Restated Working Capital Note of $1,065,000.”

QT IMAGING HOLDINGS, INC. amended loan of $1,460,000 with GigAcquisitions5, LLC at no interest maturing upon the consummation of a business combination.

“On July 25, 2023, the Company further amended and restated the Extension Note (the “Tenth Restated Extension Note”) to reflect an additional principal amount of $100,000 extended by the Sponsor to the Company for a collective principal amount under the Tenth Restated Extension Note of $1,460,000.”

QT IMAGING HOLDINGS, INC. incurred convertible notes of $1,000,000 with GigAcquisitions5, LLC at no interest maturing upon the consummation of a business combination.

“On June 26, 2023, the Company further amended and restated the Working Capital Note (the “Eighth Restated Working Capital Note”) to reflect an additional principal amount of $130,000 extended by the Sponsor to the Company for a collective principal amount under the Eighth Restated Working Capital Note of $1,000,000.”

QT IMAGING HOLDINGS, INC. incurred debt of $1,360,000 with GigAcquisitions5, LLC at no interest maturing upon the consummation of a business combination.

“On June 26, 2023, the Company further amended and restated the Extension Note (the “Ninth Restated Extension Note”) to reflect an additional principal amount of $100,000 extended by the Sponsor to the Company for a collective principal amount under the Ninth Restated Extension Note of $1,360,000.”

QT IMAGING HOLDINGS, INC. amended debt of $1,260,000 with GigAcquisitions5, LLC at bears no interest maturing upon the consummation of a business combination.

“On May 25, 2023, the Company further amended and restated the Extension Note (the “Eighth Restated Extension Note”) to reflect an additional principal amount of $100,000 extended by the Sponsor to the Company for a collective principal amount under the Eighth Restated Extension Note of $1,260,000.”

QT IMAGING HOLDINGS, INC. incurred convertible notes of $870,000 with GigAcquisitions5, LLC at bear no interest maturing upon the consummation of a business combination.

“the Company further amended and restated the Working Capital Note (the “Seventh Restated Working Capital Note”) to reflect an additional principal amount of $65,000 extended by the Sponsor to the Company for a collective principal amount under the Seventh Restated Working Capital Note of $870,000.”

QT IMAGING HOLDINGS, INC. incurred debt of $1,160,000 with GigAcquisitions5, LLC at bear no interest maturing upon the consummation of a business combination.

“the Company further amended and restated the Extension Note (the “Seventh Restated Extension Note”) to reflect an additional principal amount of $100,000 extended by the Sponsor to the Company for a collective principal amount under the Seventh Restated Extension Note of $1,160,000.”

QT IMAGING HOLDINGS, INC. received a nyse delisting notice notice regarding market value (rules 802.01B).

“April 6, 2023, the New York Stock Exchange (the “ NYSE ”) announced that the staff of NYSE Regulation has determined to commence proceedings to delist the units, common stock and warrants of GigCapital5, Inc. (“GigCapital5”) from the NYSE pursuant to Section 802.01B of the NYSE’s Listed Company Manual. Following redemptions that occurred in March 2023, GigCapital5 had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day pe”

QT IMAGING HOLDINGS, INC.: Amendment to Amended and Restated Certificate of Incorporation extending the date by which the Company must consummate a business combination transaction from March 28, 2023 to September 28, 2023 on a monthly basis (effective 2023-03-28).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On March 28, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from March 28, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of units) on a monthly basis up to September 28, 2023. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of March 28, 2023.”

QT IMAGING HOLDINGS, INC. shareholders approved Amendment to Investment Management Trust Agreement to extend business combination deadline with deposit requirement at the 2023-03-28 meeting.

“Proposal 2: The stockholders approved an amendment to the Company’s Investment Management Trust Agreement to extend the date by which the Company must consummate a business combination transaction from March 28, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of units) on a monthly basis up to September 28, 2023, by depositing into the Trust Account for each one-month extension $100,000, by the votes set forth in the table below: For Against Abstained 9,334,432 34,602 0”

QT IMAGING HOLDINGS, INC. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to extend business combination deadline at the 2023-03-28 meeting.

“Proposal 1: The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination transaction from March 28, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of units) on a monthly basis up to September 28, 2023, by the votes set forth in the table below: For Against Abstained 9,334,432 34,602 0”

QT IMAGING HOLDINGS, INC. amended convertible notes of $805,000 with GigAcquisitions5, LLC at bear no interest maturing repayable in full upon the consummation of a business combination by the Company.

“On March 28, 2023, the Company further amended and restated the Working Capital Note (the “Sixth Restated Working Capital Note”) to reflect an additional principal amount of $130,000 extended by the Sponsor to the Company for a collective principal amount under the Sixth Restated Working Capital Note of $805,000.”

QT IMAGING HOLDINGS, INC. amended debt of $1,060,000 with GigAcquisitions5, LLC at bear no interest maturing repayable in full upon the consummation of a business combination by the Company.

“On March 28, 2023, the Company further amended and restated the Extension Note (the “Sixth Restated Extension Note”) to reflect an additional principal amount of $100,000 extended by the Sponsor to the Company for a collective principal amount under the Sixth Restated Extension Note of $1,060,000.”

QT IMAGING HOLDINGS, INC. amended IMTA Amendment with Continental Stock Transfer & Trust Company (effective 2023-03-28).

“On March 28, 2023, the Company’s stockholders approved an amendment (the “IMTA Amendment”) to the IMTA that extends the date by which the Company must consummate a business combination transaction from March 28, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering of units (the “IPO”)) on a monthly basis up to six (6) times until September 28, 2023 by depositing into the trust account (the “Trust Account”) $100,000 for each one-month extension, as described in the Definitive Proxy Statement on Form DEF 14A as filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 14, 2023 (the “Definitive Proxy Statement”). Following such approval by the Company’s stockholders, the Company and CST entered into the IMTA Amendment on March 28, 2023.”

QT IMAGING HOLDINGS, INC. amended debt of $675,000 with GigAcquisitions5, LLC at bear no interest maturing repayable in full upon the consummation of a business combination.

“On February 27, 2023, the Company further amended and restated the Working Capital Note (the “Fifth Restated Working Capital Note”) to reflect an additional principal amount of $350,000 extended by the Sponsor to the Company for a collective principal amount under the Fifth Restated Working Capital Note of $675,000.”

QT IMAGING HOLDINGS, INC. amended debt of $960,000 with GigAcquisitions5, LLC at bear no interest maturing repayable in full upon the consummation of a business combination.

“On February 27, 2023, the Company further amended and restated the Extension Note (the “Fifth Restated Extension Note”) to reflect an additional principal amount of $160,000 extended by the Sponsor to the Company for a collective principal amount under the Fifth Restated Extension Note of $960,000.”

Karen M. Rogge was appointed as Director at QT IMAGING HOLDINGS, INC..

“On February 7, 2023, the Board appointed Karen M. Rogge, as a new member of the Board and as a member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board, with such appointment to be effective immediately.”

Dr. Sharmila Makhija resigned as Director at QT IMAGING HOLDINGS, INC..

“On February 4, 2023, Dr. Sharmila Makhija, a member of the Board of Directors (the “Board”) of GigCapital5, Inc. (the “Company”) and member of the Audit Committee and the Nominating and Corporate Governance Committee of the Board and the chair of the Compensation Committee, resigned effective immediately.”

QT IMAGING HOLDINGS, INC. incurred debt of $325,000 with GigAcquisitions5, LLC at bear no interest.

“On January 25, 2023, the Company further amended and restated the Working Capital Note (the “Fourth Restated Working Capital Note”) to reflect an additional principal amount of $65,000 extended by the Sponsor to the Company for a collective principal amount under the Second Restated Working Capital Note of $325,000.”

QT IMAGING HOLDINGS, INC. incurred debt of $800,000 with GigAcquisitions5, LLC at bear no interest maturing repayable in full upon the consummation of a business combination.

“On January 25, 2023, the Company further amended and restated the Extension Note (the “Fourth Restated Extension Note”) to reflect an additional principal amount of $160,000 extended by the Sponsor to the Company for a collective principal amount under the Fourth Restated Extension Note of $800,000.”

QT IMAGING HOLDINGS, INC. amended convertible notes of $260,000 with GigAcquisitions5, LLC at no interest maturing upon the consummation of a business combination.

“On December 27, 2022, the Company further amended and restated the Working Capital Note (the “Third Restated Working Capital Note”) to reflect an additional principal amount of $65,000 extended by the Sponsor to the Company for a collective principal amount under the Second Restated Working Capital Note of $260,000.”

QT IMAGING HOLDINGS, INC. amended loan of $640,000 with GigAcquisitions5, LLC at no interest maturing upon the consummation of a business combination.

“On December 27, 2022, the Company further amended and restated the Extension Note (the “Third Restated Extension Note”) to reflect an additional principal amount of $160,000 extended by the Sponsor to the Company for a collective principal amount under the Third Restated Extension Note of $640,000.”

QT IMAGING HOLDINGS, INC. entered into Business Combination Agreement with GigCapital5, Inc., QTI Merger Sub, Inc., and QT Imaging, Inc. (effective 2022-12-08).

“On December 12, 2022, GigCapital5, Inc., a Delaware corporation (“ GigCapital5 ”), announced that it executed a Business Combination Agreement (the “ Business Combination Agreement ”), dated as of December 8, 2022, with QTI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of GigCapital5 (“ Merger Sub ”), and QT Imaging, Inc., a Delaware corporation (“ QT Imaging ”)”

QT IMAGING HOLDINGS, INC. amended convertible notes of additional principal amount of $65,000 with GigAcquisitions5, LLC at bear no interest maturing repayable in full upon the consummation of a business combination.

“On November 28, 2022, the Company further amended and restated the Working Capital Note (the “Second Restated Working Capital Note”) to reflect an additional principal amount of $65,000 extended by the Sponsor to the Company for a collective principal amount under the Second Restated Working Capital Note of $195,000.”

QT IMAGING HOLDINGS, INC. amended debt of additional principal amount of $160,000 with GigAcquisitions5, LLC at bear no interest maturing repayable in full upon the consummation of a business combination.

“On November 28, 2022, the Company further amended and restated the Extension Note (the “Second Restated Extension Note”) to reflect an additional principal amount of $160,000 extended by the Sponsor to the Company for a collective principal amount under the Second Restated Extension Note of $480,000.”

Sharmila Makhija was appointed as Director at QT IMAGING HOLDINGS, INC..

“On December 31, 2021, the Board appointed Sharmila Makhija, MD, MBA, as a new member of the Board and as a member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board, with such appointment to be effective immediately.”

Neil Miotto resigned as Director at QT IMAGING HOLDINGS, INC..

“On December 31, 2021, Neil Miotto, a member of the Board of Directors (the “Board”) of GigCapital5, Inc. (the “Company”) and member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board, resigned effective immediately.”