QT Imaging Holdings (QTIH) posts pro forma impact of $18.2M financing and $5.4M debt paydown

Rhea-AI Filing Summary

QT Imaging Holdings, Inc. filed an update providing unaudited pro forma financial information for the nine months ended September 30, 2025. The pro forma statements show how its balance sheet and results would look if a previously completed private placement and a subsequent debt repayment had occurred on January 1, 2025.

The company completed a private placement of securities on September 30, 2025, which closed on October 3, 2025, generating aggregate gross proceeds of about $18,180,655 before offering expenses. The pro forma information also reflects the October 6, 2025 repayment of $5.0 million of long-term debt, plus $360,477 of accrued interest and the Tranche B 2025 Premium, totaling $5,360,477 paid to Lynrock Lake Master Fund LP. These adjustments help illustrate the company’s capital structure and loss profile as if these financing actions had been in place for the full period.

Insights

Equity and credit structure analyst

QT Imaging’s pro forma update reflects a recent $18.2M raise and $5.4M debt paydown.

QT Imaging Holdings presents unaudited pro forma results that incorporate two completed financing steps. First, it closed a private placement of securities for aggregate gross proceeds of about $18,180,655, giving a clearer view of how additional equity capital would have affected its nine-month 2025 balance sheet and loss metrics if in place from January 1, 2025.

Second, the company repaid $5.0 million of long-term debt plus $360,477 of accrued interest and a Tranche B 2025 Premium, for a total of $5,360,477 to Lynrock Lake Master Fund LP under the amended credit agreement. This combination of new equity and debt reduction changes leverage and interest burden in the pro forma view, though the excerpt does not quantify resulting ratios or loss per share; those details appear in the attached pro forma financial statements.

false0001844505N/A00018445052025-12-112025-12-11

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, 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

Incorporation or Organization)

File Number)

Identification Number)

3 Hamilton Landing, Suite 160

Novato, CA 94949

(Address of principal executive offices, including Zip Code)

(650) 276-7040

(Registrant's telephone number, including area code)

________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

None

N/A

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01    Other Events

On December 11, 2025, QT Imaging Holdings, Inc. (the “Company”) furnished an unaudited pro forma condensed consolidated balance sheet and statement of operations and comprehensive loss as of and for the nine months ended December 30, 2025 (the “Pro Forma Financial Information”).

The Pro Forma Financial Information gives effect to the Securities Purchase Agreement, (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) of securities on September 30, 2025, which closed on October 3, 2025, for aggregate gross proceeds to the Company of approximately $18,180,655, before deducting the offering expenses payable by the Company, that the Company disclosed in a Current Report on Form 8-K filed on October 1, 2025 with the SEC, as if the Private Placement had occurred on January 1, 2025.

The Pro Forma Financial Information also gives effect to the repayment on October 6, 2025 of $5.0 million of long-term debt, as well as $360,477 of accrued interest and the Tranche B 2025 Premium, to Lynrock Lake Master Fund LP (“Lynrock Lake”) pursuant to the First Amendment to the Credit Agreement (the “Lynrock Amended Credit Agreement”), as if the $5,360,477 had been paid on January 1, 2025.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Item
99.1						QT Imaging Holdings, Inc. Unaudited Pro Forma Condensed Consolidated Balance Sheet and Statement of Operations and Comprehensive Loss as of and for the Nine Months Ended September 30, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:

December 11, 2025

By:

/s/ Dr. Raluca Dinu

Name:

Dr. Raluca Dinu

Title:

Chief Executive Officer

FAQ

What did QT Imaging Holdings (QTIH) announce in this 8-K?

The company furnished unaudited pro forma condensed consolidated financial statements for the nine months ended September 30, 2025, reflecting a recent private placement and a debt repayment as if they had occurred on January 1, 2025.

How much capital did QT Imaging Holdings (QTIH) raise in the private placement?

QT Imaging completed a private placement of securities that closed on October 3, 2025, generating aggregate gross proceeds of approximately $18,180,655 before deducting offering expenses.

What debt repayment is included in QT Imaging Holdings’ pro forma figures?

The pro forma information includes repayment on October 6, 2025 of $5.0 million of long-term debt, plus $360,477 of accrued interest and the Tranche B 2025 Premium, totaling $5,360,477 paid to Lynrock Lake Master Fund LP.

Why did QT Imaging Holdings (QTIH) provide pro forma financial information?

The pro forma financial information is provided to show how the company’s balance sheet and statement of operations and comprehensive loss for the nine months ended September 30, 2025 would have looked if the September 30, 2025 private placement and October 6, 2025 debt repayment had been effective from January 1, 2025.

Which periods do QT Imaging Holdings’ pro forma statements cover?

The unaudited pro forma condensed consolidated balance sheet and statement of operations and comprehensive loss are presented as of and for the nine months ended September 30, 2025, adjusted as if the financing events had occurred on January 1, 2025.

Who is the lender repaid in QT Imaging Holdings’ pro forma adjustment?

The repayment of long-term debt, accrued interest, and the Tranche B 2025 Premium was made to Lynrock Lake Master Fund LP under the Lynrock Amended Credit Agreement.