QT Imaging (QTIH) models impact of $18.2M placement, $5M buyback

Rhea-AI Filing Summary

QT Imaging Holdings, Inc. filed unaudited pro forma condensed consolidated financial information for the six months ended June 30, 2025. This pro forma presentation shows how the company’s balance sheet and results of operations would look if two previously disclosed financing transactions had occurred earlier in the year.

The first transaction is a private placement of securities under a Securities Purchase Agreement dated September 30, 2025, which generated aggregate gross proceeds of approximately $18,180,654.59 before expenses. The second is a Warrant Repurchase Agreement under which the company repurchased the Yorkville Warrant from YA II PN, Ltd. for $5,000,000. The pro forma information assumes the private placement occurred on January 1, 2025 and the warrant repurchase cash outflow occurred on February 26, 2025.

8-K Event Classification

3 items: 8.01, 9.01, 99.1

3 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Item 99.1 Item 99.1

Understanding 8-K Material Events →

false0001844505N/A00018445052025-10-062025-10-06

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) October 6, 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 October 6, 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 six months ended June 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 for aggregate gross proceeds to the Company of approximately $18,180,654.59, 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 Warrant Repurchase Agreement (the “Warrant Repurchase Agreement”), pursuant to which the Company repurchased on August 26, 2025 a warrant (the “Yorkville Warrant”) from YA II PN, Ltd. (“Yorkville”) at an aggregate price of $5,000,000, that the Company disclosed in a Current Report on Form 8-K filed on August 28, 2025 with the Securities and Exchange Commission (the “SEC”), as if the $5,000,000 had been paid on February 26, 2025, in lieu of issuing the Yorkville Warrant.

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 Six Months Ended June 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:

October 6, 2025

By:

/s/ Dr. Raluca Dinu

Name:

Dr. Raluca Dinu

Title:

Chief Executive Officer

FAQ

What did QT Imaging Holdings, Inc. (QTIH) file in this 8-K?

The company furnished an unaudited pro forma condensed consolidated balance sheet and statement of operations and comprehensive loss for the six months ended June 30, 2025, reflecting the impact of recent financing transactions as if they had occurred earlier in the period.

Which financing transaction is reflected in QT Imaging (QTIH)'s pro forma private placement?

The pro forma information reflects a Securities Purchase Agreement for a private placement of securities completed on September 30, 2025, providing aggregate gross proceeds of approximately $18,180,654.59 before offering expenses.

How does the warrant repurchase affect QT Imaging (QTIH)'s pro forma results?

The company entered into a Warrant Repurchase Agreement and repurchased the Yorkville Warrant from YA II PN, Ltd. for $5,000,000. The pro forma financials treat this as if the cash payment occurred on February 26, 2025 instead of issuing the warrant.

What period is covered by QT Imaging (QTIH)'s pro forma financial statements?

The unaudited pro forma condensed consolidated financial statements cover the six months ended June 30, 2025, adjusting that period’s balance sheet and results for the assumed timing of the financing transactions.

Are the pro forma financial statements for QT Imaging (QTIH) audited?

No. The company specifies that the pro forma condensed consolidated balance sheet and statement of operations and comprehensive loss are unaudited.

Where can investors find the detailed pro forma schedules for QT Imaging (QTIH)?

The detailed unaudited pro forma condensed consolidated balance sheet and statement of operations and comprehensive loss are included as Exhibit 99.1 to this report.