QT IMAGING HOLDINGS INC
For the period ended Dec 31, 2023. Filed Mar 25, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 25, 2024
QTI$2.26-1.3%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
Financial Statements: See “Item 8. Financial Statements and Supplementary Data” herein.
| (b) | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. |
| Exhibit No. | Description |
| 2.1†* | Business Combination Agreement, dated as of December 8, 2022, by and among GigCapital5, Inc., QTI Merger Sub, Inc. and QT Imaging, Inc. |
| 2.2* | First Amendment to Business Combination, dated May 5, 2023, by and among GigCapital5, Inc., QTI Merger Sub, Inc. and QT Imaging, Inc. |
| 2.3†* | Second Amendment to Business Combination Agreement, dated as of September 21, 2023, by and among GigCapital5, Inc., QTI Merger Sub, Inc. and QT Imaging, Inc. (incorporated by reference to Exhibit 10.1 to GigCapital5’s Current Report on Form 8-K filed with the SEC on September 21, 2023). |
| 2.4* | Third Amendment to Business Combination Agreement, dated as of November 10, 2023, by and among GigCapital5, Inc., QTI Merger Sub, Inc. and QT Imaging, Inc. (incorporated by reference to Exhibit 2.1 to GigCapital5’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023). |
| 2.5* | Fourth Amendment to Business Combination Agreement, dated November 22, 2023, by and among GigCapital5, Inc., QTI Merger Sub, Inc. and QT Imaging, Inc. |
| 2.6* | Fifth Amendment to Business Combination Agreement, dated February 2, 2024, by and among GigCapital5, Inc, QTI Merger Sub, Inc. and QT Imaging, Inc. (incorporated by reference to Exhibit 10.1 to GigCapital5’s Current Report on Form 8-K filed with the SEC on February 6, 2024) |
| 3.1* | Second Amended and Restated Certificate of Incorporation of QT Imaging Holdings, Inc. |
| 3.2* | Amended and Restated Bylaws of QT Imaging Holdings, Inc. |
| 4.1* | Warrant Agreement between Continental Stock Transfer & Trust Company and the Company |
| 10.1* | Insider Letter Agreement among the Company and the Founder |
| 10.2* | Insider Letter Agreement among the Company and its executive officers and directors |
| 10.3* | Registration Rights Agreement by and among the Company, the Founder and underwriters |
| 10.4* | Form of Indemnification Agreement |
| 10.5* | Strategic Services Agreement by and between the Company and Brad Weightman |
| 10.6†* | Stockholder Support Agreement, dated as of December 8, 2022, by and among GigCapital5, QT Imaging, Inc. and certain stockholders of QT Imaging, Inc. named in the Stockholder Support Agreement. |
| 10.7* | Administrative Services Agreement |
| 10.8* | Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company |
| 10.9* | Sponsor Support Agreement, dated as of December 8, 2022, by and among GigCapital5, GigAcquisitions5, LLC, and QT Imaging, Inc. |
| 10.10* | Twelfth Amended and Restated Promissory Note for Extension Payment |
| 10.11* | Eleventh Amended and Restated Promissory Note for Working Capital |
| 10.12* | Non-Convertible Working Capital Note |
| 10.13* | Stock Subscription Agreement, dated February 28, 2024, by and among GigCapital5, Inc., QT Imaging, Inc., and William Blair & Co., L.L.C. |
| 10.14* | Registration Rights Agreement, dated March 4, 2024, by and among GigCapital5, Inc. and certain stockholders |
| 10.15* | Lock-Up Agreement, dated March 4, 2024, by and among GigCapital5, Inc., QT Imaging, Inc. and Dr. John Klock |
| 10.16* | Promissory Note, dated March 4, 2024, issued by QT Imaging Holdings, Inc. to YA II PN, Ltd. |
| 10.17* | Note Purchase Agreement, dated February 29, 2024, by and between GigCapital5, Inc., QT Imaging, Inc. and Funicular Funds, LP |
| 10.18* | Form of Promissory Note by and between QT Imaging Holdings, Inc. and Funicular Funds, LP |
| 10.19* | Form of Guaranty by and between QT Imaging, Inc., QT Ultrasound Labs, Inc. and Funicular Funds, LP |
| 10.20†* | Form of Security Agreement by and between QT Imaging Holdings, Inc., QT Imaging, Inc., QT Ultrasound Labs, Inc. and Funicular Funds, LP |
| 10.21* | 2024 Equity Incentive Plan |
| 10.22* | Form of Restricted Stock Units Agreement |
| 10.23* | Form of Stock Option Agreement |
| 10.24* | Standby Equity Purchase Agreement, dated November 16, 2023 and effective as of November 15, 2023, by and between GigCapital5, Inc., QT Imaging, Inc., QT Imaging Holdings, Inc. and YA II PN, LTD. (incorporated by reference to Exhibit 10.1 to GigCapital5’s Current Report on Form 8-K filed with the SEC on November 22, 2023) |
| 10.25* | Registration Rights Agreement, dated November 16, 2023 and effective as of November 15, 2023, by and between GigCapital5, Inc. and YA II PN, LTD. (incorporated by reference to Exhibit 10.2 to GigCapital5’s Current Report on Form 8-K filed with the SEC on November 22, 2023) |
| 14* | Code of Business Conduct and Ethics |
| 21.1 | List of Subsidiaries of the Registrant |
| 24* | Power of Attorney (included on signature page to initial filing of this Registration Statement) |
| 31.1 | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1‡ | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2‡ | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Clawback Policy |
| 99.1 | Audit Committee Charter |
| 99.2 | Compensation Committee Charter |
| 99.3 | Nominating and Corporate Governance Committee Charter |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | The cover page for the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, has been formatted in Inline XBRL and contained in Exhibit 101 |
| * | Previously filed and incorporated herein by reference. |
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| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
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| ‡ | This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. |
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