QT IMAGING HOLDINGS, INC.

Previous wording

Consistent with our strategy, on May 31, 2023, we entered into a Sales Agent Agreement (the “NXC Sales Agent Agreement”) with NXC Imaging, Inc. (“NXC”) pursuant to which we appointed NXC as the non-exclusive agent for the sale of QT Imaging products and services in non-exclusive territories: the U.S., U.S. territories, and U.S. Department of Defense installations. Additionally, NXC was appointed as the exclusive servicer of QT Imaging products sold by NXC under the terms of the NXC Sales Agent Agreement. Effective June 10, 2024, the NXC Sales Agent Agreement was superseded by the NXC Distribution Agreement that was entered into with NXC on June 18, 2024. Under the NXC Distribution Agreement, NXC is appointed as the exclusive reseller to market, advertise, and resell QT Breast Scanners in the U.S. and U.S. territories. NXC will purchase for the purpose of reselling, leasing or renting QT Breast Scanners directly to its customers, but is not obligated to purchase any particular quantity of QT Breast Scanners from us. We have reserved the right to sell directly to customers as an exception. Furthermore, we may, in our sole discretion, sell the QT Breast Scanners to any other person or entity anywhere in the world without notice to NXC or NXC’s prior consent. NXC is also allowed to assign sales agents for the purpose of QT Breast Scanner sales. NXC’s purchases will be in accordance with an agreed upon product pricing schedule (subject to change upon 60 days’ prior written notice by us), provided that neither NXC nor its assigned sales agents may mark-up the cost of the QT Breast Scanners more than twenty percent (20%) unless otherwise mutually agreed to between NXC and us. Each order will include information reasonably requested by us and is subject to our acceptance, after which it becomes an approved order. Any such approved orders are non-cancellable and not subject to rescheduling after acceptance by us. Any orders not accepted by us in writing are deemed rejected. On December 11, 2024, we and NXC entered into the Amended Distribution Agreement, which amends and restates the NXC Distribution Agreement in its entirety, making some modifications to the NXC Distribution Agreement but retaining other terms. We further amended the Amended Distribution Agreement on March 28, 2025. The Amended Distribution Agreement has a term that runs until December 31, 2026, unless earlier terminated or extended by mutual written agreement. As of March 31, 2025, we have delivered fourteen QT Breast Scanners to NXC and NXC’s customers pursuant to the NXC Sales Agent Agreement and NXC Distribution Agreement.

Current wording

Consistent with our strategy, on May 31, 2023, we entered into a Sales Agent Agreement (the “NXC Sales Agent Agreement”) with NXC Imaging, Inc. (“NXC”) pursuant to which we appointed NXC as the non-exclusive agent for the sale of QT Imaging products and services in non-exclusive territories: the U.S., U.S. territories, and U.S. Department of Defense installations. Additionally, NXC was appointed as the exclusive servicer of QT Imaging products sold by NXC under the terms of the NXC Sales Agent Agreement. Effective June 10, 2024, the NXC Sales Agent Agreement was superseded by the NXC Distribution Agreement that was entered into with NXC on June 18, 2024. Under the NXC Distribution Agreement, NXC is appointed as the exclusive reseller to market, advertise, and resell QT Breast Scanners in the U.S. and U.S. territories. NXC will purchase for the purpose of reselling, leasing or renting QT Breast Scanners directly to its customers, but is not obligated to purchase any particular quantity of QT Breast Scanners from us. We have reserved the right to sell directly to customers as an exception. Furthermore, we may, in our sole discretion, sell the QT Breast Scanners to any other person or entity anywhere in the world without notice to NXC or NXC’s prior consent. NXC is also allowed to assign sales agents for the purpose of QT Breast Scanner sales. NXC’s purchases will be in accordance with an agreed upon product pricing schedule (subject to change upon 60 days’ prior written notice by us), provided that neither NXC nor its assigned sales agents may mark-up the cost of the QT Breast Scanners more than twenty percent (20%) unless otherwise mutually agreed to between NXC and us. Each order will include information reasonably requested by us and is subject to our acceptance, after which it becomes an approved order. Any such approved orders are non-cancellable and not subject to rescheduling after acceptance by us. Any orders not accepted by us in writing are deemed rejected. On December 11, 2024, we and NXC entered into the Amended Distribution Agreement, which amends and restates the NXC Distribution Agreement in its entirety, making some modifications to the NXC Distribution Agreement but retaining other terms. We further amended the Amended Distribution Agreement on March 28, 2025. The Amended Distribution Agreement has a term that runs until December 31, 2026, unless earlier terminated or extended by mutual written agreement. As of June 30, 2025, we have delivered twenty-two QT Breast Scanners to NXC and NXC’s customers pursuant to the NXC Sales Agent Agreement and NXC Distribution Agreement.

Previous wording

We have incurred net operating losses and negative cash flows from operations since our inception and had an accumulated deficit of $43,076,527 as of March 31, 2025. During the three months ended March 31, 2025, we incurred a net loss of $11,136,000 and used $3,536,799 of cash in operating activities. We continue to incur losses, and our ability to achieve and sustain profitability will depend on the achievement of sufficient revenues to support our cost structure. We may never achieve profitability and, unless and until we do, we will need to continue to raise additional capital.

Current wording

We have incurred net operating losses and negative cash flows from operations since our inception and had an accumulated deficit of $47,078,042 as of June 30, 2025. During the six months ended June 30, 2025, we incurred a net loss of $15,137,515 and used $4,978,822 of cash in operating activities. We continue to incur losses, and our ability to achieve and sustain profitability will depend on the achievement of sufficient revenues to support our cost structure. We may never achieve profitability and, unless and until we do, we will need to continue to raise additional capital.

Previous wording

On April 9, 2025, we and certain related parties entered into the Securities Purchase Agreement for the issuance of shares of common stock plus warrants for the purchase of common stock with an aggregate purchase price of $500,000 in exchange for 784,929 shares of common stock at an issuance price of $0.637 per share and warrants to purchase 1,569,858 shares of common stock with an exercise price of $0.72 per share.

Current wording

On April 9, 2025, we and certain related parties entered into a Securities Purchase Agreement for the issuance of shares of common stock plus warrants for the purchase of common stock with an aggregate purchase price of $500,000 in exchange for 784,929 shares of common stock at an issuance price of $0.637 per share and warrants to purchase 1,569,858 shares of common stock with an exercise price of $0.72 per share.

Previous wording

Revenue increased by $1,436,252 to $2,798,415 for the three months ended March 31, 2025 from $1,362,163 for the three months ended March 31, 2024. The increase in revenue was primarily attributable to the sale of six QT Breast Scanners in the first quarter of 2025 as compared with three scanners sold in the first quarter of 2024 due to the minimum order quantities (“MOQs”) in accordance with the amended NXC Distribution Agreement, which was executed during the fourth quarter of 2024.

Current wording

Revenue increased by $1,945,379 to $3,659,414 for the three months ended June 30, 2025 from $1,714,035 for the three months ended June 30, 2024. The increase in revenue was primarily attributable to the sale of eight QT Breast Scanners in the second quarter of 2025 as compared with four scanners sold in the second quarter of 2024 due to the minimum order quantities (“MOQs”) in accordance with the amended NXC Distribution Agreement, which was executed during the fourth quarter of 2024.

Previous wording

Cost of revenue increased by $384,470 to $986,553 for the three months ended March 31, 2025 from $602,083 for the three months ended March 31, 2024. The increase in cost of revenue was primarily attributable to the sale of six QT Breast Scanners in the first quarter of 2025 as compared with three scanners sold in the first quarter of 2024. Gross margin increased in the three months ended March 31, 2025, as compared to the same period in 2024, due to variability in weighted average costs of inventory.

Current wording

Cost of revenue increased by $992,853 to $1,832,337 for the three months ended June 30, 2025 from $839,484 for the three months ended June 30, 2024. The increase in cost of revenue was primarily attributable to the sale of eight QT Breast Scanners in the second quarter of 2025 as compared with four scanners sold in the second quarter of 2024. Gross margin slightly declined in the three months ended June 30, 2025, as compared to the same period in 2024, due to variability in the weighted average costs of inventory.

Previous wording

Selling, general and administrative expenses decreased by $3,694,870 to $2,001,341 for the three months ended March 31, 2025 from $5,696,211 for the three months ended March 31, 2024. This change was primarily attributable to decrease in transaction expenses of $3,944,924 and professional and outside services costs of $299,972, and an increase in the allocation of $249,585 from selling, general and administrative expenses to cost of revenue, which was partially offset by increases in employee compensation cost of $614,359, insurance cost of $102,250, and information technology cost of $64,759.

Current wording

Selling, general and administrative expenses decreased by $200,179 to $1,969,362 for the three months ended June 30, 2025 from $2,169,541 for the three months ended June 30, 2024. This change was primarily attributable to decreases in professional and outside services costs of $198,188 and insurance cost of $145,857 and an increase in allocation expenses of $420,310 from selling, general and administrative expenses to cost of revenue, which was partially offset by increases in employee compensation cost of $400,290, and general business expenses of $146,088.

Previous wording

Change in fair value of warrant liability decreased by $681,606 to $704,729 during the three months ended March 31, 2025 from $23,123 during the three months ended March 31, 2024. The change in fair value of warrants during the first quarter of 2025 was primarily attributable to the Lynrock Lake Warrant and Yorkville Warrant, which were issued in the first quarter of 2025.

Current wording

Change in fair value of warrant liability decreased by $3,010,292 to an expense of $2,796,350 during the three months ended June 30, 2025 from income of $213,942 during the three months ended June 30, 2024. The change in fair value of warrants during the second quarter of 2025 was primarily attributable to increases in the market value of the Lynrock Lake Warrant and Yorkville Warrant, which were issued in the first quarter of 2025 and subsequently revalued on June 11, 2025 upon modification.

Previous wording

Change in the fair value of derivative liability decreased by $2,881,800 to $101,300 during the three months ended March 31, 2025 from $2,983,100 during the three months ended March 31, 2024. The change in fair value of derivatives during the first quarter of 2024 was primarily driven by the decline in the value of our common stock. The derivative liability was extinguished during the three months ended March 31, 2025 as a result of the Termination Agreement with Yorkville.

Current wording

Change in the fair value of derivative liability decreased by $1,729,700 to $0 during the three months ended June 30, 2025 from $1,729,700 during the three months ended June 30, 2024. The change in fair value of derivatives during the first quarter of 2024 was primarily driven by the decline in the value of our common stock. The derivative liability was extinguished on February 26, 2025 as a result of the Termination Agreement with Yorkville.

Previous wording

Research and development expenses increased by $209,706 to $852,252 for the three months ended March 31, 2025 from $642,546 for the three months ended March 31, 2024. The increase in research and development expenses was primarily attributable to an increase in employee compensation costs of $236,029.

Current wording

Research and development expenses increased by $185,318 to $1,752,946 for the six months ended June 30, 2025 from $1,567,628 for the six months ended June 30, 2024. The increase in research and development expenses was primarily attributable to employee compensation cost of $236,432, which was partially offset by decrease in patents amortization cost of $90,139.

Previous wording

Other expense, net increased by $8,728,522 to $8,749,453 for the three months ended March 31, 2025 from $20,931 for the three months ended March 31, 2024. This increase was primarily due to the extinguishment loss of $2,033,666 for the Yorkville Note and Cable Car Note, $6,640,384 of non-cash expense incurred at issuance of the Lynrock Lake Term Loan, and $90,000 from the Extension Fee for the Cable Car Note.

Current wording

Other expense, net increased by $8,531,630 to $8,739,955 for the six months ended June 30, 2025 from $208,325 for the six months ended June 30, 2024. This increase was primarily due to the extinguishment loss of $2,033,666 for the Yorkville Note and Cable Car Note, $6,640,384 of non-cash expense incurred at issuance of the Lynrock Lake Term Loan, and $90,000 from the Extension Fee for the Cable Car Note during the six months ended June 2025, which was partially offset by the modification expense of $200,513 related to the decrease in exercise price of our private placement warrants and working capital note warrants during the six months ended June 2024.

Previous wording

Change in the fair value of earnout liability decreased by $2,660,000 to an expense of $50,000 during the three months ended March 31, 2025 from income of $2,610,000 during the three months ended March 31, 2024. The change in fair value of earnout liability during the first quarter of 2024 was primarily driven by the decline in the value of our common stock and changes to the probability of outcome related to a formal FDA clearance for a new indication for the use of our breast scanning systems and our open angle scanner.

Current wording

Change in the fair value of earnout liability decreased by $2,760,000 to $160,000 during the six months ended June 30, 2025 from $2,920,000 during the six months ended June 30, 2024. The change in fair value of earnout liability during the first six months of 2024 and 2025 was primarily driven by the decline in the value of our common stock and changes to the probability of outcome related to a formal FDA clearance for a new indication for the use of our breast scanning systems and our open angle scanner and our revenue assumptions.

Previous wording

Interest expense, net increased by $92,428 to $691,387 for the three months ended March 31, 2025 from $598,959 for the three months ended March 31, 2024. This change is primarily driven by the increase in interest expense and amortization of debt discount of $93,280 for the Lynrock Lake Term Loan and $285,961 for the Yorkville Note, which was partially offset by decreases in interest expense and amortization of discount of $221,857 for the private secured convertible bridge financing closed in November 2023 (the “Bridge Loan”) and $52,498 for theconvertible promissory note agreement with USCG (the “Convertible Notes Payable”) issued in June 2021.

Current wording

Interest expense, net decreased by $623,720 to $1,070,289 for the six months ended June 30, 2025 from $1,694,009 for the six months ended June 30, 2024. This change is primarily driven by decreases in interest expense and amortization of the debt discount of $658,341 for the Yorkville Note, $221,857 for the private secured convertible bridge financing closed in November 2023 (the “Bridge Loan”), $52,498 for the convertible promissory note agreement with USCG (the “Convertible Notes Payable”) issued in June 2021, $89,354 for the Cable Car loan, which was partially offset by an increase in interest expense and amortization of the debt discount of $421,830 for the Lynrock Lake Term Loan.

Previous wording

Since our inception, we have incurred significant operating losses and negative cash flows. As of March 31, 2025 and December 31, 2024, we had an accumulated deficit of $43,076,527 and $31,940,527, respectively. As of March 31, 2025 and December 31, 2024, we had cash and restricted cash and cash equivalents of $3,007,503 and $1,192,104, respectively. Our primary uses of cash are for general working capital requirements, and capital expenditures. Cash flows from operations have been historically negative as we invested in product development, clinical trials, and manufacturing. We expect to be cash flow negative for the foreseeable future, although we may have quarterly results where cash flows from operations are positive.

Current wording

Since our inception, we have incurred significant operating losses and negative cash flows. As of June 30, 2025 and December 31, 2024, we had an accumulated deficit of $47,078,042 and $31,940,527, respectively. As of June 30, 2025 and December 31, 2024, we had cash and restricted cash and cash equivalents of $2,042,180 and $1,192,104, respectively. Our primary uses of cash are for general working capital requirements, and capital expenditures. Cash flows from operations have been historically negative as we invested in product development, clinical trials, and manufacturing. We expect to be cash flow negative for the foreseeable future, although we may have quarterly results where cash flows from operations are positive.

Previous wording

We and NXC entered into Amended Distribution Agreement, as amended on March 28, 2025, which provides us with MOQs that could result in cash inflows of up to $18.0 million in 2025 and $27.0 million in 2026. Our Canon Manufacturing Agreement with CMSC provides us the ability to scale manufacturing with favorable payment terms of net 90 days to support the delivery of MOQs under the Amended Distribution Agreement. On February 26, 2025, we entered into the Credit Agreement that provides the Lynrock Lake Term Loan with Lynrock Lake for a term loan in the aggregate principal amount of $10.1 million and repaid the secured Cable Car Note, and fully settled its obligations under the Yorkville Note and terminated the Yorkville SEPA by paying $3.0 million in cash and issuing a 5-year warrant for 15 million shares. Net of these payments, we had $5.4 million of net proceeds for working capital purposes. On April 24, 2025, we received an additional $500,000 from related persons in exchange for the issuance of shares of common stock plus warrants for the purchase of common stock in another Private Investment in Public Entity (“PIPE”) for working capital purposes. On May 12, 2025, we entered into a subscription agreement for another PIPE investment in an amount of approximately $200,000 that is expected to be closed no later than May 19, 2025, pursuant to which we will issue shares of common stock plus warrants for the purchase of common stock. The proceeds of this PIPE investment will be used for working capital purposes. We believe that the cash received for the Lynrock Lake Term Loan and from the related persons in the April 2025 and May 2025 PIPE investments, and the additional revenue anticipated from MOQs per the Amended Distribution Agreement will be sufficient to fund our current operating plan for at least the next 12 months.

Current wording

90 days to support the delivery of MOQs under the Amended Distribution Agreement. On February 26, 2025, we entered into the Credit Agreement that provides the Lynrock Lake Term Loan with Lynrock Lake for a term loan in the aggregate principal amount of $10.1 million and repaid the secured Cable Car Note, and fully settled its obligations under the Yorkville Note and terminated the Yorkville SEPA by paying $3.0 million in cash and issuing a 5-year warrant for 15 million shares. Net of these payments, we had $5.4 million of net proceeds for working capital purposes. On April 24, 2025, we received an additional $500,000 from related persons in exchange for the issuance of shares of common stock plus warrants for the purchase of common stock in another Private Investment in Public Entity (“PIPE”) for working capital purposes. On May 12, 2025, we entered into a subscription agreement for another PIPE investment in an amount of approximately $200,000 that closed on May 12, 2025, pursuant to which we will issue shares of common stock plus warrants for the purchase of common stock. The proceeds of this PIPE investment will be used for working capital purposes. We believe that the cash received for the Lynrock Lake Term Loan and from the related persons in the April 2025 and May 2025 PIPE investments, and the additional revenue anticipated from MOQs per the Amended Distribution Agreement will be sufficient to fund our current operating plan for at least the next 12 months.

Previous wording

Upon issuance of the Lynrock Lake Term Loan, we recorded a loss of $6,640,384, including debt issuance costs of $244,300, in other expense, net within the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025.

Current wording

Upon issuance of the Lynrock Lake Term Loan, we recorded a loss of $6,640,384, including debt issuance costs of $244,300, in other income (expense), net within the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025.

Previous wording

As of March 31, 2025, the outstanding amount of the Lynrock Lake Term Loan was $697 net of the unamortized debt discount of $10,099,303, and accrued interest of $92,583.

Current wording

As of June 30, 2025, the outstanding amount of the Lynrock Lake Term Loan was $71,601 net of the unamortized debt discount of $10,028,399, and accrued interest of $350,229.

Previous wording

In July 2020, we issued three convertible notes to three of its stockholders for advances up to $3,500,000 in principal (the “2020 Notes”) and bearing annual interest of 5% on any amounts drawn. An additional note was issued in March 2022 as part of the 2020 Notes, but with an annual interest rate of 8%. All principal and interest payments are due on or before July 1, 2025. The 2020 Notes are convertible, at the holder’s option, into shares of common stock at the lower of $14.59 per share or the offering price in a financing of at least $5,000,000 in equity from unaffiliated parties. As of March 31, 2025, an aggregate of 256,109 shares of common stock would be issued if the entire principal and interest under the 2020 Notes was converted. In connection with the issuance of the Lynrock Lake Term Loan, on February 26, 2025, the maturity date on the these convertible notes was extended to October 21, 2027.

Current wording

In July 2020, we issued three convertible notes to three of its stockholders for advances up to $3,500,000 in principal (the “2020 Notes”) and bearing annual interest of 5% on any amounts drawn. An additional note was issued in March 2022 as part of the 2020 Notes, but with an annual interest rate of 8%. All principal and interest payments are due on or before July 1, 2025. The 2020 Notes are convertible, at the holder’s option, into shares of common stock at the lower of $14.59 per share or the offering price in a financing of at least $5,000,000 in equity from unaffiliated parties. As of June 30, 2025, an aggregate of 259,052 shares of common stock would be issued if the entire principal and interest under the 2020 Notes was converted. In connection with the issuance of the Lynrock Lake Term Loan, on February 26, 2025, the maturity date on the these convertible notes was extended to October 21, 2027.

Previous wording

As of March 31, 2025 and December 31, 2024, the outstanding amount of the 2020 Notes was $3,143,725 and accrued interest of $592,887 and $550,430, respectively.

Current wording

As of June 30, 2025 and December 31, 2024, the outstanding amount of the 2020 Notes was $3,143,725 and accrued interest of $635,815 and $550,430, respectively.

Previous wording

On May 3, 2023, we issued a promissory note (the “Working Capital Note”) to a stockholder for a principal amount of $250,000. The Working Capital Note was subsequently amended and restated six times on June 12, 2023 to add an additional principal amount of $100,000, August 15, 2023 to add an additional principal amount of $75,000, August 29, 2023 to add an additional principal amount of $100,000, September 12, 2023 to add an additional principal amount of $75,000, September 15, 2023 to add an additional principal amount of $50,000, and October 26, 2023 to add an additional principal amount of $55,000, for an aggregate principal amount outstanding as of December 31, 2023 under the Working Capital Note of $705,000. The Working Capital Note was issued to provide us with additional working capital during the period prior to consummation of the Business Combination Agreement with GigCapital5. The Working Capital Note is interest-free and originally matured on the earlier of (i) the date on which we consummated the Business Combination with GigCapital5, Inc.; (ii) the date we wind up; or (iii) December 31, 2023. On March 4, 2024, the Working Capital Note was agreed to be amended and subordinated pursuant to and in accordance with the terms of the Business Combination Agreement. Effective on the closing of the Business Combination, the Working Capital Note cannot be repaid prior to the repayment or conversion of the Yorkville Note issued to Yorkville. In connection with the issuance of the Lynrock Lake Term Loan, on February 26, 2025, the maturity date on the Working Capital Note was extended to October 1, 2027.

Current wording

On May 3, 2023, we issued a promissory note (the “Working Capital Note”) to a stockholder for a principal amount of $250,000. The Working Capital Note was subsequently amended and restated six times on June 12, 2023 to add an additional principal amount of $100,000, August 15, 2023 to add an additional principal amount of $75,000, August 29, 2023 to add an additional principal amount of $100,000, September 12, 2023 to add an additional principal amount of $75,000, September 15, 2023 to add an additional principal amount of $50,000, and October 26, 2023 to add an additional principal amount of $55,000, for an aggregate principal amount outstanding as of December 31, 2023 under the Working Capital Note of $705,000. The Working Capital Note was issued to provide us with additional working capital during the period prior to consummation of the Business Combination Agreement with GigCapital5. The Working Capital Note is interest-free and originally matured on the earlier of (i) the date on which we consummated the Business Combination with GigCapital5, Inc.; (ii) the date we wind up; or (iii) December 31, 2023. On March 4, 2024, the Working Capital Note was agreed to be amended and subordinated pursuant to and in accordance with the terms of the Business Combination Agreement. Effective on the closing of the Business Combination, the Working Capital Note cannot be repaid prior to the repayment or conversion of the Yorkville Note issued to Yorkville. In connection with the issuance of the Lynrock Lake Term Loan, on February 26, 2025, the maturity date on the Working Capital Note was extended to October 1, 2027. As of June 30, 2025 and December 31, 2024, the outstanding balance of the Working Capital Note was $705,000.

Previous wording

Net cash used in operating activities was $3,536,799 for the three months ended March 31, 2025 as compared to $5,975,515 for the three months ended March 31, 2024. The primary use of our cash was to fund research and development and general and administrative expenses. Net cash used for the three months ended March 31, 2025 consisted of a net loss of $11,136,000, adjusted for non-cash expenses primarily including depreciation and amortization of $37,630, stock-based compensation of $100,716, loss on issuance of the Lynrock Lake Term Loan of $6,640,384, debt extinguishment loss of $2,033,666, debt modification expense of $90,000, non-cash interest of $476,916, increase in fair value of warrant liability of $704,729, decrease in fair value of derivative liability of $101,300, increase in fair value of earnout liability of $50,000, and the net change in operating assets and liabilities of $2,424,763. The net change in operating assets and liabilities was primarily due an increase accounts receivable of $2,715,285 and an increase in prepaid expenses and other current assets of $635,266, partially offset by an increase in accounts payable of $60,685, an increase in accrued expenses and other current liabilities of $466,467, a decrease in inventory of $268,318 and an increase in other current liabilities of $135,040.

Current wording

Net cash used in operating activities was $4,978,822 for the six months ended June 30, 2025 as compared to $6,955,081 for the six months ended June 30, 2024. The primary use of our cash was to fund research and development and general and administrative expenses. Net cash used for the six months ended June 30, 2025 consisted of a net loss of $15,137,515, adjusted for non-cash expenses primarily including depreciation and amortization of $75,924, stock-based compensation of $319,926, loss on issuance of the Lynrock Lake Term Loan of $6,640,384, debt extinguishment loss of $2,033,666, debt modification expense of $90,000, non-cash interest of $547,820, non-cash operating lease income of $18,725, increase in fair value of warrant liability of $3,501,079, decrease in fair value of derivative liability of $101,300, decrease in fair value of earnout liability of $160,000, and the net change in operating assets and liabilities of $2,770,081. The net change in operating assets and liabilities was primarily due an increase in accounts receivable of $3,584,191, an increase in prepaid expenses and other current assets of $1,226,752, and an increase in inventory of $90,379, partially offset primarily by an increase in accrued expenses and other current liabilities of $938,963, an increase in accounts payable of $771,743, and an increase in other liabilities of $435,614.

Previous wording

Net cash used for the three months ended March 31, 2024 consisted of a net loss of $628,590, adjusted for non-cash expenses including depreciation and amortization of $98,873, stock-based compensation of $38,984, fair value of common stock issued in exchange for services and in connection with non-redemption agreements of $3,714,694, issuance of common stock in connection with a stock subscription agreement of $206,000, non-cash interest of $298,605, non-cash operating lease expense of $5,369, increase in fair value of warrant liability of $23,123, decrease in fair value of derivative liability of $2,983,100, decrease in fair value of earnout liability of $2,610,000, and the net change in operating assets and liabilities of $4,130,025. The net change in operating assets and liabilities was primarily due an increase accounts receivable of $482,357, an increase in prepaid expenses and other current assets of $879,508, a decrease in accounts payable of $2,118,345, a decrease in accrued expenses and other current liabilities of $1,319,572, and a decrease of deferred revenue of $3,968, partially offset by a decrease in inventory of $586,413 and increase in other liabilities of $87,312.

Current wording

Net cash used for the six months ended June 30, 2024 consisted of a net loss of $1,877,464, adjusted for non-cash expenses including depreciation and amortization of $184,775, stock-based compensation of $38,984, warrant modification expense of $200,513, fair value of common stock issued in exchange for services and in connection with non-redemption agreements of $3,718,349, issuance of common stock in connection with a stock subscription agreement of $206,000, non-cash interest of $1,200,670, non-cash operating lease expense of $11,876, decrease in fair value of warrant liability of $190,819, decrease in fair value of derivative liability of $4,712,800, decrease in fair value of earnout liability of $2,920,000, and the net change in operating assets and liabilities of $2,792,703. The net change in operating assets and liabilities was primarily due an increase accounts receivable of $669,138, an increase in prepaid expenses and other current assets of $553,691, a decrease in accounts payable of $2,280,535, a decrease in other liabilities of $377,772, and a decrease in deferred revenue of $315,873, partially offset by a decrease in inventory of $1,352,734, and an increase in accrued expenses and other liabilities of $51,572.

Previous wording

During the three months ended March 31, 2025, net cash provided by financing activities was $5,352,198, primarily due to $10,000,000 of net proceeds received from issuance of long-term debt related to the Lynrock Lake Term Loan, partially offset bythe repayment of long-term debt of $4,647,802 related to the Yorkville Note, Cable Car Note, and the loans from US Bank (the “PPP Loans”).

Current wording

During the six months ended June 30, 2025, net cash provided by financing activities was $5,875,716, primarily due to $10,000,000 of net proceeds received from issuance of long-term debt related to the Lynrock Lake Term Loan and proceeds from the sale of common stock and warrants of $700,000, partially offset by the repayment of long-term debt of

Previous wording

During the three months ended March 31, 2024, net cash provided by financing activities was $11,431,060, primarily due to $10,525,000 of net proceeds received from issuance of long-term debt related to the Yorkville Pre-Paid Advance and the Cable Car Note, net proceeds of $1,238,530 received from the business combination of QT Imaging and GigCapital5 (the “Merger”), and cash proceeds of $500,000 received from issuance of common stock pursuant to a subscription agreement, partially offset by repayment of the Bridge Loan of $800,000, and repayments against the PPP Loans of $32,470.

Current wording

During the six months ended June 30, 2024, net cash provided by financing activities was $11,398,512, primarily due to $10,525,000 of net proceeds received from issuance of long-term debt related to the Yorkville Pre-Paid Advance and the Cable Car Note, net proceeds of $1,238,530 received from the business combination of QT Imaging and GigCapital5 (the “Merger”), and cash proceeds of $500,000 received from issuance of common stock pursuant to a subscription agreement, partially offset by repayment of the Bridge Loan of $800,000, and repayments against the PPP Loans of $65,018.