QT IMAGING HOLDINGS, INC. 8-K

What Happened QT Imaging Holdings, Inc. announced a private placement that closed on January 22, 2026. The company issued 24,107 shares of common stock and a warrant exercisable for an additional 48,214 shares (the January 2026 Warrant). The purchaser included Dr. Avi Katz, the company’s Board Chairman. The per-share purchase price and the warrant exercise price are $6.43 (110% of the 5‑day VWAP on Jan 22, 2026), and the aggregate gross proceeds were approximately $155,002. The company furnished unaudited pro forma financial information on January 23, 2026 to reflect the transaction.

Key Details

• Closing date: January 22, 2026; 8-K filed January 23, 2026.
• Securities issued: 24,107 common shares and a warrant for 48,214 shares.
• Price: $6.43 per share (purchase and warrant exercise price); total gross proceeds ≈ $155,002.
• Warrant terms: exercisable beginning 6 months after issuance, expires 10 years after issuance.
• Use of proceeds: working capital only; not for redemption of shares or to violate FCPA/OFAC rules.
• Registration rights: company must file a resale registration statement within 30 days and have it effective by 60 days (90 days if SEC full review); if resale is blocked for specified periods, company pays monthly liquidated damages equal to 0.5% of the purchaser’s subscription amount.
• Transaction governed by New York law; portions of the agreement are filed as Exhibits 10.1/10.2 and a pro forma exhibit (99.1).

Why It Matters This transaction provides QT Imaging with immediate working capital (~$155K) and gives the investor (including the chairman) long‑dated warrants that could dilute existing shareholders if exercised. The registration rights and potential liquidated damages protect the purchasers’ ability to resell shares, which may accelerate the company’s obligation to register the securities. For retail investors, the key points are the dilution potential (48,214 warrant shares outstanding if exercised) and the company’s stated use of funds for working capital rather than operations expansion or share repurchases.