Financial Performance - The company has incurred a net loss of $4,298,590 and used $5,975,515 in cash for operating activities during the three months ended March 31, 2024, with an accumulated deficit of $22,068,735 as of the same date [174]. - Revenue increased to $1,362,163 for Q1 2024, up from $7,564 in Q1 2023, primarily due to the sale of three QT Breast Scanners [212]. - Cost of revenue rose to $602,083 in Q1 2024, compared to $46,577 in Q1 2023, driven by the sale of the QT Breast Scanners [213]. - Net loss for Q1 2024 was $4,298,590, compared to a net loss of $1,882,947 in Q1 2023, reflecting a 128% increase in losses [211]. - As of March 31, 2024, the accumulated deficit was $22,068,735, up from $17,770,145 as of December 31, 2023 [222]. - The company expects to remain cash flow negative for the foreseeable future, despite potential positive quarterly cash flows [222]. - Net cash used in operating activities for the three months ended March 31, 2024 was $5,975,515, significantly higher than $992,716 for the same period in 2023 [240][241]. - Net cash provided by financing activities for the three months ended March 31, 2024 was $11,431,060, primarily due to $10,525,000 from long-term debt issuance and $1,238,530 from the Merger [240][244]. Funding and Capital Structure - The company received nearly $18 million in financial support from the U.S. National Institutes of Health to develop a novel body imaging technology [167]. - The company raised $1,000,000 through a private secured convertible bridge financing, with four of five investors opting for cash repayment totaling $960,000 [178]. - QTI Holdings entered into a Standby Equity Purchase Agreement allowing the sale of up to $50.0 million of common stock over 36 months post-Business Combination [182]. - A pre-paid advance of $9,025,000 was received from Yorkville, accruing interest at 6% annually, convertible into common stock [182]. - A Pre-Paid Advance of $10,000,000 was received from Yorkville in March 2024, with an annual interest rate of 6% [232]. - The company anticipates that additional financing may be required in the future, which could involve restrictive covenants and potential dilution for existing shareholders [224]. - The company has an outstanding balance of $1,560,000 on the Extension Note, which does not bear interest and cannot be repaid prior to the repayment of the Pre-Paid Advance from Yorkville [239]. - As of March 31, 2024, the outstanding amount of the 2020 Notes was $3,143,725 with accrued interest of $420,700 [237]. Research and Development - Research and development expenses are expected to increase substantially as the company invests in the QT Breast Scanner and a full-body scanner for orthopedic and pediatric use [205]. - Research and development expenses increased by 52% to $642,546 in Q1 2024 from $421,887 in Q1 2023, mainly due to higher employee compensation costs [214]. - The company plans to continue incurring substantial costs for research and development, particularly for the QT Breast Scanner, and expects to raise additional capital through equity and debt financing [246][247]. Sales and Marketing - The company entered into a Sales Agent Agreement with NXC Imaging for the sale of QT Imaging products in the U.S. and U.S. territories, delivering one QT Breast Scanner to a customer as of March 31, 2024 [170]. - The company has entered into the NXC Agreement to enhance sales and marketing capabilities in the U.S. market for its products [246]. - A non-binding letter of intent was signed with Canon Medical Systems for the acquisition of two QT Breast Scanners, with 50% of the payment completed by January 31, 2024 [171]. - The company has engaged in a Feasibility Study Agreement with Canon to evaluate the QT Breast Scanner's business, technical, and clinical values, which will last until December 2024 [172]. Expenses and Cost Management - Selling, general and administrative expenses are anticipated to rise to support expanding headcount and operations, and the development of a commercial infrastructure [209]. - Selling, general and administrative expenses surged by 341% to $5,696,211 in Q1 2024 from $1,291,765 in Q1 2023, largely due to transaction expenses related to a business combination [215]. - The company anticipates that cost of revenue will increase in absolute dollars but decrease as a percentage of revenues over time due to new manufacturing processes [202]. Accounting and Compliance - The company prepares its condensed consolidated financial statements in accordance with GAAP, requiring estimates and judgments that may materially affect reported amounts of assets, liabilities, revenues, and expenses [260]. - The company is classified as an emerging growth company under the JOBS Act, allowing it to delay adopting new accounting standards [257]. - Stock-based compensation is measured at grant date fair market value and recognized as expense over the requisite service period [275]. - The company adopted ASU 2020-06 effective January 1, 2024, with no material impact on financial statements [276]. - ASU No. 2023-07, effective after December 15, 2023, requires incremental segment information disclosures, currently under evaluation for impact [277]. - ASU 2023-09, effective after December 15, 2024, aims to improve income tax disclosures, with the company evaluating its impact [278].

Financial Performance - Commercial revenue for Q1 2024 was $1.4 million, a significant increase from less than $0.1 million in Q1 2023[8] - Gross margin improved to 56% in Q1 2024, compared to a negative margin in Q1 2023, due to the sale of three QT Breast Scanners[8] - Net loss for Q1 2024 was $4.3 million, which included $1.9 million of net non-cash income related to the change in fair value of warrants and transaction expenses of $4.3 million[10] - Non-GAAP Adjusted EBITDA for Q1 2024 was $(1.2) million, slightly worse than $(1.1) million in Q1 2023[10] - The company reported a significant increase in operating expenses to $5.7 million in Q1 2024, up from $1.3 million in Q1 2023[13] - Net loss for the three months ended March 31, 2024, was $4,299,000, compared to a net loss of $1,883,000 for the same period in 2023, indicating a 128% increase in losses[21] - The accumulated deficit increased to $(22,069,000) as of March 31, 2024, from $(17,770,000) at the end of 2023, reflecting a worsening financial position[19] Assets and Liabilities - Total assets increased to $12,857,000 as of March 31, 2024, compared to $6,706,000 as of December 31, 2023, representing an increase of 92%[19] - Cash and cash equivalents rose to $5,620,000 as of March 31, 2024, from $165,000 at the end of 2023, marking a significant increase[19] - Total current liabilities decreased to $4,371,000 as of March 31, 2024, down from $7,338,000 as of December 31, 2023, a reduction of 40%[19] - Long-term debt increased to $3,331,000 as of March 31, 2024, compared to $96,000 as of December 31, 2023, reflecting a substantial rise[19] Cash Flow - Net cash used in operating activities for the first quarter of 2024 was $5,976,000, compared to $993,000 for the same period in 2023, indicating a significant increase in cash outflow[21] - The company reported a net cash provided by financing activities of $11,431,000 for the three months ended March 31, 2024, compared to $916,000 in the same period of 2023[21] Strategic Developments - The company completed its merger with GigCapital5 on March 4, 2024, enhancing its strategic position[2] - The company delivered its first commercial sale of a QT Breast Scanner on March 7, 2024, as part of its U.S. commercialization efforts[10] - A feasibility study agreement was initiated on March 28, 2024, to evaluate the QT Breast Scanner's business, technical, and clinical values[10] - The company plans to provide guidance for the remainder of 2024 as part of the Q2 2024 earnings release[12] - The company is focused on the commercialization and further development of the QT Imaging Breast Acoustic CT™ Scanner, with plans for new product development and introduction[22] - QT Imaging anticipates future events and developments will cause assessments to change, highlighting the uncertainty in projected financial information[22] Technology and Research - The area under the receiver operating characteristic curve (AUC) for QT Imaging technology was found to be statistically non-inferior to digital breast tomosynthesis (DBT) in a recent study[11]

Business Combination and Merger - The company entered into a business combination agreement with QT Imaging, a medical device company, on December 8, 2022, and completed the merger on March 4, 2024, resulting in the name change to QT Imaging Holdings, Inc.[15] - The merger with QT Imaging positions the company to leverage strong relationships in the advanced medical equipment industry to drive strategic dialogue and access new customer relationships[17]. - The Business Combination with QT Imaging is expected to continue incurring losses, with profitability dependent on achieving sufficient revenues[480]. - The Company has 30 months from September 28, 2021, to complete its initial Business Combination, with specific extension payments required[478]. - The Company extended the deadline for completing a business combination from December 31, 2023, to March 31, 2024[471]. - The Company extended the date to consummate its initial business combination from September 28, 2023, to December 31, 2023, with stockholders redeeming 904,023 shares, resulting in $9,828,000 withdrawn from the Trust Account[50]. - Stockholders approved an amendment to extend the business combination deadline from December 31, 2023, to March 31, 2024, with 2,385 shares redeemed, leading to $26,201 withdrawn from the Trust Account[51]. - The Company may enter into PIPE Subscription Agreements for gross proceeds not exceeding $26,000,000 in connection with the Business Combination[486]. Financial Performance and Position - The Company reported an accumulated deficit of $(17,104,720) as of December 31, 2023, compared to $(13,080,129) in 2022, reflecting a worsening of approximately 31%[448]. - The Company has no revenues to date and has focused on organizational activities and identifying potential business combinations[435]. - Revenues for the year ended December 31, 2023, were $0, compared to $0 for the year ended December 31, 2022[451]. - Net loss for the year ended December 31, 2023, was $(4,024,591), compared to a net loss of $(2,774,307) in 2022, indicating a 45.0% increase in losses[451]. - Total current liabilities increased significantly to $12,682,544 in 2023 from $4,186,399 in 2022, representing an increase of approximately 203%[448]. - The Company has a total stockholders' deficit of $(12,514,886) as of December 31, 2023, compared to $(13,079,474) in 2022, showing a slight improvement[448]. - The Company incurred a net loss of $4,024,591 for the year ended December 31, 2023, with an accumulated deficit of $17,104,720[480]. - The Company reported a total loss before provision for income taxes of $(3,605,472) for the year ended December 31, 2023, compared to $(2,287,692) for 2022[549]. - The total provision for income taxes for the year ended December 31, 2023, was $419,119, a decrease from $486,615 in 2022[550]. Cash and Trust Account Management - As of December 31, 2023, the Trust Account held $23,302,116 in cash, down from $41,561,656 in 2022, indicating a decrease of approximately 44%[436][448]. - The Company has a total of approximately $23.3 million remaining in the Trust Account following the recent redemptions[52]. - The Company had cash and cash equivalents of $0 as of December 31, 2023 and 2022[493]. - Cash at the end of the period was $2,438, a decrease from $78,196 at the beginning of the period[457]. - The Company generated $19,919,611 in net cash from investing activities in 2023, compared to $192,241,509 in 2022[457]. Stockholder Actions and Equity Management - The company’s management team and founders beneficially own approximately 75.6% of the issued and outstanding common stock following the latest redemption[50]. - The company’s stockholders redeemed approximately 82.5% of the shares from the initial public offering, totaling 18,985,950 shares, which resulted in $192,138,312 withdrawn from the Trust Account[47]. - The Company has established an equity incentive award plan with an award pool equal to 11% of the fully diluted shares of GigCapital5 Common Stock outstanding after the Effective Time[43]. - The Company has agreed to non-redemption agreements with investors, allowing them to not redeem up to 400,000 shares in exchange for cash[534]. - Following the annual meeting on February 20, 2024, stockholders elected to redeem 848,003 shares, representing approximately 3.7% of the shares sold in the Offering[556]. Operational and Competitive Landscape - The Company is subject to intense competition post-business combination, which may impact its ability to compete effectively[73]. - The Company has not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[460]. - The Company has not been involved in any material legal proceedings as of December 31, 2023[76]. - The Company relies on a combination of intellectual property protections, including patents and trademarks, to safeguard its business interests[74]. Technology and Market Potential - QT Imaging's technology offers a non-ionizing, low-cost imaging modality that can be deployed in low-resource environments (LREs) and is suitable for direct-to-consumer (DTC) and point-of-care (POC) applications[21]. - The QT Breast Scanner provides sub-millimeter, high-definition image resolution and utilizes low-frequency sound waves, significantly increasing diagnostic information compared to conventional imaging methods[23]. - The QT Breast Scanner received FDA clearance in June 2017 and is currently applicable as a supplementary imaging device for breast density determination and lesion diagnosis[26][25]. - The company’s strategy includes creating disruptive innovations in medical imaging, focusing on patient outcomes, and democratizing healthcare access through technology[30]. - The global market for medical imaging is large, with significant potential for expansion in areas where QT Imaging has differentiation, such as affordability and accessibility[21]. - The company aims to provide a new social and economic opportunity for consumers to take control of their healthcare, enabling imaging for minor injuries without needing a healthcare gatekeeper[30].

NOVATO, Calif. & PALO ALTO, Calif.--(BUSINESS WIRE)--QT Imaging Holdings, Inc. a medical device company engaged in the research, development, and commercialization of innovative body imaging systems using low frequency sound waves, and GigCapital5, Inc. (“GigCapital5”; Nasdaq: GIA, GIAFW), a Private-to-Public Equity (PPE)™ entity also known as special purpose acquisition company (“SPAC”), today announced the completion of their previously announced business combination (the “Business Combination”). The Busi ...

GigCapital5 (NASDAQ:GIA) stock is falling on Friday after the special purpose acquisition company (SPAC) revealed a date for its merger with QT Imaging.GigCapital5 says that it will complete its SPAC merger with QT Imaging on Monday. That comes as investors gave their approval to the deal in late February. This will see the company changing its name to QT Imaging once the deal is complete.Following the business combination, shares of GIA stock will also undergo a change. That will see them start trading und ...

PALO ALTO, Calif.--(BUSINESS WIRE)--GigCapital5, Inc. (“GigCapital5”; Nasdaq: GIA), a Private-to-Public Equity (PPE)™ entity also known as special purpose acquisition company (“SPAC”), today announced that the completion of their previously announced business combination (the “Business Combination”) with QT Imaging, Inc. (“QT Imaging”), a technology company engaged in an innovative automated breast imaging system producing high-resolution transmission ultrasound images, will take place on March 4, 2024. The ...

Table of Contents FORM 10-Q (Mark One) For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40839 GigCapital5, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact Name of Registrant as Specified in its Charter) Delaware 86-1728920 (State or other jurisdiction of incorporat ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40839 GigCapital5, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 86-1728920 (State or other jurisdiction of incorporation o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40839 GigCapital5, Inc. (Exact Name of Registrant as Specified in its Charter) | Delaware | 86-1728920 | | --- | --- | | (State or other jurisdiction of | (I.R.S. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40839 GigCapital5, Inc. (Exact name of Registrant as specified in its Charter) | Delaware | 86-1728920 | | --- | --- | | (State or ot ...