Business Combination and Corporate Structure - 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, changing its name to QT Imaging Holdings, Inc.[15] - The merger with QT Imaging is expected to create strong revenue growth opportunities, supported by capital purchases or subscription-based recurring revenues[30]. - The company’s stockholders approved multiple extensions of the combination period, allowing for up to six one-month extensions[48]. - The company’s board of directors consists of seven members classified into three classes following the merger[42]. - The Company has a 30-month period from September 28, 2021, to complete its initial Business Combination[476]. Financial Performance and Position - The Company reported an accumulated deficit of $(17,104,720) as of December 31, 2023, up from $(13,080,129) in 2022, indicating increasing losses[446]. - The total assets decreased to $23,398,562 as of December 31, 2023, down from $41,945,571 in 2022, showing a decline in financial position[446]. - For the year ended December 31, 2023, the company reported a net loss of $4,024,591, compared to a net loss of $2,774,307 for the year ended December 31, 2022, representing an increase in loss of approximately 45%[449]. - The company experienced a net cash used in operating activities of $1,944,104 in 2023, compared to $1,261,550 in 2022, marking an increase of approximately 54%[455]. - The company had a total accumulated deficit of $(17,104,720) as of December 31, 2023, compared to $(13,080,129) at the end of 2022, reflecting an increase in accumulated losses[452]. Shareholder Actions and Stock Redemption - Stockholders elected to redeem 904,023 public shares, representing approximately 4.3% of the shares sold in the offering, resulting in a withdrawal of $9,828,000 from the trust account[49]. - Stockholders redeemed 18,985,950 shares, approximately 82.5% of the public units sold in the offering, withdrawing $192,138,312 from the trust account[46]. - The company has a total of 2,114,978 shares subject to possible redemption at a redemption value of $10.98 per share as of December 31, 2023[446]. - Following the annual meeting on February 20, 2024, stockholders elected to redeem 848,003 shares of common stock, representing approximately 3.7% of the shares sold in the Offering[555]. Capital Structure and Financing - The Company issued a total of $1,500,000 in Working Capital Loans through multiple amendments from September 2022 to December 2023[65]. - The Company has issued a total of $1,500,000 in Working Capital Notes, with the last amendment on December 13, 2023, adding $53,640[523]. - The Company has a deferred underwriting commission of $9,200,000, which will be payable only upon the completion of a Business Combination[530]. - The Company may enter into PIPE Subscription Agreements for gross proceeds not exceeding $26,000,000[484]. - The Standby Equity Purchase Agreement allows access to an additional $40 million in potential capital through common stock issuance[479]. Operational Developments and Market Strategy - QT Imaging's technology offers a non-ionizing, low-cost imaging modality that can be deployed in low-resource environments (LREs) and point-of-care (POC) settings, addressing unmet medical needs in the imaging market[21]. - The company aims to democratize healthcare by providing direct-to-consumer (DTC) and direct-to-practitioner (DTP) imaging solutions, potentially lowering healthcare costs and increasing access[30]. - The company emphasizes the importance of patient outcomes and customer success through innovative multi-channel go-to-market strategies[30]. - The company has established a distribution relationship with Innovador in Singapore and is exploring future sales opportunities outside the U.S.[27]. Legal and Compliance Matters - The Company is subject to litigation and claims but was not a party to any material legal proceedings as of December 31, 2023[74]. - The Company has not recognized any unrecognized tax benefits as of December 31, 2023 and 2022[503]. - The company has no unrecognized tax benefits as of December 31, 2023, and has not accrued interest or penalties on unrecognized tax benefits[550]. Revenue and Expense Analysis - Total revenues for the year ended December 31, 2023, were not specified, while general and administrative expenses increased to $4,927,599 from $4,279,100 in 2022, indicating a rise of about 15%[449]. - The company reported interest income on cash and marketable securities held in the Trust Account of $1,526,860 in 2023, down from $1,630,398 in 2022, indicating a decline of about 6%[449]. - The total provision for income taxes for the year ended December 31, 2023, was $419,119, down from $486,615 in 2022[549].
QT Imaging(QTI) - 2023 Q4 - Annual Report