QT IMAGING HOLDINGS, INC. 8-K

What Happened QT Imaging Holdings, Inc. (QTIH) filed an 8-K on December 23, 2025 furnishing unaudited pro forma condensed consolidated statements of operations and comprehensive loss for the quarters ended Sep 30, 2025; Jun 30, 2025; Mar 31, 2025; and Dec 31, 2024. The pro forma financial information reflects the effects of a Securities Purchase Agreement for a private placement that closed on October 3, 2025 (gross proceeds of approximately $18,180,655) and the October 6, 2025 repayment of $5.0 million of long‑term debt (plus $360,477 of accrued interest and a Tranche B 2025 Premium) to Lynrock Lake Master Fund LP. The pro forma schedules also adjust to exclude certain debt‑extinguishment/modification expenses and certain non‑cash fair‑value and interest items as if those items had not been incurred.

Key Details

• Private placement: approximately $18,180,655 gross proceeds, Securities Purchase Agreement dated Sept 30, 2025 and closed Oct 3, 2025.
• Debt repayment: $5.0 million principal repaid Oct 6, 2025, plus $360,477 accrued interest and a Tranche B 2025 Premium to Lynrock Lake.
• Pro forma treatment: statements show the impact as if the private placement and the Tranche B premium payment had occurred on Jan 1, 2024.
• Adjustments: pro forma excludes certain February 2025 debt extinguishment/modification expenses and various non‑cash items (non‑cash interest, changes in fair value of warrant, derivative and earnout liabilities).

Why It Matters These pro forma quarterly results give investors a view of QT Imaging’s reported operating results and comprehensive loss as if the October 2025 financing and related debt repayment had been in place earlier — useful for assessing the company’s post‑financing capital structure and recurring operating performance. The $18.18M private placement increases liquidity, while the $5.0M debt repayment reduces outstanding long‑term debt; however, the pro forma figures are unaudited and remove certain one‑time or non‑cash items, so they are intended for informational comparison rather than as audited earnings.