QT IMAGING HOLDINGS, INC. 8-K

What Happened
QT Imaging Holdings, Inc. (QTI) announced it entered into an underwriting agreement with Ladenburg Thalmann & Co. Inc. (Representative) and closed an underwritten offering on May 18, 2026. The Company sold 1,200,000 common shares at $5.00 per share and 800,000 pre‑funded warrants at $4.9999 per warrant. After underwriting discounts, commissions and estimated offering expenses, net proceeds were approximately $9 million. The securities were issued under a Form S-3 shelf registration (File No. 333-294705); the shelf became effective April 3, 2026 and a final prospectus was filed May 15, 2026.

Key Details

• Underwriter/Representative: Ladenburg Thalmann & Co. Inc.; Offering closed May 18, 2026.
• Prices: $5.00 per common share (1,200,000 shares) and $4.9999 per pre‑funded warrant (800,000 warrants).
• Net proceeds: approximately $9 million for working capital and general corporate purposes.
• Pre‑Funded Warrants: exercisable for one share at $0.0001 per share, exercisable at any time; issued as a global warrant certificate in DTC book‑entry form; no trading market and Company does not intend to list the warrants.
• Post‑closing restrictions: officers, directors and certain stockholders subject to 90‑day lock‑ups; Company restricted from issuing additional common stock or convertible securities for 60 days (with limited exceptions) and from variable rate transactions for 180 days (ATM offering with the Representative permitted after 60 days).
• Warrant agent: Continental Stock Transfer & Trust Company (Warrant Agency Agreement dated May 15, 2026).

Why It Matters
This financing provides QTI with fresh capital (≈$9M) to support working capital and general corporate needs, which can help fund operations or near‑term initiatives without immediately tapping other sources. The issuance of pre‑funded warrants means additional shares may be issued upon exercise at a nominal price, which could increase share count over time. Lock‑ups and issuance restrictions limit near‑term dilution from insiders and the Company but allow the Company to pursue certain follow‑on financings after the restricted periods.