QT Imaging Holdings Inc美股招股说明书(2025-02-05版)

QT IMAGING HOLDINGS, INC. 8,807,116 Shares of Common Stock This prospectus relates solely to the offer and sale from time to time of up to an aggregate 8,807,116 shares of thecommon stock, par value $0.0001 per share (the “Common Stock”), of QT Imaging Holdings, Inc. (the “Company,” “we,”“our” or “us”) by the selling securityholders identified in this prospectus (the “Selling Securityholders”). Such sharesconsist of (i) 4,383,558 shares of Common Stock (the “PIPE Shares”) that have been issued to certain of the SellingSecurityholders who are “Purchasers” under a Securities Purchase Agreement, dated November 12, 2024 (the “SecuritiesPurchase Agreement”) at a purchase price of $0.584 per share, (ii) 4,383,558 shares of Common Stock that are issuableupon the exercise of the Common Stock purchase warrant with a term of five years from the initial exercise date at anexercise price of $0.672 per share (the “PIPE Warrants”, and such shares issuable upon exercise of the PIPE Warrants, the“PIPE Warrant Shares”) acquired by the Purchasers, and (iii) 40,000 shares of Common Stock (the “ICR Shares”) issued toInterest Solutions, LLC (“Interest Solutions”), an affiliate of ICR, LLC (“ICR”) on December 13, 2024 pursuant to the termsof a Payment Agreement Regarding Consulting Services (the “Payment Agreement”) that we entered into with ICR onOctober 9, 2024, in which we agreed to partially pay ICR for consulting services to our predecessor, GigCapital5, Inc.(“GigCapital5”). On November 22, 2024, the Company completed a private placement (the “Private Placement”), pursuant to the termsand conditions of the Securities Purchase Agreement by and between the Company and each of the Purchasers. Pursuantto the Securities Purchase Agreement, the Company entered into a Registration Rights Agreement with the Purchasers,dated November 12, 2024 (the “PIPE Registration Rights Agreement”). The aggregate gross proceeds to the Companyfrom the Private Placement were approximately $2,560,000, before deducting offering expenses payable by the Company.See the section entitled “Private Placement of Shares of Common Stock and Warrants.” The Company is registering the PIPE Shares and PIPE Warrant Shares for resale pursuant to the PIPE RegistrationRights Agreement, and the ICR Shares purchase to the Payment Agreement. The Company will not receive any of theproceeds from the sale of these shares of the Common Stock by the Selling Securityholders. However, the Company willreceive proceeds from the exercise of the PIPE Warrants, if the PIPE Warrants are exercised for cash. The Companyintends to use those proceeds, if any, for general corporate purposes. All fees and expenses incident to the Company’sperformance of or compliance with the PIPE Registration Rights Agreement will be borne by the Company, whether or notany PIPE Shares or PIPE Warrants are sold pursuant to a registration statement. The Selling Securityholders will pay anybroker commissions or similar commissions or fees incurred for the sale of these shares of Common Stock. The Selling Securityholders may offer such shares from time to time as it may determine through public or privatetransactions or through other means described in the section entitled “Plan of Distribution” beginning on page 212 of thisprospectus, at prevailing market prices or at privately negotiated prices. This prospectus does not necessarily mean that theSelling Securityholders will offer or sell the shares. The Company cannot predict when or in what amounts the SellingSecurityholders may sell any of the shares offered by this prospectus. Any shares of Common Stock subject to resalehereunder will have been issues by the Company and acquired by the Selling Securityholders prior to any resale of suchshares pursuant to this prospectus. Because all of the shares of Common Stock offered under this prospectus are being offered by the SellingSecurityholders, the Company cannot currently determine the price or prices at which the Company’s shares may be soldunder this prospectus. Sales of a substantial number of shares of Common Stock in the public market, including the resale of the PIPEShares, ICR Shares and PIPE Warrant Shares held by our stockholders pursuant to this prospectus or pursuant to Rule 144promulgated under the Securities Act of 1933, as amended (“Rule 144”), could occur at any time. These sales, or theperception in the market that the holders of a large number of shares of Common Stock intend to sell shares, could reducethe market price of the Common Stock and make it more difficult for you to sell your holdings at times and prices that youdetermine are appropriate. Shares of Common Stock held by certain of our stockholders, including the SellingSecurityholders, were purchased at an effective price lower than the current market price of our Common Stock.Accordingly, such stockholders could sell their securities at a per-share price that is less than the purchase price otherstockholders paid and still