QT Imaging Holdings Inc美股招股说明书(2025-12-31版)

This prospectus relates solely to the offer and sale from time to time of up to an aggregate 29,336,017 shares of the common stock, parvalue $0.0001 per shares (the “CommonStock”), 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) 2,562,334 shares of Common Stock that have been issued to the Selling Securityholders (the “Common Shares”), (ii) 24,442,342 shares of Common Stock that are issuableupon the exercise of the Five Year Common Warrants (as defined below) acquired by certain of the Purchasers (as defined below) and Lynrock Lake Master Fund LP (“Lynrock Lake”),(iii) 523,286 shares of Common Stock that are issuable upon the exercise of the Common Stock purchase warrants with a term of ten years from the initial exercise date (the “Ten YearCommon Warrants”) acquired by certain of the Purchasers and (iv) 1,808,055 shares of Common Stock that are issuable upon the exercise of the pre-funded warrants (the “Pre-FundedWarrants”, and together with the Five Year Common Warrants and the Ten Year Common Warrants, the “Warrants”) acquired by certain of the Purchasers and exercisable any time afterits issuance. The shares of Common Stock issuable upon the exercise of the Warrants are referred to as the “Warrant Shares.” On August 19, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved anamendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a reverse split of the outstanding shares of theCommon Stock at a specific ratio within a range of 2:1 to 20:1, with the specific ratio to be fixed within this range by the Company’s board of directors (the “Board”) in its solediscretion without further stockholder approval (the “Reverse Stock Split”). On October 17, 2025, the Board determined to fix the Reverse Stock Split ratio at 3:1. The Reverse StockSplit became effective as of 4:01 p.m., Eastern Time, on October 23, 2025 (the “Effective Time”), upon the filing of the Certificate of Amendment with the Secretary of State of the Stateof Delaware. On February 26, 2025, the Company entered into a credit agreement (the “Credit Agreement”) with Lynrock Lake that provided a senior secured term loan with Lynrock Lake inthe aggregate principal amount of $10,100,000 at an interest rate of 10.0% per annum. On August 26, 2025, the Company and Lynrock Lake entered into the First Amendment to theCredit Agreement (the “Amended Credit Agreement”) to add an additional tranche of $5,000,000 to the loan and increase the aggregate principal amount to $15,100,000. In connectionwith the Credit Agreement, the Company and Lynrock Lake entered into a Warrant Agreement, dated February 26, 2025, as amended (the “Warrant Agreement”), pursuant to whichLynrock Lake holds a warrant, which prior to the implementation of the Reverse Stock Split, was a warrant to purchase 61,000,000 shares of Common Stock at an exercise price of $0.40per share (the “Lynrock Lake Warrant”), which since the Effective Time, both the number of shares to be issued upon exercise of the Lynrock Lake Warrant and the exercise price havebeen adjusted to 20,333,623 and $1.20, respectively. On April 9, 2025, the Company completed a private placement (the “First Private Placement”), pursuant to the terms and conditions of the Securities Purchase Agreement, datedApril 9, 2025 (the “First Securities Purchase Agreement”), by and between the Company and Dr. Avi Katz, the Chairman of the Company’s Board of Directors, and Dr. Raluca Dinu,the Chief Executive Officer and a member of the Company’s Board of Directors, on the other hand, (together, the “First Purchasers”), pursuant to which the First Purchasers purchasedand the Company issued, (i) using amounts from prior to the implementation of the Reverse Stock Split, 784,929 Common Shares, and following the Reverse Stock Split,261,644Common Shares and (ii) the Ten Year Common Warrants, which following the Reverse Stock Split have an exercise price of $2.16 per share and are exercisable for an aggregateof 523,286 shares of Common Stock. Pursuant to the First Securities Purchase Agreement, the Company entered into a Registration Rights Agreement with the First Purchasers, datedApril 9, 2025 (the “First Registration Rights Agreement”). The aggregate gross proceeds to the Company from the First Private Placement were approximately $500,000, beforededucting the placement agent fees and other offering expenses payable by the Company. See the section entitled “Private Placement of Shares of Common Stock and Warrants.” On May 12, 2025, the Company completed a private placement (the “Second Private Placement”), pursuant to the terms and conditions of the Securities Purchase Agreement,dated May 12, 2025 (the “Second Securities Purchase Agreement”), by a