Full Press Release Details
| QT IMAGING HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2025 | |||||||||||
| As Filed | Pro Forma Adjustment | Pro Forma | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash | $ | 1,715,400 | $ | 11,542,915 | (1)(2)(3) | $ | 13,258,315 | ||||
| Restricted cash and cash equivalents | 20,000 | - | 20,000 | ||||||||
| Accounts receivable | 3,243,706 | - | 3,243,706 | ||||||||
| Inventory | 5,242,228 | - | 5,242,228 | ||||||||
| Prepaid expenses and other current assets | 1,066,801 | (150,000) | (1) | 916,801 | |||||||
| Total current assets | 11,288,135 | 11,392,915 | 22,681,050 | ||||||||
| Property and equipment, net | 127,127 | - | 127,127 | ||||||||
| Operating lease right-of-use assets, net | 666,529 | - | 666,529 | ||||||||
| Other assets | 39,150 | - | 39,150 | ||||||||
| Total assets | $ | 12,120,941 | $ | 11,392,915 | $ | 23,513,856 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 2,019,136 | $ | - | $ | 2,019,136 | |||||
| Accrued expenses and other current liabilities | 5,235,216 | - | 5,235,216 | ||||||||
| Current maturities of long-term debt | 5,022,966 | (5,000,000) | (2) | 22,966 | |||||||
| Deferred revenue | 23,929 | - | 23,929 | ||||||||
| Operating lease liabilities, current | 441,634 | - | 441,634 | ||||||||
| Total current liabilities | 12,742,881 | (5,000,000) | 7,742,881 | ||||||||
| Long-term debt | 272,879 | - | 272,879 | ||||||||
| Related party notes payable | 3,895,112 | - | 3,895,112 | ||||||||
| Operating lease liabilities | 321,270 | - | 321,270 | ||||||||
| Warrant liability | 105,834 | - | 105,834 | ||||||||
| Earnout liability | 2,510,000 | - | 2,510,000 | ||||||||
| Other liabilities | 1,349,409 | (57,025) | (2) | 1,292,384 | |||||||
| Total liabilities | 21,197,385 | (5,057,025) | 16,140,360 | ||||||||
| Stockholders' equity (deficit) | |||||||||||
| Common stock, $0.0001 par value | 967 | 225 | (1)(3) | 1,192 | |||||||
| Additional paid-in capital | 42,558,037 | 16,753,137 | (1)(3) | 59,311,174 | |||||||
| Accumulated deficit | (51,635,448) | (303,422) | (2) | (51,938,870) | |||||||
| Total stockholders' equity (deficit) | (9,076,444) | 16,449,940 | 7,373,496 | ||||||||
| Total liabilities and stockholders' equity (deficit) | $ | 12,120,941 | $ | 11,392,915 | $ | 23,513,856 |
| QT IMAGING HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2025 | |||||||||||
| Pro Forma | |||||||||||
| As Filed | Adjustment | Pro Forma | |||||||||
| Revenue | $ | 10,649,930 | $ | - | $ | 10,649,930 | |||||
| Cost of revenue | 5,208,318 | - | 5,208,318 | ||||||||
| Gross profit | 5,441,612 | - | 5,441,612 | ||||||||
| Operating expenses | |||||||||||
| Research and development | 2,691,704 | - | 2,691,704 | ||||||||
| Selling, general and administrative | 6,486,697 | - | 6,486,697 | ||||||||
| Total operating expenses | 9,178,401 | - | 9,178,401 | ||||||||
| Loss from operations | (3,736,789) | - | (3,736,789) | ||||||||
| Other expense, net | (8,770,514) | - | (8,770,514) | ||||||||
| Change in fair value of warrant liability | (3,581,122) | - | (3,581,122) | ||||||||
| Change in fair value of derivative liability | 101,300 | - | 101,300 | ||||||||
| Change in fair value of earnout liability | (2,070,000) | - | (2,070,000) | ||||||||
| Interest expense, net | (1,635,014) | (303,422) | (2) | (1,938,436) | |||||||
| Loss before income tax expense | (19,692,139) | (303,422) | (19,995,561) | ||||||||
| Income tax expense | 2,782 | - | 2,782 | ||||||||
| Net loss and comprehensive loss | $ | (19,694,921) | $ | (303,422) | $ | (19,998,343) | |||||
| Net loss per share - basic and diluted | $ | (2.09) | $ | 0.61 | $ | (1.48) | |||||
| Weighted-average number of common shares used in computing net loss per common share | 9,415,349 | 4,064,405 | (1)(3) | 13,479,754 |
(1) On September 30, 2025, we entered into a Securities Purchase Agreement, (the "October 2025 Securities Purchase Agreement"), by and between the Company, on the one hand, and certain accredited investors and qualified institutional buyers, led by Sio Capital Management, LLC, on the other hand, (together, the "October 2025 Purchasers") for a private placement (the "October 2025 Private Placement") of securities. At the closing of the October 2025 Private Placement (the "October 2025 Closing") on October 3, 2025, the Company issued (i) 2,232,243 shares (the "October 2025 Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") (ii) Subscription Warrants (the "October 2025 Subscription Warrants") with a term of five years from the initial exercise date to purchase up to an additional 4,040,272 shares of Common Stock and (iii) 5,424,083 pre funded warrants to purchase up to an additional 1,808,055 shares of Common Stock, exercisable any time after its issuance (the "October 2025 Pre-Funded Warrants" and together with the October 2025 Subscription Warrants, the "October 2025 Warrants," and the October 2025 Warrants together with the October 2025 Shares, the "October 2025 Securities") (all of such shares issuable upon exercise of the October 2025 Warrants, the "October 2025 Warrant Shares"). The purchase price of each October 2025 Share was $4.50 (the "October 2025 Per Share Purchase Price") and the purchase price for each October 2025 Pre Funded Warrant was $4.4997 (the "October 2025 Per Pre-Funded Warrant Purchase Price"). Both of these amounts were paid by the October 2025 Purchasers at the October 2025 Closing. The aggregate gross proceeds to the Company from the October 2025 Private Placement was approximately $18,180,655, before deducting the offering expenses payable by the Company, which expenses consist solely of legal fees and the amounts provided for pursuant to the Placement Agency Agreement (the "Placement Agency Agreement"). The pro forma adjustment reflects the accounting treatment of the October 2025 Private Placement as if it closed on January 1, 2025.
(2) On October 6, 2025, we repaid $5.0 million of long-term debt, as well as $360,477 of accrued interest and the Tranche B 2025 Premium, to Lynrock Lake Master Fund LP ("Lynrock Lake") pursuant to the First Amendment to the Credit Agreement (the "Lynrock Amended Credit Agreement"). The pro forma adjustment reflects the accounting treatment of the payment of the $5,360,477 as if it had been paid on January 1, 2025.
(3) On January 22, 2026, we entered into a Securities Purchase Agreement (the "January 2026 Securities Purchase Agreement"), by and between the Company, on the one hand, and Dr. Avi Katz, the Chairman of the Company's Board of Directors, on the other hand,
(together, the "January 2026 Purchasers") for a private placement (the "January 2026 Private Placement") of securities. At the closing of the January 2026 Private Placement, the Company will issue (i) 24,107 shares (the "January 2026 Shares") of the Company's Common Stock, par value $0.0001 per share and (ii) a Common Stock Purchase Warrant (the "January 2026 Warrant" and together with the January 2026 Shares, the "January 2026 Securities") with a term of ten years from the initial exercise date to purchase up to an additional 48,214 shares of Common Stock (all of such shares issuable upon exercise of the January 2026 Warrant, the "January 2026 Warrant Shares"). The purchase price of each January 2026 Share is $6.43, which represents 110% of the 5-day volume weighted trading price for the Common Stock on January 22, 2026 (the "January 2026 Per Share Purchase Price"), and the per share exercise price of the January 2026 Warrant is $6.43. The aggregate gross proceeds to the Company from the January 2026 Private Placement will be approximately $155,000. The pro forma adjustment reflects the accounting treatment of the January 2026 Private Placement as if it closed on January 1, 2025.
The pro forma adjustments and resulting adjusted financial statements have not been prepared in accordance with accounting principles generally accepted in the United States ( GAAP ). As stated above, we have prepared these adjustments to reflect the accounting treatment that would have occurred if (i) both the October 2025 Private Placement and January 2026 Private Placement had occurred on January 1, 2025 and (ii) Lynrock Lake had been paid the $5,360,477 on January 1, 2025. We believe that this non-GAAP presentation provides useful information to understand the effect of (i) the October 2025 Private Placement, (ii) the January 2026 Private Placement, and (iii) the repayment of the $5.0 million of long-term debt to Lynrock Lake now that they have been completed, and we will be accounting for these changes accordingly in subsequent financial reporting periods. The tables provide a reconciliation to the comparable GAAP financial presentation.