QT Imaging Holdings entered into a securities purchase agreement for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceeds to the Company of approximately $18.0 million, before deducting placement agent fees and offering expenses.
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The fully subscribed private placement financing included anchoring from Sio Capital Management and participation from other institutional and existing company investors. The Company intends to enhance the balance sheet by repaying $5.0 million of its restated and amended senior secured term loan with Lynrock Lake Master Fund LP, and use the balance of the net proceeds from the offering for expanding its U.S.A. and global go-to-market activities, and for deploying QTI Cloud Platform.
“We appreciate the support of this high-conviction group of healthcare specialist investors that shares the vision of transforming QTI into a precision imaging AI company,” said QT Imaging’s Chief Executive Officer, Dr. Raluca Dinu. “Today marks an important inflection point for our business. With this investment, together with our existing cash, we are very well-positioned to continue executing our global growth strategy. This also comes at an especially opportune time as we make final preparations to relist on the NASDAQ.”
Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the private placement financing.
Pursuant to the terms of the securities purchase agreement, the Company is selling an aggregate of 12,120,798.00 shares of common stock (or pre-funded warrant in lieu thereof) and common warrants to purchase up to 12,120,798.00 shares of common stock at a purchase price of $1.50 per share (or pre-funded warrant in lieu thereof), subject to certain beneficial ownership limitations set by each holder. The warrants issued in the offering are exercisable at an exercise price of $1.50 per share, and only for cash, and will expire five years from the date of issuance. The closing of the financing is anticipated to be on or before October 3, 2025, subject to customary closing conditions.
