GigCapital5 : Modification to Rights of Security Holders - Form 8-K

Item 3.03 Material Modification to Rights of Security Holders.

On May 13, 2024, QT Imaging Holdings, Inc. (the "Company") downwardly adjusted the per share exercise price of warrants to purchase common stock of the Company (the "Warrants") from $11.50 to $2.30. The Warrants were issued pursuant to the Warrant Agreement, dated as of September 23, 2021, by and between the Company and Continental Stock Transfer & Trust Co. ("CST"), as previously filed with the Securities and Exchange Commission (the "SEC") on September 29, 2021. Pursuant to Section 4.3.2 of the Warrant Agreement, if (a) the Company issues additional shares of common stock of the Company ("Common Stock") or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price less than $9.20, (b) the aggregate gross proceeds from such issuances represent more than 65% of the total equity proceeds, and interest thereon, available for the funding of the Company's initial business combination on the date of its consummation (net of redemption), and (c) the volume weighted average trading price of Common Stock during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the "Market Value") is below $9.20 per share, then the exercise price of the Warrants shall be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Common Stock or equity-linked securities. As previously disclosed in respective Current Reports on Form 8-K filed with the SEC on November 22, 2023 and March 5, 2023, the Company raised capital through the issuance of equity-linked securities to YA II PN, Ltd. ("Yorkville") that are now convertible at a price of at least $2.00 per share pursuant to that certain Standby Equity Purchase Agreement and a promissory note (the "Yorkville Note"), each by and between the Company and Yorkville. Further, the aggregate gross proceeds under the Pre-Paid Advance issued by Yorkville pursuant to the SEPA and in consideration thereof, the Company issued to Yorkville the Yorkville Note were $10 million, which amounts to 65% or greater of the total equity proceeds, and interest thereon, available for funding the consummation of the Company's business combination with QT Imaging, Inc., net of redemptions, on the date thereof, and the Market Value was below $9.20 per share. Accordingly, the exercise price of the Warrants was adjusted to equal 115% times $2.00 per share, or $2.30 per share.

The foregoing descriptions of the Warrant Agreement, the SEPA, and the Yorkville Note, and the transactions contemplated thereby, are not complete and are subject to and qualified in its entirety by reference to the text of the Warrant Agreement, which was included as Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on September 29, 2021, the SEPA, which was included as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 22, 2023, and the Yorkville Note, which was included as Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on March 5, 2024.