Form: 8-K

Current report

October 6, 2025

Documents


Exhibit 99.1
QT IMAGING HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2025
As FiledPro Forma AdjustmentPro Forma
ASSETS
Current assets:
Cash$2,022,180 $11,754,165 (1)(2)$13,776,345 
Restricted cash and cash equivalents20,000 — 20,000 
Accounts receivable3,651,310 — 3,651,310 
Inventory3,231,098 — 3,231,098 
Prepaid expenses and other current assets1,743,304 (150,000)(1)1,593,304 
Total current assets10,667,892 11,604,165 22,272,057 
Property and equipment, net166,676 — 166,676 
Operating lease right-of-use assets, net758,099 — 758,099 
Other assets39,150 — 39,150 
Total assets$11,631,817 $11,604,165 $23,235,982 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable$1,595,789 $— $1,595,789 
Accrued expenses and other current liabilities4,210,416 — 4,210,416 
Current maturities of long-term debt36,698 — 36,698 
Deferred revenue34,286 — 34,286 
Operating lease liabilities, current429,350 — 429,350 
Total current liabilities6,306,539 — 6,306,539 
Long-term debt71,601 — 71,601 
Related party notes payable3,848,725 — 3,848,725 
Operating lease liabilities437,411 — 437,411 
Warrant liability25,791 — 25,791 
Earnout liability280,000 — 280,000 
Other liabilities986,044 — 986,044 
Total liabilities11,956,111 — 11,956,111 
Stockholders’ equity (deficit):
Common stock, $0.0001 par value2,864 1,212 (1)4,076 
Additional paid-in capital46,750,884 13,013,764 (1)(2)59,764,648 
Accumulated deficit(47,078,042)(1,410,811)(2)(48,488,853)
Total stockholders’ equity (deficit)(324,294)11,604,165 11,279,871 
Total liabilities and stockholders’ equity (deficit)$11,631,817 $11,604,165 $23,235,982 





QT IMAGING HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2025
Pro Forma
As FiledAdjustmentPro Forma
Revenue$6,457,829 $— $6,457,829 
Cost of revenue2,818,890 — 2,818,890 
          Gross profit3,638,939 — 3,638,939 
Operating expenses:
     Research and development1,752,946 — 1,752,946 
     Selling, general and administrative3,970,703 — 3,970,703 
          Total operating expenses5,723,649 — 5,723,649 
          Loss from operations(2,084,710)— (2,084,710)
Other expense, net(8,739,955)(2,007,478)(2)(10,747,433)
Change in fair value of warrant liability(3,501,079)596,667 (2)(2,904,412)
Change in fair value of derivative liability101,300 — 101,300 
Change in fair value of earnout liability160,000 — 160,000 
Interest expense, net(1,070,289)— (1,070,289)
          Loss before income tax expense(15,134,733)(1,410,811)(16,545,544)
Income tax expense2,782 — 2,782 
          Net loss and comprehensive loss$(15,137,515)$(1,410,811)$(16,548,326)
Net loss per share - basic and diluted$(0.54)$0.13 $(0.41)
Weighted-average number of common shares used in computing net loss per common share27,936,371 12,120,798 40,057,169 

(1)    On September 30, 2025, we entered into a Securities Purchase Agreement, (the “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 “Purchasers”) for a private placement (the “Private Placement”) of securities. At the closing of the Private Placement (the “Closing”) on October 3, 2025, the Company issued (i) 6,696,715 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”); (ii) Subscription Warrants (the “Subscription Warrants”) with a term of five years from the initial exercise date to purchase up to an additional 12,120,798 shares of Common Stock; and (iii) 5,424,083 pre‑funded warrants to purchase up to an additional 5,424,083 shares of Common Stock, exercisable any time after its issuance (the “Pre-Funded Warrant” and together with the Subscription Warrant, the “Warrants”, and the Warrants together with the Shares, the “Securities”) (all of such shares issuable upon exercise of the Warrants, the “Warrant Shares”). The purchase price of each Share was $1.50 (the “Per Share Purchase Price”) and the purchase price for each Pre‑Funded Warrant was $1.4999 (the “Per Pre-Funded Warrant Purchase Price”). Both of these amounts were paid by the Purchasers at the Closing. The aggregate gross proceeds to the Company from the Private Placement was approximately $18,180,654.59, 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 Private Placement as if it closed on January 1, 2025.
(2)    On August 26, 2025, we entered into a Warrant Repurchase Agreement (the “Warrant Repurchase Agreement”), pursuant to which the Company repurchased on August 26, 2025 a warrant the (“Yorkville Warrant”) from YA II PN, Ltd. (“Yorkville”) at an aggregate price of $5,000,000. The pro forma adjustment reflects the accounting treatment of paying Yorkville the $5,000,000 on February 26, 2025, in lieu of issuing the Yorkville Warrant.
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) the Private Placement had occurred on January 1, 2025 and (ii) Yorkville had been paid the $5,000,000 on February 26, 2025, in lieu of issuing the Yorkville Warrant. We believe that this non-GAAP presentation provides useful information to understand the effect of (i) the Private Placement and (ii) the payment of the $5,000,000 to Yorkville 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.