Form: 8-K

Current report

December 11, 2025

Documents


Exhibit 99.1
QT IMAGING HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2025
As FiledPro Forma AdjustmentPro Forma
ASSETS
Current assets:
Cash$1,715,400 $11,387,913 (1)(2)$13,103,313 
Restricted cash and cash equivalents20,000 — 20,000 
Accounts receivable3,243,706 — 3,243,706 
Inventory5,242,228 — 5,242,228 
Prepaid expenses and other current assets1,066,801 (150,000)(1)916,801 
Total current assets11,288,135 11,237,913 22,526,048 
Property and equipment, net127,127 — 127,127 
Operating lease right-of-use assets, net666,529 — 666,529 
Other assets39,150 — 39,150 
Total assets$12,120,941 $11,237,913 $23,358,854 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable$2,019,136 $— $2,019,136 
Accrued expenses and other current liabilities5,235,216 — 5,235,216 
Current maturities of long-term debt5,022,966 (5,000,000)(2)22,966 
Deferred revenue23,929 — 23,929 
Operating lease liabilities, current441,634 — 441,634 
Total current liabilities12,742,881 (5,000,000)7,742,881 
Long-term debt272,879 — 272,879 
Related party notes payable3,895,112 — 3,895,112 
Operating lease liabilities321,270 — 321,270 
Warrant liability105,834 — 105,834 
Earnout liability2,510,000 — 2,510,000 
Other liabilities1,349,409 (57,025)(2)1,292,384 
Total liabilities21,197,385 (5,057,025)16,140,360 
Stockholders’ equity (deficit):
Common stock, $0.0001 par value967 223 (1)1,190 
Additional paid-in capital42,558,037 16,598,137 (1)59,156,174 
Accumulated deficit(51,635,448)(303,422)(2)(51,938,870)
Total stockholders’ equity (deficit)(9,076,444)16,294,938 7,218,494 
Total liabilities and stockholders’ equity (deficit)$12,120,941 $11,237,913 $23,358,854 





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 FiledAdjustmentPro Forma
Revenue$10,649,930 $— $10,649,930 
Cost of revenue5,208,318 — 5,208,318 
          Gross profit5,441,612 — 5,441,612 
Operating expenses:
     Research and development2,691,704 — 2,691,704 
     Selling, general and administrative6,486,697 — 6,486,697 
          Total operating expenses9,178,401 — 9,178,401 
          Loss from operations(3,736,789)— (3,736,789)
Other expense, net(8,770,514)— (8,770,514)
Change in fair value of warrant liability(3,581,122)— (3,581,122)
Change in fair value of derivative liability101,300 — 101,300 
Change in fair value of earnout liability(2,070,000)— (2,070,000)
Interest expense, net(1,635,014)(303,422)(2)(1,938,436)
          Loss before income tax expense(19,692,139)(303,422)(19,995,561)
Income tax expense2,782 — 2,782 
          Net loss and comprehensive loss$(19,694,921)$(303,422)$(19,998,343)
Net loss per share - basic and diluted$(2.09)$0.60 $(1.49)
Weighted-average number of common shares used in computing net loss per common share9,415,349 4,040,298 13,455,647 

(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) 2,232,243 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 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 “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 $4.50 (the “Per Share Purchase Price”) and the purchase price for each Pre‑Funded Warrant was $4.4997 (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 $18,180,655, 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 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.
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) 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 Private Placement and (ii) 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.