Form: 8-K

Current report

June 18, 2025

Documents


Exhibit 99.1
QT IMAGING HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2025
As Filed Pro Forma Adjustment Pro Forma
ASSETS
Current assets:
     Cash $ 2,987,503  $ —  $ 2,987,503 
     Restricted cash and cash equivalents 20,000  20,000 
     Accounts receivable 2,782,404  2,782,404 
     Inventory 2,872,401  2,872,401 
     Prepaid expenses and other current assets 1,151,818  1,151,818 
          Total current assets 9,814,126  —  9,814,126 
Property and equipment, net 163,759  163,759 
Operating lease right-of-use assets, net 847,643  847,643 
Other assets 39,150  39,150 
          Total assets $ 10,864,678  $ —  $ 10,864,678 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
     Accounts payable $ 869,579  $ —  $ 869,579 
     Accrued expenses and other current liabilities 3,887,920  3,887,920 
     Current maturities of long-term debt 63,180  63,180 
     Deferred revenue 44,643  44,643 
     Operating lease liabilities, current 417,379  417,379 
          Total current liabilities 5,282,701  —  5,282,701 
Long-term debt 697  697 
Related party notes payable 3,848,725  3,848,725 
Operating lease liabilities 548,874  548,874 
Warrant liability 20,215,569  (20,206,587) (1) 8,982 
Earnout liability 490,000  490,000 
Other liabilities 685,470  685,470 
          Total liabilities 31,072,036  (20,206,587) 10,865,449 
Stockholders’ deficit:
Common stock, $0.0001 par value 2,765  2,765 
Additional paid-in capital 22,866,404  19,488,606  (1) 42,355,010 
Accumulated deficit (43,076,527) 717,981  (1) (42,358,546)
          Total stockholders’ deficit (20,207,358) 20,206,587  (771)
          Total liabilities and stockholders’ deficit $ 10,864,678  $ —  $ 10,864,678 





QT IMAGING HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
Pro Forma
As Filed Adjustment Pro Forma
Revenue $ 2,798,415  $ —  $ 2,798,415 
Cost of revenue 986,553  986,553 
          Gross profit 1,811,862  —  1,811,862 
Operating expenses:
     Research and development 852,252  852,252 
     Selling, general and administrative 2,001,341  2,001,341 
          Total operating expenses 2,853,593  —  2,853,593 
          Loss from operations (1,041,731) —  (1,041,731)
Other expense, net (8,749,453) (8,749,453)
Change in fair value of warrant liability (704,729) 717,981  (1) 13,252 
Change in fair value of derivative liability 101,300  101,300 
Change in fair value of earnout liability (50,000) (50,000)
Interest expense, net (691,387) (691,387)
          Net loss and comprehensive loss $ (11,136,000) $ 717,981  $ (10,418,019)
Net loss per share - basic and diluted $ (0.40) $ 0.02  $ (0.38)
Weighted-average number of common shares used in computing net loss per common share 27,515,543  —  27,515,543 

(1) On June 11, 2025, we entered into amendments to the warrant agreements dated February 26, 2025 with Lynrock Lake Master Fund LP and YA II PN, LTD. (the "Lynrock Lake Warrant and Yorkville Warrant"), which caused the classification of the Lynrock Lake Warrant and Yorkville Warrant to change from liability-classified to equity-classified. The pro forma adjustment reflects the accounting treatment of the Lynrock Lake Warrant and Yorkville Warrant as if both were equity-classified immediately after their issuance on February 26, 2025. The adjustment of $20,206,587 to the warrant liability includes the initial fair value recognition of $19,488,606 as of February 26, 2025. Subsequently, the Company recorded a fair value adjustment of $717,981 as of March 31, 2025 in the change in fair value of warrant liability within the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 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 the Lynrock Lake Warrant and Yorkville Warrant would have reflected at their inception the terms resulting from the June 11, 2025 amendments. We believe that this non-GAAP presentation provides useful information to understand the effect of the amendments to the Lynrock Lake Warrant and Yorkville Warrant now that the amendments have been made 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.