☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 86-1728920 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
3 Hamilton Landing, Suite 160 Novato, CA | 94949 | |
(Address of principal executive offices) | (Zip Code) | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.0001 per share | QTI | The Nasdaq Stock Market LLC |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
| • | The world-wide market for medical imaging is large and it has a potential to expand in the areas where QT Imaging has differentiation: |
| • | A non-ionizing, non-injection imaging |
| • | A lower price point than conventional high-energy imaging equipment; |
| • | QT Imaging technology can be deployed to LREs because of its low power, no shielding, no injection, and automation; |
| • | QT Imaging technology is portable and can be used in POC settings such as LREs; and |
| • | QT Imaging technology is deployable in outdoor settings such as sports, military, and naval settings. |
| • | The QT Imaging technology is well-suited for lowering health care costs by being affordable and easily accessed. |
| • | The QT Imaging technology is well-suited for DTC and DTP applications, that are outside traditional tertiary care hospitals. |
| • | QT Imaging technology is uniquely proprietary, disruptive and a one-of-a kind |
| • | QT Imaging products have potential strong revenue growth, with capital purchase or subscription-based recurring revenues supporting substantial long-term gross margin. |
| • | Create disruptive innovation—a dedication to using technology (siliconization, software, artificial intelligence, and smart physics) to improve medical imaging and thus health care quality and access. |
| • | Introduce the first comprehensive body-safe imaging technology into the marketplace, enabling for the first-time well-person body imaging health screening, and the first health screening medical imaging for infants. |
| • | Provide DTC and DTP approaches to de-centralize medical imaging from the large, comprehensive medical centers; enabling the ability to lower health care costs and increase access via personal medical imaging. |
| • | Provide a new social and economic opportunity for consumers to take control of some aspects of their own health care—such as imaging for minor injuries or medical conditions without needing a healthcare “gate-keeper.” |
| • | Enable more patient and practitioner control—or “democratization” of healthcare using technology. |
| • | Focus on patient-outcomes and customer success by using novel multi-channel go-to-market |
| • | Focus our intellectual capabilities and ethical framework to become unified in our mission to improve the quality and lower the cost of health care world-wide . . . “It’s about time.” |
| • | Subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
| • | Cause us to depend on the marketing and sale of a single product or limited number of products or services. |
| • | our being a development-stage company with limited operating history and significant losses; |
| • | our ability to successfully execute our business model, including market acceptance of our planned products and product candidates at acceptable prices; |
| • | our ability to sustain revenue growth or profitability; |
| • | future financial performance following the proposed business combination; |
| • | the ability to obtain clearances and approvals from the FDA for current and future products; |
| • | the occurrence of a pandemic, epidemic, or outbreak of infectious disease that may materially or adversely affect our business, financials, and product development; |
| • | our ability to compete and adapt in our industry; |
| • | the ability of third-party manufacturers to supply certain components parts needed for our products; |
| • | our plan to do business globally is subject to additional risks and uncertainties; |
| • | the impact of recent changes in the United States related to payment policies for imaging procedures; |
| • | the success of key supplier or distribution agreements; |
| • | the outcome of any legal proceedings that may be instituted against our business and other litigation and regulatory risks; |
| • | our success in recruiting and retaining key employees; |
| • | our management team’s limited experience managing a public company; |
| • | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business; |
| • | the ability to maintain the confidentiality and integrity of the Company’s data and other sensitive information; |
| • | the ability of the business to respond to changes in general economic conditions; |
| • | our limited experience in working with large-scale contracts with medical device manufacturers; |
| • | the ability to adequately protect the Company’s intellectual property rights; |
| • | the impact of the terms and conditions of licenses and sublicenses granted by third-parties; |
| • | our ability to enforce covenants not to compete; |
| • | the ability to manage growth effectively; |
| • | the effect of the Company’s warrants on the market price of its Common Stock; |
| • | the effect of unanticipated changes in effective tax rates on operations and financials; |
| • | factors relating to the business, operations and financial performance of the Combined Company; |
| • | the ability of the Combined Company to maintain an effective system of internal controls over financial reporting; |
| • | the impact of the COVID-19 pandemic; |
| • | our being an emerging growth company; |
| • | our governing documents’ effect on stock price and stockholders’ ability to gain favorable judicial forums; and |
| • | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report. |
| • | effectiveness of the sales and marketing efforts of us, and our international distribution partners; |
| • | perception by medical professionals and patients of the convenience, safety, efficiency and benefits of the QT Breast Scanner or products under development using our technology, compared to competing methods of medical imaging; |
| • | opposition from certain industry leaders, which may limit our ability to promote the QT Breast Scanner or products under development that are cleared by the FDA and other regulatory agencies, or Medical Scan as a Service, and to penetrate into the medical imaging market in certain geographical areas; |
| • | the level of commitment and support that we receive from our partners, such as cloud storage providers, as well as medical professionals such as radiologists; |
| • | willingness of market participants to accept the Medical Scan as a Service model; |
| • | the changing and volatile U.S. and global economic environments, including as a result of the COVID-19 pandemic; |
| • | timing of market introduction of competing products, and the sales and marketing initiatives of such products; |
| • | press and blog coverage, social media coverage, and other publicity and public relations factors by others; |
| • | lack of financing or other resources to successfully develop and commercialize our technology and implement our business plan; and |
| • | coverage determinations and reimbursement levels of third-party payors. |
| • | the process of manufacturing and deploying the QT Breast Scanner and our products under development is a complex, multi-step process that depends on factors outside our control, and could cause us to expend significant time and resources prior to earning associated revenues; |
| • | the manufacturing cost of the QT Breast Scanner and our products under development may be higher than we expect, may increase significantly, or may increase at a higher rate than anticipated, and we may not be able to set or timely adjust our Medical Scan as a Service pricing to compensate for any increased costs; |
| • | the manufacturing of the QT Breast Scanner and our future products may take longer than we expected, and we may have insufficient manufacturing capacity and experience delays in manufacturing and deployment, which would have a negative impact on the timing of our revenues; |
| • | deployment and full utilization of the QT Breast Scanner may not be achieved if insurance and other reimbursements and patient co-pays are not sufficient to defray costs incurred in providing and interpreting scans by hospital imaging centers, cancer centers or other women’s health-care centers that purchase our devices and services, and we may not be able to sustain these relationships unless our devices can be profitable to these providers; |
| • | a QT Breast Scanner device may perform fewer scans per day than our estimates due to a number of factors, including low market acceptance rate, technical failures and downtime, service disruptions, outages or other performance problems, which would have a negative impact on our revenues and our ability to recover costs; |
| • | as part of the Medical Scan as a Service model, we will be responsible for maintenance of the QT Breast Scanner devices we deploy, which may be more costly and time-consuming than we expect; |
| • | our customers may not be able to find or retain a sufficient number of radiologists to review the images generated by the QT Breast Scanner device especially as we deploy additional systems and the volume of scans increases; |
| • | our Medical Scan as a Service pricing may not be sufficient to recover our costs and may not be adjusted in a timely manner, which could negatively affect our revenues or cause our revenues and results of operations to vary significantly from period to period; |
| • | we have not determined a target price per scan, and when we do, we may be unsuccessful in maintaining our target price because we do not control the price charged by local operators and higher prices may adversely affect market acceptance of the QT Breast Scanner device; and |
| • | regulatory authorities may challenge our Medical Scan as a Service model altogether, and impose significant civil, criminal, and administrative penalties, damages, fines, and/or exclusion from government funded healthcare programs, which could adversely affect our revenues and results of operations. |
| • | our inability to achieve sufficient market acceptance by hospitals and clinics, providers of medical imaging services, medical professionals such as radiologists, third-party payors, and others in the medical community; |
| • | our inability to compete with existing medical imaging technology companies with ultrasound, mammography and magnetic resonance imaging (“ MRI |
| • | our inability to hire, train and retain qualified sales and marketing personnel; |
| • | our inability to establish, maintain and expand our sales, marketing and distribution networks; |
| • | our inability to obtain and/or maintain necessary regulatory approvals; and |
| • | our inability to effectively protect our intellectual property. |
| • | “The QT Breast Scanner is for use as an ultrasonic imaging system to provide reflection-mode and transmission-mode images of a patient’s breast. The QT Breast Scanner software also calculates the breast fibroglandular volume and total breast volume. The device is not intended to be used as a replacement for screening mammography”—FDA 510k K162372 and K220933 |
| • | “The QT Breast Scanner Model 2000A satisfies the requirements of the Certification Mark of the ECM [CE Mark Certification of the European Union]—No. 0P210730.QTUTQ02” |
| • | insufficient capacity or delays in meeting our demand; |
| • | inadequate manufacturing yields, inferior quality and excessive costs; |
| • | inability to manufacture products that meet the agreed upon specifications; |
| • | inability to obtain an adequate supply of materials; |
| • | inability to comply with the relevant regulatory requirements for the manufacturing process; |
| • | limited warranties on products supplied to us; |
| • | inability to comply with our contractual obligations; |
| • | potential increases in prices; and |
| • | increased exposure to potential misappropriation of our intellectual property. |
| • | reimbursement and insurance coverage; |
| • | our inability to find agencies, dealers or distributors in specific countries or regions; |
| • | our inability to directly control commercial activities of third parties; |
| • | limited resources to be deployed to a specific jurisdiction; |
| • | the burden of complying with complex and changing regulatory, tax, accounting and legal requirements; |
| • | different medical imaging practice and customs in foreign countries affecting acceptance in the marketplace; |
| • | import or export licensing and other requirements that could impair our ability to compete in international markets or subject our company to liability if we violate such laws and regulations; |
| • | longer accounts receivable collection times; |
| • | longer lead times for shipping; |
| • | language barriers for technical training; |
| • | reduced protection of intellectual property rights in some foreign countries; |
| • | foreign currency exchange rate fluctuations; and |
| • | interpretations of contractual provisions governed by foreign laws in the event of a contract dispute. |
| • | limiting payments for imaging services in physician offices and free-standing imaging facility settings based upon rates paid to hospital outpatient departments; |
| • | reducing payments for certain imaging procedures when performed together with other imaging procedures in the same family of procedures on the same patient on the same day in the physician office and free-standing imaging facility setting; |
| • | making significant revisions to the methodology for determining the practice expense component of the Medicare payment applicable to the physician office and free-standing imaging facility setting which results in a reduction in payment; and |
| • | revising payment policies and reducing payment amounts for imaging procedures performed in the hospital outpatient setting. |
| • | disputes among payors as to which party is responsible for payment; |
| • | disparity in coverage among various payors; |
| • | disparity in information and billing requirements among payors; and |
| • | incorrect or missing billing information, which is required to be provided by the ordering physician. |
| • | we may not be able to control the amount and timing of resources that our collaborators may devote to our technology; |
| • | should a collaborator fail to comply with applicable laws, rules or regulations when performing services for us, we could be held liable for such violations; |
| • | our collaborators may have a shortage of qualified personnel, particularly radiologists who can review the medical images generated by the QT Breast Scanner and products and services under development including the Medical Scan as a Service, especially as we deploy additional devices and new products and the volume of scans increases; |
| • | we may be required to relinquish important rights, such as marketing and distribution rights; |
| • | business combinations or significant changes in a collaborator’s business strategy may adversely affect a collaborator’s willingness or ability to complete its obligations under any arrangement; |
| • | under certain circumstances, a collaborator could move forward with a competing product developed either independently or in collaboration with others, including our competitors; |
| • | our current or future collaborators may utilize our proprietary information in a way that could expose us to competitive harm; |
| • | our collaborators could obtain ownership or other control over intellectual property that is material to our business; and |
| • | collaborative arrangements are often terminated or allowed to expire, which could delay the ability to commercialize our technology. |
| • | our ability to provide incremental clinical and economic data that shows the safety and clinical efficacy and cost-effectiveness of, and patient benefits from, our products; |
| • | the availability of alternative products; |
| • | whether our products or the use thereof are included on insurance company formularies or coverage plans; |
| • | the willingness and ability of patients and the healthcare community to adopt our technologies; |
| • | customer demand; |
| • | liability risks generally associated with the use of new product candidates; |
| • | the training required to use a new product candidates; |
| • | perceived inadequacy of evidence supporting clinical benefits or cost-effectiveness over existing alternatives; |
| • | the convenience and ease of use of our products relative to other treatment methods; |
| • | the pricing and reimbursement of our products relative to other treatment methods; and |
| • | the marketing and distribution support for our products. |
| • | injury to our reputation; |
| • | costs of related litigation and substantial monetary awards to patients and others; |
| • | decreased demand for our products and services; |
| • | loss of revenue; and |
| • | the inability to commercialize future products. |
| • | our inability to demonstrate to the satisfaction of the FDA or the applicable regulatory entity or notified body that our product candidates are safe or effective for their intended uses; |
| • | the disagreement of the FDA or the applicable foreign regulatory body with the design or implementation of our clinical trials or the interpretation of data from pre-clinical studies or clinical trials; |
| • | serious and unexpected adverse effects experienced by participants in our clinical trials; |
| • | the data from our pre-clinical studies and clinical trials may be insufficient to support clearance or approval, where required; |
| • | our inability to demonstrate that the clinical and other benefits of the device outweigh the risks; |
| • | the manufacturing process or facilities we use may not meet applicable requirements; and |
| • | the potential for approval policies or regulations of the FDA or applicable foreign regulatory bodies to change significantly in a manner rendering our clinical data or regulatory filings insufficient for clearance or approval. |
| • | untitled letters or warning letters; |
| • | fines, injunctions, consent decrees and civil penalties; |
| • | recalls, termination of distribution, administrative detention, or seizure of our products; |
| • | customer notifications or repair, replacement or refunds; |
| • | operating restrictions or partial suspension or total shutdown of production; |
| • | delays in or refusal to grant our requests for future clearances or approvals or foreign marketing authorizations of new products, new intended uses, or modifications to existing products; |
| • | withdrawals or suspensions of product clearances or approvals, resulting in prohibitions on sales of our products; |
| • | FDA refusal to issue certificates to foreign governments needed to export products for sale in other countries; and |
| • | criminal prosecution. |
| • | The U.S. federal healthcare program Anti-Kickback Statute (the “ Anti-Kickback Statute |
and regulatory safe harbors available, and the range of interpretations to which they are subject, it is possible that some of our current or future practices might be challenged under one or more of these laws, including, without limitation, our Medical Scan as a Service model. QT Imaging’s compliance with Medicare and Medicaid regulations may be reviewed by federal or state agencies, including the OIG, CMS, and the U.S. Department of Justice, or may be subject to whistleblower lawsuits under federal and state false claims laws. |
| • | The federal civil False Claims Act prohibits, among other things, any person from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment of government funds, or knowingly making, using, or causing to be made or used, a false record or statement material to an obligation to pay money to the government or knowingly concealing or knowingly and improperly avoiding, decreasing, or concealing an obligation to pay money to the federal government. In recent years, several healthcare companies have faced enforcement actions under the federal False Claims Act for, among other things, allegedly providing free product to customers with the expectation that the customers would bill federal programs for the product or causing false claims to be submitted because of the company’s marketing the product for unapproved, and thus non-reimbursable, uses. False Claims Act liability is potentially significant in the healthcare industry because the statute provides for treble damages and mandatory penalties of tens of thousands of dollars per false claim or statement. Healthcare companies also are subject to other federal false claims laws, including, among others, federal criminal healthcare fraud and false statement statutes that extend tonon-government health benefit programs. |
| • | The Health Insurance Portability and Accountability Act of 1996 (“ HIPAA HITECH |
| • | The Physician Payment Sunshine Act, implemented as the Open Payments program, requires manufacturers of certain products reimbursed by Medicare, Medicaid, or the Children’s Health Insurance Program to track and report to the federal government payments and transfers of value that they make to physicians and teaching hospitals, certain other healthcare professionals beginning in 2022, group purchasing organizations, and ownership interests held by physicians and their families, and provides for public disclosures of these data. Manufacturers are required to submit annual reports to the government and failure to do so may result in civil monetary penalties for all payments, transfers of value and ownership or investment interests not reported in an annual submission, and may result in liability under other federal laws and regulations. |
| • | Many states have adopted laws and regulations analogous to the federal laws cited above, including state anti-kickback and false claims laws, which may apply to items or services reimbursed under Medicaid and other state programs or, in several states, regardless of the payer. Several states have enacted legislation requiring medical device companies to, among other things, establish marketing compliance programs; file periodic reports with the state, including reports on gifts and payments to individual health care providers; make periodic public disclosures on sales, marketing, pricing, clinical trials and other activities; and/or register their sales representatives. Some states prohibit specified sales and marketing practices, including the provision of gifts, meals, or other items to certain health care providers. |
| • | strengthen the rules on placing devices on the market and reinforce surveillance once they are available; |
| • | establish explicit provisions on manufacturers’ responsibilities for follow-up regarding the quality, performance and safety of devices placed on the market; |
| • | improve the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number; |
| • | set up a central database to provide patients, healthcare professionals and the public with comprehensive information on products available in the EU; and |
| • | strengthened rules for the assessment of certain high-risk devices, which may have to undergo an additional check by experts before they are placed on the market. |
| • | Imposes an annual excise tax of 2.3% on any entity that manufactures or imports medical devices offered for sale in the United States, which, through a series of legislative amendments, was suspended, effective January 1, 2016 and subsequently repealed altogether on December 20, 2019; |
| • | Establishes a new Patient-Centered Outcomes Research Institute to oversee and identify priorities in comparative clinical effectiveness research in an effort to coordinate and develop such research; and |
| • | Implements Medicare payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain healthcare services through bundled payment models. |
| • | inability to retain adequate numbers of effective sales and marketing personnel; |
| • | the lack of complementary products and services to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and |
| • | unforeseen costs and expenses associated with creating an independent sales and marketing organization; |
| • | generate widespread awareness, acceptance and adoption of our technology and future products or services; |
| • | develop new or enhanced technologies or features that improve the convenience, efficiency, safety or perceived safety, and productivity of our technology and future products or services; |
| • | properly identify customer needs and deliver new products or services or product enhancements to address those needs; |
| • | limit the time required from prototype development to commercial production; |
| • | limit the timing and cost of regulatory approvals; |
| • | attract and retain qualified personnel and collaborators; |
| • | protect our inventions with patents or otherwise develop proprietary products and processes; and |
| • | secure sufficient capital resources to expand both our continued research and development, and sales and marketing efforts. |
| • | changes in the valuation of our deferred tax assets and liabilities; |
| • | expected timing and amount of the release of any tax valuation allowances; |
| • | tax effects of stock-based compensation; |
| • | costs related to intercompany restructurings; |
| • | changes in tax laws, regulations or interpretations thereof; or |
| • | lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates. |
| • | the impact of the COVID-19 pandemic on our financial condition and the results of operations; |
| • | our operating and financial performance and prospects; |
| • | quarterly or annual earnings or those of other companies in our industry compared to market expectations; |
| • | conditions that impact demand for our products and/or services; |
| • | future announcements concerning our business, our clients’ businesses or our competitors’ businesses; |
| • | the public’s reaction to our press releases, other public announcements and filings with the SEC; |
| • | the market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company” under the Jumpstart Our Business Startups Act (the “ JOBS Act |
| • | the size of our public float; |
| • | coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; |
| • | market and industry perception of our success, or lack thereof, in pursuing our growth strategy; |
| • | strategic actions by us or our competitors, such as acquisitions or restructurings; |
| • | changes in laws or regulations which adversely affect our industry or us; |
| • | privacy and data protection laws, privacy or data breaches, or the loss of data; |
| • | changes in accounting standards, policies, guidance, interpretations or principles; |
| • | changes in senior management or key personnel; |
| • | issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock; |
| • | changes in our dividend policy; |
| • | adverse resolution of new or pending litigation against us; and |
| • | changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events. |
| • | a staggered board, which means that the Combined Company Board is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause; |
| • | limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes; |
| • | prohibition on stockholder action by written consent, which means that our stockholders are only able to take action at a meeting of stockholders and are not able to take action by written consent for any matter; |
| • | a forum selection clause, which means certain litigation against us can only be brought in Delaware; |
| • | the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and |
| • | advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. |
Units (GIAFU) | Warrants (GIAFW) | |||||||||||||||
High | Low | High | Low | |||||||||||||
Year Ended December 31, 2023 | ||||||||||||||||
Quarter ended March 31, 2023 | $ | 11.00 | $ | 10.24 | $ | 0.04 | $ | 0.02 | ||||||||
Quarter ended June 30, 2023 | $ | 10.65 | $ | 2.03 | $ | 0.03 | $ | 0.01 | ||||||||
Quarter ended September 30, 2023 | $ | 10.49 | $ | 10.49 | $ | 0.04 | $ | — | ||||||||
Quarter ended December 31, 2023 | $ | 10.49 | $ | 10.49 | $ | 0.05 | $ | 0.01 | ||||||||
| • | may significantly dilute the equity interest of investors in the Offering who would not have pre-emption rights in respect of any such issue; |
| • | may subordinate the rights of holders of common stock if the rights, preferences, designations and limitations attaching to the preferred shares are senior to those afforded our shares of common stock; |
| • | could cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
| • | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and |
| • | may adversely affect prevailing market prices for our shares of common stock. |
| • | default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations; |
| • | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
| • | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
| • | our inability to obtain necessary additional financing if any document governing such debt contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
| • | our inability to pay dividends on our shares of common stock; |
| • | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
| • | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
| • | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
| • | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
Common stock subject to possible redemption | ||||||||
Numerator: Earnings allocable to common stock subject to redemption | ||||||||
Interest earned on marketable securities held in Trust Account, net of taxes | $ | 1,107,741 | $ | 1,143,783 | ||||
Net income attributable to common stock subject to possible redemptions | $ | 1,107,741 | $ | 1,143,783 | ||||
Denominator: Weighted-average common shares subject to redemption | ||||||||
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption | 3,020,634 | 17,954,419 | ||||||
Basic and diluted net income per share, common stock subject to possible redemption | $ | 0.37 | $ | 0.06 | ||||
Non-Redeemable common stock | ||||||||
Numerator: Net loss minus net earnings - Basic and diluted | ||||||||
Net loss | $ | (4,024,591 | ) | $ | (2,774,307 | ) | ||
Less: net income attributable to common stock subject to redemption | (1,107,741 | ) | (1,143,783 | ) | ||||
Net loss attributable to non-redeemable common stock | $ | (5,132,332 | ) | $ | (3,918,090 | ) | ||
Denominator: Weighted-average non-redeemable common shares | ||||||||
Weighted-average non-redeemable common shares outstanding, basic and diluted | 6,540,000 | 6,540,000 | ||||||
Net loss per share, non-redeemable common stock, basic and diluted | $ | (0.78 | ) | $ | (0.60 | ) | ||
| 8 0 | ||||
| 8 1 | ||||
| 8 2 | ||||
| 8 3 | ||||
| 8 4 | ||||
8 5 | ||||
December 31, 2023 | December 31, 2022 | |||||||
ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 2,438 | $ | 78,196 | ||||
| Prepaid expenses and other current assets | 94,008 | 172,508 | ||||||
| Total current assets | 96,446 | 250,704 | ||||||
| Cash and marketable securities held in Trust Account | 23,302,116 | 41,561,656 | ||||||
| Interest receivable on cash and marketable securities held in the Trust Account | — | 133,211 | ||||||
TOTAL ASSETS | $ | 23,398,562 | $ | 41,945,571 | ||||
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 767,615 | $ | 195,064 | ||||
| Accrued legal fees | 3,500,000 | 2,157,037 | ||||||
| Accrued liabilities | 893,830 | 103,344 | ||||||
| Payable to related parties | 1,610,875 | 781,561 | ||||||
| Note payable to related party | 1,564,673 | 603,880 | ||||||
| Note payable to related party at fair value | 1,506,389 | 257,492 | ||||||
| Other current liabilities | 79,162 | 88,021 | ||||||
| Deferred underwriting fee payable - current | 2,760,000 | — | ||||||
| Total current liabilities | 12,682,544 | 4,186,399 | ||||||
| Warrant liability | 7,950 | 31,800 | ||||||
| Deferred underwriting fee payable | — | 9,200,000 | ||||||
Total liabilities | 12,690,494 | 13,418,199 | ||||||
Commitments and contingencies (Note 6) | ||||||||
| Common stock subject to possible redemption, 2,114,978 shares, at a redemption value of $10.98 per share, and 4,014,050 shares, at a redemption value of $10.37 per share, as of December 31, 2023 and 2022, respectively | 23,222,954 | 41,606,846 | ||||||
Stockholders’ deficit | ||||||||
| Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding | — | — | ||||||
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 6,545,000 shares issued and outstanding as of December 31, 202 3 and 2022 | 655 | 655 | ||||||
Additional paid-in capital | 4,589,179 | — | ||||||
| Accumulated deficit | (17,104,720 | ) | (13,080,129 | ) | ||||
Total stockholders’ deficit | (12,514,886 | ) | (13,079,474 | ) | ||||
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT | $ | 23,398,562 | $ | 41,945,571 | ||||
Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
Revenues | $ | — | $ | — | ||||
| General and administrative expenses | 4,927,599 | 4,279,100 | ||||||
Loss from operations | (4,927,599 | ) | (4,279,100 | ) | ||||
| Other income (expense) | ||||||||
| Other income | 14,953 | 384,108 | ||||||
| Interest expense | (219,686 | ) | (23,098 | ) | ||||
| Interest income on cash and marketable securities held in Trust Account | 1,526,860 | 1,630,398 | ||||||
| Loss before provision for income taxes | (3,605,472 | ) | (2,287,692 | ) | ||||
| Provision for income taxes | 419,119 | 486,615 | ||||||
Net loss and comprehensive loss | $ | (4,024,591 | ) | $ | (2,774,307 | ) | ||
| Net income attributable to common stock subject to possible redemption | $ | 1,107,741 | $ | 1,143,783 | ||||
| Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption | 3,020,634 | 17,954,419 | ||||||
| Basic and diluted net income per share, common stock subject to possible redemption | $ | 0.37 | $ | 0.06 | ||||
| Net loss attributable to common stockholders | $ | (5,132,332 | ) | $ | (3,918,090 | ) | ||
| Weighted-average common shares outstanding, basic and diluted | 6,540,000 | 6,540,000 | ||||||
Net loss per share common share, basic and diluted | $ | (0.78 | ) | $ | (0.60 | ) | ||
Common Stock | Additional Paid- InCapital | |||||||||||||||||||
Shares | Amount | Accumulated Deficit | Stockholders’ Deficit | |||||||||||||||||
| Balance as of January 1, 2022 | 6,545,000 | $ | 655 | $ | — | $ | (8,918,893 | ) | $ | (8,918,238 | ) | |||||||||
| Debt discount on note payable to related party | — | — | 54,034 | — | 54,034 | |||||||||||||||
| Shares subject to redemption | — | — | (1,440,963 | ) | — | (1,440,963 | ) | |||||||||||||
Reclass of negative additional paid-in capital to accumulated deficit | — | — | 1,386,929 | (1,386,929 | ) | — | ||||||||||||||
| Net loss | — | — | — | (2,774,307 | ) | (2,774,307 | ) | |||||||||||||
| Balance as of December 31, 2022 | 6,545,000 | 655 | — | (13,080,129 | ) | (13,079,474 | ) | |||||||||||||
| Debt discount on note payable to related party | — | — | 245,253 | — | 245,253 | |||||||||||||||
Excise tax liability accrued for common stock redemptions | — | — | (202,341 | ) | — | (202,341 | ) | |||||||||||||
| Shares subject to redemption | — | — | (1,893,733 | ) | — | (1,893,733 | ) | |||||||||||||
| Adjustment to deferred underwriting fees | — | — | 6,440,000 | — | 6,440,000 | |||||||||||||||
| Net loss | — | — | — | (4,024,591 | ) | (4,024,591 | ) | |||||||||||||
| Balance as of December 31, 2023 | 6,545,000 | $ | 655 | $ | 4,589,179 | $ | (17,104,720 | ) | $ | (12,514,886 | ) | |||||||||
Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (4,024,591 | ) | $ | (2,774,307 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Change in fair value of warrant liability and related party note | (14,953 | ) | (384,108 | ) | ||||
| Interest earned on cash and marketable securities held in Trust Account | (1,526,860 | ) | (1,630,398 | ) | ||||
| Amortization on debt discount on note payable to related party | 219,686 | 17,914 | ||||||
| Change in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | 78,500 | 567,733 | ||||||
| Other long-term assets | — | 165,230 | ||||||
| Payable to related parties | 829,314 | 708,704 | ||||||
| Accounts payable | 572,551 | 166,964 | ||||||
| Accrued legal fees | 1,342,963 | 1,931,891 | ||||||
| Accrued liabilities | 588,145 | (117,411 | ) | |||||
| Other current liabilities | (8,859 | ) | 86,238 | |||||
| Net cash used in operating activities | (1,944,104 | ) | (1,261,550 | ) | ||||
INVESTING ACTIVITIES | ||||||||
Investm en t of cash in Trust Account, net | (920,000 | ) | (640,000 | ) | ||||
| Cash withdrawn from Trust Account | 20,839,611 | 192,881,509 | ||||||
| Net cash provided by investing activities | 19,919,611 | 192,241,509 | ||||||
FINANCING ACTIVITIES | ||||||||
| Borrowings from related parties | 986,360 | 640,000 | ||||||
| Borrowings from related parties at fair value | 1,240,000 | 260,000 | ||||||
| Redemption of Public Units | (20,277,625 | ) | (192,138,312 | ) | ||||
| Payment of offering costs | — | (85,000 | ) | |||||
| Net cash used in financing activities | (18,051,265 | ) | (191,323,312 | ) | ||||
| Net decrease in cash during period | (75,758 | ) | (343,353 | ) | ||||
| Cash, beginning of period | 78,196 | 421,549 | ||||||
| Cash, end of period | $ | 2,438 | $ | 78,196 | ||||
SUPPLEMENTAL DISCLOSURES | ||||||||
| Cash paid for income taxes | $ | 427,977 | $ | 400,377 | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | ||||||||
| Change in value of common stock subject to possible redemption | $ | 1,893,733 | $ | 1,440,963 | ||||
| Excise tax liability accrued for stock redemptions | $ | 202,341 | $ | — | ||||
Waiver of deferred underwriting fees | $ | 6,440,000 | $ | — | ||||
| Debt discount on note payable to related party | $ | 245,253 | $ | 54,034 | ||||
Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
Common stock subject to possible redemption | ||||||||
| Numerator: Earnings allocable to common stock subject to redemption | ||||||||
| Interest earned on marketable securities held in Trust Account, net of taxes | $ | 1,107,741 | $ | 1,143,783 | ||||
| Net income attributable to common stock subject to possible redemptions | $ | 1,107,741 | $ | 1,143,783 | ||||
| Denominator: Weighted-average common shares subject to redemption | ||||||||
| Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption | 3,020,634 | 17,954,419 | ||||||
| Basic and diluted net income per share, common stock subject to possible redemption | $ | 0.37 | $ | 0.06 | ||||
Non-Redeemable common stock | ||||||||
| Numerator: Net loss minus net earnings - Basic and diluted | ||||||||
| Net loss | $ | (4,024,591 | ) | $ | (2,774,307 | ) | ||
| Less: net income attributable to common stock subject to redemption | (1,107,741 | ) | (1,143,783 | ) | ||||
Net loss attributable to non-redeemable common stock | $ | (5,132,332 | ) | $ | (3,918,090 | ) | ||
Denominator: Weighted-average non-redeemable common shares | ||||||||
Weighted-average non-redeemable common shares outstanding, basic and diluted | 6,540,000 | 6,540,000 | ||||||
Net loss per share, non-redeemable common stock, basic and diluted | $ | (0.78 | ) | $ | (0.60 | ) | ||
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| Level 3: | Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. | |
Description: | Level | December 31, 2023 | December 31, 2022 | |||||||||
| Assets: | ||||||||||||
M arketable securities held in Trust Account | 1 | $ | — | $ | 41,561,656 | |||||||
| Liabilities: | ||||||||||||
| Warrant liability | 2 | $ | 7,950 | $ | 31,800 | |||||||
| Note payable to related party at fair value | 3 | $ | 1,506,389 | $ | 257,492 | |||||||
Assumptions | At Issuance | As of December 31, 2023 | As of December 31, 2022 | |||
| Expected term | 0.7 - 0.8 | 0.7 | 0.9 | |||
| Volatility | 65% | 65.0% | 65.0% | |||
| Risk free rate | 4.5% - 5.5% | 5.1% | 4.7% | |||
| Discount rate | 9.7% - 25.8% | 11.3% | 24.4 % - 29.4% | |||
| Probability of conversion | 25.0% - 55.0% | 25.0% | 65.0% |
Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
| Fair value - beginning of period | $ | 257,492 | $ | — | ||||
| Additions | 1,240,000 | 260,000 | ||||||
| Change in fair value | 8,897 | (2,508 | ) | |||||
Fair value - en d of period | $ | 1,506,389 | $ | 257,492 | ||||
Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
| Domestic | $ | (3,605,472 | ) | $ | (2,287,692 | ) | ||
| Foreign | — | — | ||||||
| Total | $ | (3,605,472 | ) | $ | (2,287,692 | ) | ||
Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
Current: | ||||||||
| Federal | $ | 285,990 | $ | 342,216 | ||||
| State and local | 133,129 | 144,399 | ||||||
| Foreign | — | — | ||||||
| Total current | 419,119 | 486,615 | ||||||
| Deferred: | ||||||||
| Federal | — | — | ||||||
| State and local | — | — | ||||||
| Foreign | — | — | ||||||
| Total deferred | — | — | ||||||
| Total provision for income taxes | $ | 419,119 | $ | 486,615 | ||||
Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
| Statutory income tax benefit | $ | (757,149 | ) | $ | (480,415 | ) | ||
| State income taxes, net of federal | (236,036 | ) | (184,760 | ) | ||||
| Warrant and note payable revaluation | 47,377 | (75,812 | ) | |||||
Valuation allowance on start-up costs | 1,364,927 | 1,227,602 | ||||||
| Provision for income taxes | $ | 419,119 | $ | 486,615 | ||||
December 31, 2023 | December 31, 2022 | |||||||
Deferred tax assets: | ||||||||
Start-up costs | $ | 2,895,226 | $ | 1,530,299 | ||||
| Valuation allowance | (2,895,226 | ) | (1,530,299 | ) | ||||
| Net deferred tax assets (liabilities) | $ | — | $ | — | ||||
Name | Age | Position | ||
| Dr. Avi S. Katz | 65 | Executive Chairman of the Board of Directors | ||
| Dr. Raluca Dinu | 50 | Director, President, Chief Executive Officer and Secretary | ||
| Dorothy D. Hayes | 73 | Director | ||
| Karen Rogge | 68 | Director | ||
| Raanan I. Horowitz | 63 | Director | ||
| Brad Weightman | 69 | Treasurer and Chief Financial Officer |
| • | assisting the Board of Directors in the oversight of (1) the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company, (2) the preparation and integrity of the financial statements of the Company, (3) the compliance by the Company with financial statement and regulatory requirements, (4) the performance of the Company’s internal finance and accounting personnel and its independent registered public accounting firm, and (5) the qualifications and independence of the Company’s independent registered public accounting firm; |
| • | reviewing with each of the internal auditors and independent registered public accounting firm the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of staffing and compensation. |
| • | reviewing and discussing with management and internal auditors the Company’s system of internal control and discussing with the independent registered public accounting firm any significant matters regarding internal controls over financial reporting that have come to its attention during the conduct of its audit; |
| • | reviewing and discussing with management, internal auditors and the independent registered public accounting firm the Company’s financial and critical accounting practices, and policies relating to risk assessment and management; |
| • | receiving and reviewing reports of the independent registered public accounting firm discussing 1) all critical accounting policies and practices to be used in the independent registered public accounting firm’s audit of the Company’s financial statements, 2) all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm, and 3) other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences; |
| • | reviewing and discussing with management and the independent registered public accounting firm the annual and quarterly financial statements and section entitled “ Management’s Discussion and Analysis of Financial Conditions and Results of Operations 10-K and Quarterly Reports on Form10-Q; |
| • | reviewing, or establishing, standards for the type of information and the type of presentation of such information to be included in, earnings press releases and earnings guidance provided to analysts and rating agencies; |
| • | discussing with management and the independent registered public accounting firm any changes in Company’s critical accounting principles and the effects of alternative GAAP methods, off-balance sheet structures and regulatory and accounting initiatives; |
| • | reviewing material pending legal proceedings involving the Company and other contingent liabilities; |
| • | meeting periodically with the Chief Executive Officer, Chief Financial Officer, the senior internal auditing executive and the independent registered public accounting firm in separate executive sessions to discuss results of examinations; |
| • | reviewing and approving all transactions between the Company and related parties or affiliates of the officers of the Company requiring disclosure under Item 404 of Regulation S-K prior to the Company entering into such transactions; |
| • | establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees or contractors of concerns regarding questionable accounting or accounting matters; |
| • | reviewing periodically with the Company’s management, independent registered public accounting firm and outside legal counsel (i) legal and regulatory matters which may have a material effect on the financial statements, and (ii) corporate compliance policies or codes of conduct, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding the Company’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; and |
| • | establishing policies for the hiring of employees and former employees of the independent registered public accounting firm. |
| • | reviewing the performance of the Chief Executive Officer and executive management; |
| • | assisting the Board of Directors in developing and evaluating potential candidates for executive positions (including Chief Executive Officer); |
| • | reviewing and approving goals and objectives relevant to the Chief Executive Officer and other executive officer compensation, evaluate the Chief Executive Officer’s and other executive officers’ performance in light of these corporate goals and objectives, and set Chief Executive Officer and other executive officer compensation levels consistent with its evaluation and the company philosophy; |
| • | approving the salaries, bonus and other compensation for all executive officers; |
| • | reviewing and approving compensation packages for new corporate officers and termination packages for corporate officers as requested by management; |
| • | reviewing and discussing with the Board of Directors and senior officers plans for officer development and corporate succession plans for the Chief Executive Officer and other senior officers; |
| • | reviewing and making recommendations concerning executive compensation policies and plans; |
| • | reviewing and recommending to the Board of Directors the adoption of or changes to the compensation of the Company’s directors; |
| • | reviewing and approving the awards made under any executive officer bonus plan, and provide an appropriate report to the Board of Directors; |
| • | reviewing and making recommendations concerning long-term incentive compensation plans, including the use of stock options and other equity-based plans, and, except as otherwise delegated by the Board of Directors, acting on as the “Plan Administrator” for equity-based and employee benefit plans; |
| • | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s executive officers and employees; |
| • | reviewing periodic reports from management on matters relating to the Company’s personnel appointments and practices; |
| • | assisting management in complying with the Company’s proxy statement and annual report disclosure requirements; |
| • | issuing an annual report of the Compensation Committee on Executive Compensation for the Company’s annual proxy statement in compliance with applicable SEC rules and regulations; |
| • | annually evaluating the Committee’s performance and the committee’s charter and recommending to the Board of Directors any proposed changes to the charter or the committee; and |
| • | undertaking all further actions and discharge all further responsibilities imposed upon the Committee from time to time by the Board of Directors, the federal securities laws or the rules and regulations of the SEC. |
| • | developing and recommending to the Board of Directors the criteria for appointment as a director; |
| • | identifying, considering, recruiting and recommending candidates to fill new positions on the Board of Directors; |
| • | reviewing candidates recommended by stockholders; |
| • | conducting the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates; and |
| • | recommending director nominees for approval by the Board of Directors and election by the stockholders at the next annual meeting. |
| • | None of our management team is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. |
| • | In the course of their other business activities, our Sponsor and management team may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. However, our management teams have agreed to present to us all suitable target business opportunities, subject to any fiduciary or contractual obligations. |
| • | Unless we consummate our initial business combination, our management team and Sponsor will not receive reimbursement for any out-of-pocket |
| • | The Founder Shares and Private Placement Shares will be released from lockup only if an initial business combination is successfully completed, and the private warrants and private rights will expire worthless if an initial business combination is not consummated. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is appropriate for effecting an initial business combination. |
| • | Drs. Katz and Dinu, our independent directors, which are a married couple, Mr. Horowitz and Ms. Hayes, and Mr. Weightman, our Treasurer and Chief Financial Officer, each has a financial/voting interest in our Sponsor that entitles each of them to participate in any economic return that the Sponsor receives for its investment in the Company in accordance with terms negotiated with the other holders of financial/voting interests in our Sponsor. |
| • | the corporation could financially undertake the opportunity; |
| • | the opportunity is within the corporation’s line of business; and |
| • | it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Individual | Entity | Entity’s Business | Affiliation | |||
| Dr. Avi S. Katz | GigFounders, LLC | Consulting and Investment | Founder and managing member | |||
| GIG4L, LLC | Investment | Co-Founder and managing member | ||||
| GigManagement, LLC | Management Company | Founder and managing member | ||||
| GigAcquisitions, LLC | PPE (SPAC) sponsorship | Founder and manager | ||||
| GigAcquisitions2, LLC | PPE (SPAC) sponsorship | Founder and manager | ||||
| UpHealth, Inc. | Digital Healthcare | Chairman of Board of Directors | ||||
| GigAcquisitions3, LLC | PPE (SPAC) sponsorship | Founder and manager | ||||
| GigAcquisitions4, LLC | PPE (SPAC) sponsorship | Founder and manager | ||||
| BigBear.ai Holdings, Inc. | Artificial Intelligence | Director | ||||
| GigAcquisitions5, LLC | PPE (SPAC) sponsorship | Founder and manager | ||||
| Dr. Raluca Dinu | UpHealth, Inc. | Digital Healthcare | Director | |||
| BigBear.ai Holdings, Inc. | Artificial Intelligence | Director | ||||
| GigManagement, LLC | Management Company | Founder and managing member | ||||
| GIG4L, LLC | Investment | Co-Founder and managing member | ||||
| Dorothy D. Hayes | First Tech Federal Credit Union | Credit Union | Director | |||
| Intevac, Inc. | Thin Film Processing Equipment | Director and Chair of the Audit Committee | ||||
| CoGenerate (formerlyEncore.org) | Innovation Nonprofit | Director | ||||
| BigBear.ai Holdings, Inc. | Artificial Intelligence | Director and Chair of the Audit Committee | ||||
| Karen Rogge (1) | Onto Innovation, Inc. | Semiconduction Equipment | Director | |||
| RYN Group, LLC | Management Consulting | President | ||||
| Raanan I. Horowitz | Elbit Systems of America | Defense and Aviation | Chief Executive Officer and Director | |||
| BigBear.ai Holdings, Inc. | Artificial Intelligence | Director | ||||
| (1) | Karen Rogge was appointed to the board on February 7, 2023. |
Director | Quarterly Compensation | |||
Dr. Avi Katz | $ | 30,000 | ||
Dr. Raluca Dinu | $ | 30,000 | ||
Dorothy D. Hayes | $ | 15,000 | ||
Raanan I. Horowitz | $ | 12,000 | ||
Karen Rogge | $ | — | ||
Name and principal position | Year | Salary | Bonus | Stock Awards | Option Awards | Nonequity incentive plan compensation | Nonqualified deferred compensation earnings | All other compensation (1) | Total | |||||||||||||||||||||||||
Dr. Avi S. Katz, Executive Chairman of the Board of Directors (Principal Executive Officer) | January 1, 2023 through December 31, 2023 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 120,000 | $ | 120,000 | |||||||||||||||||
Dr. Raluca Dinu, Director, President, Chief Executive Officer and Secretary (Principal Executive Officer) | January 1, 2023 through December 31, 2023 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 120,000 | $ | 120,000 | |||||||||||||||||
Brad Weightman, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | January 1, 2023 through December 31, 2023 | $ | 180,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 180,000 | |||||||||||||||||
| (1) | Advisory fees to be paid to directors for board committee service and administrative and analytical services, including certain activities on the Company’s behalf, such as identifying and investigating possible business targets and business combinations. All such amounts were unpaid as of December 31, 2023. |
Name | Fees earned or paid in cash | Stock Awards | Option Awards | Nonequity incentive plan compensation | Change in pension value and nonqualified deferred compensation earnings | All other compensation (1) | Total | |||||||||||||||||||||
Dorothy D. Hayes, Independent Director and Chairwoman of the Audit Committee | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 60,000 | $ | 60,000 | ||||||||||||||
Raanan I. Horowitz, Independent Director and Chairman of the Nominating and Corporate Governance Committee | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 48,000 | $ | 48,000 | ||||||||||||||
| (1) | Advisory fees were paid to directors for board committee service and administrative and analytical services, including certain activities on the Company’s behalf, such as identifying and investigating possible business targets and business combinations. All such amounts were unpaid as of December 31, 2023. |
| • | each person known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock prior to the closing of the Business Combination; |
| • | each of our directors and executive officers as of immediately prior to the closing of the Business Combination; and |
| • | all directors and executive officers as a group as of immediately prior to the closing of the Business Combination. |
Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned | Approximate Percentage of Outstanding Common Stock (2) | ||||||
GigAcquisitions5, LLC (3) | 6,530,000 | (4) | 75.4 | % | ||||
Dr. Avi S. Katz (3) | 6,530,000 | (4) | 75.4 | % | ||||
Dr. Raluca Dinu | — | — | ||||||
Dorothy D. Hayes | — | — | ||||||
Karen Rogge | — | — | ||||||
Raanan I. Horowitz | — | — | ||||||
Brad Weightman | — | — | ||||||
All directors and officers as a group prior to the business combination (6 individuals) | 6,530,000 | 75.4 | % | |||||
| * | Less than one percent |
| (1) | Unless otherwise indicated, the business address of each of the individuals is 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303. |
| (2) | Based on 8,657,593 shares of common stock outstanding as of December 31, 2023. |
| (3) | Represents shares held by our Sponsor. The shares held by our Sponsor are beneficially owned by Dr. Avi S. Katz, our Executive Chairman, Secretary, President, and Chief Executive Officer, and the manager of our Sponsor, who has sole voting and dispositive power over the shares held by our Sponsor. |
| (4) | Include 795,000 shares of common stock underlying Private Placement Units. |
Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
Audit Fees (1) | $ | 337,666 | $ | 87,740 | ||||
Audit-Related Fees (2) | — | — | ||||||
Tax Fees (3) | | — | | 7,800 | ||||
All Other Fees (4) | — | — | ||||||
Total | $ | 337,666 | $ | 95,540 | ||||
| (1) | Audit Fees. Audit fees consist of fees billed and to be billed for professional services rendered for the audit of our year-end financial statements, reviews of our condensed financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. |
| (2) | Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards, including permitted due diligence services related to a potential business combination. |
| (3) | Tax Fees. Tax fees consist of fees billed for professional services relating to a tax consulting project. |
| (4) | All Other Fees. All other fees consist of fees billed for all other services. |
| (a) | The following documents are filed as part of this Annual Report on Form 10-K: |
| (b) | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. |
| * | Previously filed and incorporated herein by reference. |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
| ‡ | This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. |
| QT Imaging Holdings, Inc. | ||||||
| Date: March 22, 2024 | By: | /s/ Dr. Raluca Dinu | ||||
| Dr. Raluca Dinu | ||||||
| Chief Executive Officer | ||||||
Name | Title | Date | ||
/s/ Dr. Raluca Dinu | Chief Executive Officer (Principal Executive Officer) | March 22, 2024 | ||
| Dr. Raluca Dinu | ||||
/s/ Anastas Budagov | Chief Financial Officer (Principal Financial and Accounting Officer) | March 22, 2024 | ||
| Anastas Budagov | ||||
/s/ Dr. Avi S. Katz | Chairman of the Board of Directors | March 22, 2024 | ||
| Dr. Avi S. Katz | ||||
/s/ Dr. John Klock | Director | March 22, 2024 | ||
| Dr. John Klock | ||||
/s/ Daniel Dickson | Director | March 22, 2024 | ||
| Daniel Dickson | ||||
/s/ Zeev Weiner | Director | March 22, 2024 | ||
| Zeev Weiner | ||||
/s/ James Greene | Director | March 22, 2024 | ||
| James Greene | ||||
/s/ Ross Taylor | Director | March 22, 2024 | ||
| Ross Taylor | ||||
