Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2024 | |
Document Information [Line Items] | |
Document Type | S-1/A |
Amendment Flag | false |
Entity Registrant Name | QT Imaging Holdings, Inc. |
Entity Central Index Key | 0001844505 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-1728920 |
Entity Address, Address Line One | 3 Hamilton Landing |
Entity Address, Address Line Two | Suite 160 |
Entity Address, City or Town | Novato |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94949 |
City Area Code | 650 |
Local Phone Number | 276-7040 |
Contact Personnel Name | Dr. Raluca Dinu |
Entity Primary SIC Number | 6770 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Current assets: | |||||
Cash | $ 5,620,231 | $ 164,686 | $ 455,076 | ||
Restricted cash and cash equivalents | 20,000 | 20,000 | 20,000 | ||
Accounts receivable, net | 482,357 | 1,290 | 0 | ||
Inventory | 4,116,228 | 4,418,197 | 4,778,906 | ||
Prepaid expenses and other current assets | 1,195,289 | 214,979 | 98,876 | ||
Total current assets | 11,434,105 | 4,819,152 | 5,352,858 | ||
Property and equipment, net | 154,073 | 490,920 | 497,747 | ||
Intangible assets, net | 43,669 | 90,139 | 276,020 | ||
Operating lease right-of-use assets, net | 1,186,815 | 1,267,121 | 1,572,323 | ||
Other assets | 39,150 | 39,150 | 49,150 | ||
Total assets | 12,857,812 | 6,706,482 | 7,748,098 | ||
Current liabilities: | |||||
Accounts payable | 711,773 | 1,355,512 | 407,413 | ||
Accrued expenses and other current liabilities | 2,813,262 | 369,651 | 368,366 | ||
Related party notes payable | 0 | 705,000 | 0 | ||
Current maturities of long-term debt | 130,698 | 4,199,362 | 129,057 | ||
Deferred revenue | 343,651 | 347,619 | 0 | ||
Operating lease liabilities, current | 372,010 | 361,305 | 313,448 | ||
Accrued legal fees | 100,000 | 0 | |||
Total current liabilities | 4,371,394 | 7,338,449 | 1,218,284 | ||
Long-term debt | 3,330,692 | 95,982 | 2,652,611 | ||
Related party notes payable | 5,408,725 | 3,143,725 | 3,343,725 | ||
Operating lease liabilities | 966,253 | 1,062,633 | 1,423,938 | ||
Warrant liability | 32,017 | 0 | |||
Derivative liability | 2,137,800 | 0 | |||
Earnout liability | 1,060,000 | 0 | |||
Other liabilities | 465,081 | 377,772 | 617,117 | ||
Total liabilities | 17,771,962 | 12,018,561 | 9,255,675 | ||
Commitments and contingencies | |||||
Stockholders' deficit: | |||||
Preferred stock | 0 | 0 | 0 | ||
Common stock | 2,144 | [1] | 958 | [1] | 27,580 |
Additional paid-in capital | 17,152,441 | [1] | 12,457,108 | [1] | 10,136,037 |
Accumulated deficit | (22,068,735) | (17,770,145) | (11,671,194) | ||
Total stockholders' deficit | (4,914,150) | (5,312,079) | (1,507,577) | ||
Total liabilities and stockholders' deficit | $ 12,857,812 | 6,706,482 | 7,748,098 | ||
Previously Reported [Member] | |||||
Stockholders' deficit: | |||||
Common stock | 27,941 | ||||
Additional paid-in capital | 12,430,125 | ||||
GIGCAPITAL5, INC [Member] | |||||
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 | 0 | 133,211 | |||
Total assets | 23,398,562 | 41,945,571 | |||
Current liabilities: | |||||
Accounts payable | 767,615 | 195,064 | |||
Accrued expenses and other current liabilities | 893,830 | 103,344 | |||
Note payable to related party | 1,564,673 | 603,880 | |||
Related party notes payable | 1,506,389 | 257,492 | |||
Accrued legal fees | 3,500,000 | 2,157,037 | |||
Payable to related parties | 1,610,875 | 781,561 | |||
Other current liabilities | 79,162 | 88,021 | |||
Deferred underwriting fee payable - current | 2,760,000 | 0 | |||
Total current liabilities | 12,682,544 | 4,186,399 | |||
Warrant liability | 7,950 | 31,800 | |||
Deferred underwriting fee payable | 0 | 9,200,000 | |||
Total liabilities | 12,690,494 | 13,418,199 | |||
Commitments and contingencies | |||||
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 | 0 | 0 | |||
Common stock | 655 | 655 | |||
Additional paid-in capital | 4,589,179 | 0 | |||
Accumulated deficit | (17,104,720) | (13,080,129) | |||
Total stockholders' deficit | (12,514,886) | (13,079,474) | |||
Total liabilities and stockholders' deficit | $ 23,398,562 | $ 41,945,571 | |||
[1]Amounts as of December 31, 2023 differ from those in prior year consolidated financial statements as they were retrospectively adjusted as a result of the accounting or the Business Combination (as defined in the Notes to Condensed Consolidated Financial Statements). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in dollars per share) | 500,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares, issued (in shares) | 21,437,216 | 9,575,925 | 27,580,040 |
Common stock, shares, outstanding (in shares) | 21,437,216 | 9,575,925 | 27,580,040 |
Previously Reported [Member] | |||
Common stock, shares, issued (in shares) | 27,941,290 | ||
Common stock, shares, outstanding (in shares) | 27,941,290 | ||
GIGCAPITAL5, INC [Member] | |||
Redeemable common stock, shares | 2,114,978 | 4,014,050 | |
Redeemable common stock, price per share | $ 10.98 | $ 10.37 | |
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in dollars per share) | 100,000,000 | 100,000,000 | |
Common stock, shares, issued (in shares) | 6,545,000 | 6,545,000 | |
Common stock, shares, outstanding (in shares) | 6,545,000 | 6,545,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||
Revenue | $ 1,362,163 | $ 7,564 | $ 40,355 | $ 708,244 | ||
Cost of revenue | 602,083 | 46,577 | 134,988 | 556,925 | ||
Gross profit (loss) | 760,080 | (39,013) | (94,633) | 151,319 | ||
Operating expenses: | ||||||
Research and development | 642,546 | 421,887 | 1,485,636 | 2,386,086 | ||
Selling, general and administrative | 5,696,211 | 1,291,765 | 3,427,690 | 3,551,527 | ||
Total operating expenses | 6,338,757 | 1,713,652 | 4,913,326 | 5,937,613 | ||
Loss from operations | (5,578,677) | (1,752,665) | (5,007,959) | (5,786,294) | ||
Other expenses | (20,931) | 0 | (544,566) | 0 | ||
Change in fair value of warrant liability | (23,123) | 0 | 0 | (108,100) | ||
Change in fair value of derivative liability | 2,983,100 | 0 | ||||
Change in fair value of earnout liability | (1,060,000) | 0 | ||||
Interest expense, net | (598,959) | (130,282) | (544,826) | (468,174) | ||
Loss before income tax expense | (4,298,590) | (1,882,947) | (6,097,351) | (6,254,468) | ||
Provision for income taxes expense | 1,600 | 1,600 | ||||
Net loss and comprehensive loss | $ (4,298,590) | $ (1,882,947) | $ (6,098,951) | $ (6,256,068) | ||
Net loss per share, basic (in dollars per share) | $ (0.33) | [1] | $ (0.2) | [1] | $ (0.22) | $ (0.23) |
Net loss per share, diluted (in dollars per share) | $ (0.33) | [1] | $ (0.2) | [1] | $ (0.22) | $ (0.23) |
Weighted-average number of common shares used in computing net loss per common share, basic (in shares) | 13,225,553 | [1] | 9,517,098 | [1] | 27,815,913 | 27,364,975 |
Weighted-average number of common shares used in computing net loss per common share, diluted (in shares) | 13,225,553 | [1] | 9,517,098 | [1] | 27,815,913 | 27,364,975 |
GIGCAPITAL5, INC [Member] | ||||||
Revenue | $ 0 | $ 0 | ||||
General and administrative expenses | 4,927,599 | 4,279,100 | ||||
Operating expenses: | ||||||
Loss from operations | (4,927,599) | (4,279,100) | ||||
Other expenses | 14,953 | 384,108 | ||||
Interest expense, net | (219,686) | (23,098) | ||||
Interest income on cash and marketable securities held in Trust Account | 1,526,860 | 1,630,398 | ||||
Loss before income tax expense | (3,605,472) | (2,287,692) | ||||
Provision for income taxes expense | 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 | ||||
Net loss attributable to common stockholders | $ (5,132,332) | $ (3,918,090) | ||||
Net loss per share, basic (in dollars per share) | $ (0.78) | $ (0.6) | ||||
Net loss per share, diluted (in dollars per share) | $ (0.78) | $ (0.6) | ||||
Weighted-average number of common shares used in computing net loss per common share, basic (in shares) | 6,540,000 | 6,540,000 | ||||
Weighted-average number of common shares used in computing net loss per common share, diluted (in shares) | 6,540,000 | 6,540,000 | ||||
Common Stock Subject to Possible Redemption | ||||||
Operating expenses: | ||||||
Net loss per share, basic (in dollars per share) | $ 0.37 | $ 0.06 | ||||
Weighted-average number of common shares used in computing net loss per common share, basic (in shares) | 3,020,634 | 17,954,419 | ||||
Common Stock Subject to Possible Redemption | GIGCAPITAL5, INC [Member] | ||||||
Operating expenses: | ||||||
Net income attributable to common stock subject to possible redemption | $ 1,107,741 | $ 1,143,783 | ||||
Net loss per share, basic (in dollars per share) | $ 0.37 | $ 0.06 | ||||
Net loss per share, diluted (in dollars per share) | $ 0.37 | $ 0.06 | ||||
Weighted-average number of common shares used in computing net loss per common share, basic (in shares) | 3,020,634 | 17,954,419 | ||||
Weighted-average number of common shares used in computing net loss per common share, diluted (in shares) | 3,020,634 | 17,954,419 | ||||
[1]Amounts as of December 31, 2023 and before that date differ from those in prior year consolidated financial statements as they were retrospectively adjusted as a result of the accounting or the Business Combination (as defined in the Notes to Condensed Consolidated Financial Statements). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Revision of Prior Period, Adjustment | Revision of Prior Period, Adjustment Common Stock | Revision of Prior Period, Adjustment Additional Paid-in Capital | Adjusted, Beginning of Period [Member] | [1] | Adjusted, Beginning of Period [Member] Common Stock | [1] | Adjusted, Beginning of Period [Member] Additional Paid-in Capital | [1] | Adjusted, Beginning of Period [Member] Accumulated Deficit | [1] | Convertible Notes Payable | Convertible Notes Payable Common Stock | Convertible Notes Payable Additional Paid-in Capital | Bridge Loan | Bridge Loan Common Stock | Bridge Loan Additional Paid-in Capital | GIGCAPITAL5, INC [Member] | GIGCAPITAL5, INC [Member] Common Stock | GIGCAPITAL5, INC [Member] Additional Paid-in Capital | GIGCAPITAL5, INC [Member] Accumulated Deficit | Private Placement | Private Placement Common Stock | Private Placement Additional Paid-in Capital | Potential shares from Pre-Paid Advance | Potential shares from Pre-Paid Advance Common Stock | Potential shares from Pre-Paid Advance Additional Paid-in Capital | Potential shares from Cable Car Loan | Potential shares from Cable Car Loan Common Stock | Potential shares from Cable Car Loan Additional Paid-in Capital | Non-Redemption Extension Agreement | Non-Redemption Extension Agreement Common Stock | Non-Redemption Extension Agreement Additional Paid-in Capital | Early Investor Consideration | Early Investor Consideration Common Stock | Early Investor Consideration Additional Paid-in Capital | Settle Transaction Expenses | Settle Transaction Expenses Common Stock | Settle Transaction Expenses Additional Paid-in Capital | |
Beginning balance at Dec. 31, 2021 | $ 2,938,270 | $ 27,351 | $ 8,326,045 | $ (5,415,126) | $ (8,918,238) | $ 655 | $ (8,918,893) | |||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 27,351,290 | 6,545,000 | ||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 906,300 | $ 229 | $ 906,071 | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 228,750 | |||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | 113,166 | 113,166 | ||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 790,755 | 790,755 | ||||||||||||||||||||||||||||||||||||||||||
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 | (6,256,068) | (6,256,068) | (2,774,307) | (2,774,307) | ||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ (1,507,577) | $ 27,580 | 10,136,037 | (11,671,194) | $ 0 | $ (26,635) | $ 26,635 | $ (1,507,577) | $ 945 | $ 10,162,672 | $ (11,671,194) | $ (13,079,474) | $ 655 | (13,080,129) | ||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 27,580,040 | 27,580,040 | (18,127,929) | 9,452,111 | 6,545,000 | 6,545,000 | ||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 956,550 | $ 8 | 956,542 | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 83,537 | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 208,628 | 208,628 | ||||||||||||||||||||||||||||||||||||||||||
Net loss | (1,882,947) | (1,882,947) | ||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | [1] | (2,225,346) | $ 953 | 11,327,842 | (13,554,141) | |||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | [1] | 9,535,648 | ||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ (1,507,577) | $ 27,580 | 10,136,037 | (11,671,194) | 0 | $ (26,635) | 26,635 | (1,507,577) | $ 945 | 10,162,672 | (11,671,194) | $ (13,079,474) | $ 655 | (13,080,129) | ||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 27,580,040 | 27,580,040 | (18,127,929) | 9,452,111 | 6,545,000 | 6,545,000 | ||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 402,000 | $ 100 | 401,900 | $ 1,026,550 | $ 261 | $ 1,026,289 | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 100,000 | 261,250 | ||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | 156,505 | 156,505 | ||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 709,394 | 709,394 | ||||||||||||||||||||||||||||||||||||||||||
Debt discount on note payable to related party | $ 245,253 | 245,253 | ||||||||||||||||||||||||||||||||||||||||||
Shares subject to redemption | (1,893,733) | (1,893,733) | ||||||||||||||||||||||||||||||||||||||||||
Excise tax liability accrued for common stock redemptions | (202,341) | (202,341) | ||||||||||||||||||||||||||||||||||||||||||
Adjustment to deferred underwriting fees | 6,440,000 | 6,440,000 | ||||||||||||||||||||||||||||||||||||||||||
Net loss | (6,098,951) | (6,098,951) | (4,024,591) | (4,024,591) | ||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ (5,312,079) | $ 27,941 | 12,430,125 | (17,770,145) | $ 0 | $ (26,983) | $ 26,983 | $ (5,312,079) | $ 958 | $ 12,457,108 | $ (17,770,145) | $ (12,514,886) | $ 655 | $ 4,589,179 | $ (17,104,720) | |||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 9,575,925 | 27,941,290 | (18,365,365) | 9,575,925 | 6,545,000 | 6,545,000 | ||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 1,866,284 | $ 100 | $ 1,866,184 | $ 446,333 | $ 18 | $ 446,315 | $ 1,508,993 | $ 42 | $ 1,508,951 | $ 529,500 | $ 15 | $ 529,485 | $ 5,436,202 | $ 154 | $ 5,436,048 | |||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 1,000,000 | 180,000 | 427,477 | 150,000 | 1,540,000 | |||||||||||||||||||||||||||||||||||||||
Merger recapitalization (in shares) | 7,898,954 | |||||||||||||||||||||||||||||||||||||||||||
Merger recapitalization | $ (9,269,165) | $ 790 | (9,269,955) | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock pursuant to a subscription agreement (in shares) | 200,000 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock pursuant to a subscription agreement | 706,000 | $ 20 | 705,980 | |||||||||||||||||||||||||||||||||||||||||
Conversion of a note payable/bridge loan (in shares) | 359,266 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Conversion of a note payable/bridge loan | $ 3,233,388 | $ 36 | $ 3,233,352 | $ 200,000 | $ 10 | $ 199,990 | ||||||||||||||||||||||||||||||||||||||
Net exercise of warrants (in shares) | 5,594 | |||||||||||||||||||||||||||||||||||||||||||
Net exercise of warrants | 0 | $ 1 | (1) | |||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | 38,984 | 38,984 | ||||||||||||||||||||||||||||||||||||||||||
Net loss | (4,298,590) | (4,298,590) | ||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2024 | $ (4,914,150) | $ 2,144 | $ 17,152,441 | $ (22,068,735) | ||||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2024 | 21,437,216 | 21,437,216 | ||||||||||||||||||||||||||||||||||||||||||
[1]Amounts as of December 31, 2023 and before that date differ from those in prior year consolidated financial statements as they were retrospectively adjusted as a result of the accounting or the Business Combination (as defined in the Notes to Condensed Consolidated Financial Statements). |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (4,298,590) | $ (1,882,947) | $ (6,098,951) | $ (6,256,068) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 98,873 | 116,826 | 480,694 | 651,750 |
Stock-based compensation | 38,984 | 208,628 | 709,394 | 790,755 |
Change in fair value of warrant liability | 23,123 | 0 | 0 | 108,100 |
Induced conversion expense | 168,356 | 0 | ||
Debt extinguishment loss | 376,086 | 0 | ||
Amortization of debt issuance costs | 66,367 | 39,923 | ||
Non-cash operating lease expense | 8,246 | 4,603 | ||
Loss on disposal of assets | 124 | 0 | ||
Provision for credit losses | 1,290 | 0 | ||
Fair value of common stock issued in exchange for services and in connection with non-redemption agreements | 3,714,694 | 0 | ||
Loss on issuance of common stock in connection with a subscription agreement | 206,000 | 0 | ||
Non-cash interest | 298,605 | 10,773 | ||
Non-cash operating lease expense | (5,369) | (2,062) | ||
Change in fair value of derivative liability | (2,983,100) | 0 | ||
Change in fair value of earnout liability | 1,060,000 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (482,357) | (5,840) | (1,290) | 7,753 |
Inventory | 586,413 | 49,051 | 98,594 | 553,999 |
Prepaid expenses and other current assets | (879,508) | (34,641) | (116,103) | (10,576) |
Other assets | 10,000 | 0 | ||
Accounts payable | (2,118,345) | 392,219 | 876,074 | 338,554 |
Accrued expenses and other current liabilities | 645,840 | 178,868 | ||
Deferred revenue | 347,619 | (693,436) | ||
Deferred revenue | (3,968) | 0 | ||
Other liabilities | (205,701) | 424,040 | ||
Other assets | 0 | 5,000 | ||
Accrued expenses and other current liabilities | (1,319,572) | 31,530 | ||
Other liabilities | 87,312 | 118,747 | ||
Net cash used in operating activities | (5,975,515) | (992,716) | (2,651,143) | (3,861,735) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (13,040) | (22,600) | ||
Net cash used in investing activities | (13,040) | (22,600) | ||
Cash flows from financing activities: | ||||
Proceeds from sale of common stock and warrants, net of issuance costs | 1,017,850 | 915,000 | ||
Proceeds from long-term debt, net of issuance costs | 10,525,000 | 0 | 800,000 | 348,760 |
Repayment of long-term debt | (32,470) | (32,153) | (129,057) | (127,756) |
Proceeds from related party notes payable | 705,000 | 1,643,725 | ||
Repayment of bridge loans | (800,000) | 0 | (20,000) | 0 |
Proceeds from sale of common stock and warrants, net of issuance costs | 0 | 947,850 | ||
Proceeds from issuance common stock pursuant to subscription agreement | 500,000 | 0 | ||
Proceeds from the Merger, net of transaction costs | 1,238,530 | 0 | ||
Net cash provided by financing activities | 11,431,060 | 915,697 | 2,373,793 | 2,779,729 |
Net increase (decrease) in cash and restricted cash and cash equivalents | 5,455,545 | (77,019) | (290,390) | (1,104,606) |
Cash and restricted cash and cash equivalents, beginning of year | 184,686 | 475,076 | 475,076 | 1,579,682 |
Cash and restricted cash and cash equivalents, end of year | 5,640,231 | 398,057 | 184,686 | 475,076 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for income taxes | 0 | 1,600 | ||
Cash paid for interest | 160,545 | 0 | 3,004 | 4,305 |
Supplemental disclosures of noncash investing and financing activities: | ||||
Fair value of warrants issued with debt | 0 | 5,066 | ||
Purchase of property and equipment included in accounts payable | 12,955 | 0 | ||
Equity financing issuance costs included in accrued expenses | 0 | 8,700 | ||
Related party convertible notes payable including accrued interest exchanged for common stock | 233,644 | 0 | ||
Transfer of inventory to property and equipment | 262,116 | 0 | ||
Debt discount included in accounts payable | 59,069 | 0 | ||
Transfer of accrued interest to current maturities of long-term debt | 635,855 | 0 | ||
Fair value of embedded derivatives upon issuance of convertible debt | 5,120,900 | 0 | ||
Fair value of common stock issued with convertible debt | 2,312,617 | 0 | ||
Transfer of equipment to inventory | 284,444 | 0 | ||
Extinguishment of accrued expenses in exchange for common stock | 3,760,000 | 0 | ||
Debt discount included in accrued expenses | 40,740 | 0 | ||
Conversion of long-term debt into common stock | 3,433,388 | 0 | ||
GIGCAPITAL5, INC [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | (4,024,591) | (2,774,307) | ||
Adjustment 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 | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | 78,500 | 567,733 | ||
Accounts payable | 572,551 | 166,964 | ||
Other assets | 0 | 165,230 | ||
Payable to related parties | 829,314 | 708,704 | ||
Accrued legal fees | 1,342,963 | 1,931,891 | ||
Accrued expenses and other current liabilities | 588,145 | (117,411) | ||
Other liabilities | (8,859) | 86,238 | ||
Net cash used in operating activities | (1,944,104) | (1,261,550) | ||
Cash flows from investing activities: | ||||
Investment of cash in Trust Account, net | (920,000) | (640,000) | ||
Cash withdrawn from Trust Account | 20,839,611 | 192,881,509 | ||
Net cash used in investing activities | 19,919,611 | 192,241,509 | ||
Cash flows from 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 | 0 | (85,000) | ||
Net cash provided by financing activities | (18,051,265) | (191,323,312) | ||
Net increase (decrease) in cash and restricted cash and cash equivalents | (75,758) | (343,353) | ||
Cash and restricted cash and cash equivalents, beginning of year | $ 2,438 | $ 78,196 | 78,196 | 421,549 |
Cash and restricted cash and cash equivalents, end of year | 2,438 | 78,196 | ||
Supplemental disclosure of cash flow information: | ||||
Cash paid for income taxes | 427,977 | 400,377 | ||
Supplemental disclosures of noncash investing and 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 | 0 | ||
Waiver of deferred underwriting fees | 6,440,000 | 0 | ||
Debt discount on note payable to related party | $ 245,253 | $ 54,034 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
GIGCAPITAL5, INC [Member] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General GigCapital5, Inc. (the “Company”) was incorporated in Delaware on January 19, 2021 As of December 31, 2023, the Company had not commenced any operations. All activity for the period from January 19, 2021 (date of inception) through December 31, 2023 relates to the Company’s formation and the initial public offering (the “Offering”), as described in Note 4, and identifying a target Business Combination, as described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company generates non-operating On September 23, 2021, the registration statement on Form S-1 No. 333-254038), 45-day one On September 28, 2021, the Company consummated the Offering of 23,000,000 Public Units, including the issuance of 3,000,000 Public Units as a result of the Underwriters exercise in full of their over-allotment option. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to the Company of $230,000,000. Simultaneously with the closing of the Offering, the Company consummated the closing of a private placement sale (the “Private Placement”) to the Company’s sponsor GigAcquisitions5, LLC, a Delaware limited liability company (the “Founder” or “Sponsor”), of 795,000 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit. The Private Placement generated aggregate gross proceeds of $7,950,000. Following the closing of the Offering, net proceeds in the amount of $225,400,000 from the sale of the Units and proceeds in the amount of $6,900,000 from the sale of Private Placement Units, for a total of $232,300,000, were placed in a trust account (the “Trust Account”), which is described further below. Transaction costs amounted to $13,193,740, consisting of $4,600,000 of underwriting fees, $9,200,000 of deferred underwriting fees for the Underwriters, and $843,740 of offering costs, of which $25,000 remains in accounts payable as of December 31, 2023, partially offset by the reimbursement of $1,450,000 of offering expenses by the Underwriters. On March 20, 2023, one of the Underwriters, Wells Fargo, waived all of their portion of the deferred underwriting fees totaling $6,440,000. The Company’s remaining c a s h h e l d T r u s t Extensions The Company’s initial public offering prospectus and Amended and Restated Certificate of Incorporation provided that the Company initially had until September 28, 2022 (the date which was 12 months after the consummation of the Offering) to complete the Business Combination (the “Combination Period”). On September 23, 2022, the Company held a special meeting of its stockholders and the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a Business Combination transaction from September 28, 2022 up to March 28, 2023 in one-month On September 26, 2022, the Company issued an unsecured, non-interest-bearing, non-convertible On March 28, 2023, the Company held the March 2023 special meeting of stockholders. At the March special meeting, the stockholders approved two proposals: (A) to amend the Company’s Amended and Restated Certificate of Incorporation, giving the Company the right to extend the date by which it has to consummate a Business Combination up to six (6) times for an additional one (1) month each time, from March 28, 2023 to September 28, 2023 provided that the Sponsor (or its designees) must deposit into the Trust Account for each one-month one-month On September 28, 2023, the Company held the September 2023 special meeting of its stockholders. At the September special meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from September 28, 2023 (the date which is 24 months from the closing date of the Offering) up to December 31, 2023 without any additional payment to the Trust Account. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of September 28, 2023. Also, in conjunction with the September special meeting, the stockholders elected to redeem 904,023 Public Shares. Following such redemptions, $9,828,000 was withdrawn from the Trust Account. As a result of this redemption, our Founder and management team beneficially own approximately 75.6% of our issued and outstanding common stock. On December 28, 2023, the Company held a special meeting of its stockholders (the “December 2023 Special Meeting”). At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a business combination transaction from December 31, 2023 up to March 31, 2024. The certificate of amendment was filed with the Delaware Secretary of State and has an effective date of December 28, 2023. In connection with the December 2023 Special Meeting, stockholders elected to redeem 2,385 shares of the Company’s common stock. Following such redemptions, $26,201 was withdrawn from the Trust Account on January 4, 2024. In conjunction with the Company’s annual meeting on February 20, 2024, stockholders elected to redeem 848,003 shares of the Company’s common stock, which represents approximately 3.7% of the shares that were part of the Public Units sold in the Offering. Following such redemptions, $9,356,221 was withdrawn from the Trust Account. Working Capital Loans On September 26, 2022, the Company issued a convertible, non-interest bearing, unsecured promissory note (the “Working Capital Note”) to the Sponsor for a principal amount of $65,000. The Working Capital Note was subsequently amended and restated eleven more times on October 26, 2022 (an additional $65,000 added to the Working Capital Note), November 28, 2022 (an additional $65,000 added to the Working Capital Note), December 27, 2022 (an additional $65,000 added to the Working Capital Note), January 25, 2023 (an additional $65,000 added to the Working Capital Note), February 27, 2023 (an additional $350,000 added to the Working Capital Note) and March 28, 2023 (an additional $130,000 added to the Working Capital Note), April 27, 2023 (an additional $65,000 added to the Working Capital Note), June 26, 2023 (an additional $130,000 added to the Working Capital Note), July 25, 2023 (an additional $65,000 added to the Working Capital Note), October 27, 2023 (an additional $381,360 added to the Working Capital Note) and December 13, 2023 (an additional $53,640 added to the Working Capital Note), respectively, for a collective principal amount of $1,500,000. The Working Capital Note was issued to provide the Company with additional working capital during the Extension and was not deposited into the Trust Account. The Working Capital Note is convertible at the Sponsor’s election upon the consummation of the initial business combination. Upon such election, the convertible note will convert, at a price of $10.00 per unit, into units identical to the Private Placement Units issued in connection with the Offering. An aggregate of 150,000 Private Placement Units of the Company would be issued if the entire principal balance of the Working Capital Note is converted. Each Private Placement Unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one redeemable warrant. The warrants constituting a part of the Private Placement Units would be exercisable, subject to the terms and conditions of the warrant and during the exercise period as provided in the warrant agreement governing the warrants. The Company has relied upon Section 4(a)(2) of the Securities Act, in connection with the issuance and sale of the convertible promissory note, as it was issued to a sophisticated investor without a view to distribution and was not issued through any general solicitation or advertisement. On December 13, 2023, the Company issued an additional unsecured non-convertible Non-Convertible Non-Convertible Non-Convertible Non-Convertible Non-Convertible Non-Convertible no Non-Convertible The Trust Account The funds in the Trust Account have been invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s Amended and Restated Certificate of Incorporation provides that, other than the withdrawal of interest to pay taxes none of the funds held in the Trust Account will be released until the earlier of: (1) the completion of the Business Combination; (2) the redemption of 100% of the outstanding Public Shares if the Company has not completed an initial Business Combination within 30 months from the closing of the Offering; or (3) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other provision relating to the Company’s pre-business Business Combination The Company will have 30 months from September 28, 2021, the closing date of the Offering, to complete its initial Business Combination, provided that the extension payment for each one-month extension one-month In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Offering price per Public Unit in the Offering. Liquidity The Company has incurred net operating losses and negative cash flows from operations since its inception and had an accumulated deficit of $17,104,720 as of December 31, 2023. During the year ended December 31, 2023, the Company incurred a net loss of $4,024,591 and used $1,944,104 of cash in operating activities. Subsequent to year end, the Company completed its business combination with QT Imaging (referred to as the “Combined Company”) as discussed further in Note 2. The Combined Company is expected to continue to incur losses, and its ability to achieve and sustain profitability will depend on the achievement of sufficient revenues to support the Combined Company’s cost structure. The Combined Company may never achieve profitability and, unless and until it does, the Combined Company will need to continue to raise additional capital. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In connection with the Business Combination, the Combined Company entered into various agreements to obtain financing through the issuance of debt and through stock subscription agreements. Subsequent to December 31, 2023, the Company received the Pre-Paid Advance, net of issuance costs, of $9,005,000 from Yorkville pursuant to the Standby Equity Purchase Agreement, $500,000 of cash proceeds from an investor related to a stock subscription agreement, and $1,500,000 in cash proceeds through a note payable from Funicular Funds, LP. The Standby Equity Purchase Agreement provides the Company with access to an additional $40 million of potential capital through the issuance of common stock to Yorkville. During the time the Combined Company has a balance under the Pre-Paid Advance, additional advances can be received with written consent of Yorkville or upon a trigger event, which occurs when the daily volume-weighted average price is less than $2.00 per share for five consecutive trading days. Management believes that the additional cash received and financing arrangements at the closing of the Business Combination has alleviated the substantial doubt about the Company’s ability to continue as a going concern and will be sufficient to fund the Combined Company’s current operating plan for at least the next 12 months from the date of issuance of these financial statements. The Combined Company’s future capital requirements will depend on many factors, including the Combined Company’s growth rate, the timing and extent of its spending to support research and development activities, the timing and cost of establishing additional sales and marketing capabilities, and the timing and cost to introduce new and enhanced products. In the event that additional financing is required from outside sources, the Combined Company may not be able to raise it on terms acceptable to the Combined Company, or at all. Any additional debt financing obtained by the Combined Company in the future could also involve restrictive covenants relating to the Combined Company’s capital-raising activities and other financial and operational matters, which may make it more difficult for the Combined Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, if the Combined Company raises additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, its existing stockholders could suffer significant dilution in their percentage ownership of the Combined Company, and any new equity securities the Combined Company issues could have rights, preferences and privileges senior to those of holders of the Combined Company’s common stock. If the Combined Company is unable to obtain adequate financing or financing on terms satisfactory to the Combined Company when the Combined Company requires it, the Combined Company’s ability to continue to grow or support its business and to respond to business challenges could be significantly limited. |
Business Combination and Relate
Business Combination and Related Agreement | 12 Months Ended |
Dec. 31, 2023 | |
GIGCAPITAL5, INC [Member] | |
BUSINESS COMBINATION AND RELATED AGREEMENT | 2. BUSINESS COMBINATION AND RELATED AGREEMENT On December 8, 2022, the Company and QTI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with QT Imaging, Inc., a Delaware corporation (“QT Imaging”), pursuant to which, and subject to the approval of the stockholders of the Company, Merger Sub will merge with and into QT Imaging, with QT Imaging surviving the merger as a wholly owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement and any other agreement executed and delivered in connection therewith, the Business Combination. Following the closing of the Merger (the “Closing”), the Company, which will be renamed “QT Imaging Holdings, Inc.” Subject to the terms of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the common stock of QT Imaging, par value $0.001 per share (the “QT Imaging Common Stock”) (excluding each share of QT Imaging Common Stock held in the treasury of QT Imaging which will be cancelled without any conversion of such shares of QT Imaging Common Stock held in the treasury and dissenting shares) will be automatically cancelled and converted into (A) the right to receive a number of shares of common stock, par value $0.0001 per share, of the Company (the “GigCapital5 Common Stock”) calculated based on the Exchange Ratio (as defined below) and (B) the contingent right to receive a portion of additional shares of GigCapital5 Common Stock based on the performance of the Combined Company if certain requirements are achieved in accordance with the terms of the Business Combination Agreement, if, as and when payable. The “Exchange Ratio” means the quotient of (a) the Aggregate Closing Merger Consideration (as defined in the Business Combination Agreement) divided by (b) the QT Imaging Fully Diluted Capital Stock (as defined in the Business Combination Agreement). In addition, at the Effective Time, certain warrants of QT Imaging to p u The shares of the are currently listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “GIA,” and from now until the Effective Time, the Public Units and the warrants trade at the OTC Markets Group Inc. under the symbols “GIAFU” and “GIAFW,” respectively. The Company applied for listing of the common stock of the Combined Company and the warrants of the Combined Company on the Nasdaq under the symbols “QTI” and “QTI.WS,” respectively, at the Effective Time. The symbol for the warrants was rejected so only the common stock is trading on the Nasdaq under the symbol GTI. The warrants trade in the over-the-counter market under the symbol QTIWW. In connection with the execution of the Business Combination Agreement, the Company may enter into agreements with investors (the “PIPE Investors”) for the subscription for GigCapital5 Common Stock, convertible promissory notes or other securities or any combination of such securities to be subscribed for pursuant to the terms of one or more subscription agreements (all such subscription agreements, collectively (the “PIPE Subscription Agreements”) on terms and conditions mutually agreeable to the Company and QT Imaging (such agreement not to be unreasonably withheld, conditioned or delayed), provided that, unless otherwise agreed to, the aggregate gross proceeds under the PIPE Subscription Agreements will not exceed $26,000,000. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2024 | |
Reverse Recapitalization [Abstract] | |
Business Combination | 2. Business Combination As described in Note 1, the Merger with GigCapital5 was consummated on March 4, 2024. On the Merger Date, QT Imaging, GigCapital5, and QT Merger Sub, consummated the closing of the transactions contemplated by the Business Combination Agreement, following the approval at an annual stockholder meeting of the stockholders of GigCapital5 held on February 20, 2024 (the “Stockholder Meeting”). The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, GigCapital5 was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of QT Imaging issuing shares of the net assets of GigCapital5, accompanied by a recapitalization. The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (approximately 0.3427 shares of the Company’s common stock for each share of QT Imaging common stock). The net liabilities of GigCapital5 have been recognized at carrying value, with no goodwill or other intangible assets recorded. QT Imaging has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • QT Imaging’s stockholders have a majority of the voting power of the Company; • The majority of QT Imaging’s board of directors continued to serve as directors of the Company; • The majority of QT Imaging’s management continued to serve as management of the Company; • QT Imaging comprises the ongoing operations of the Company; and • QT Imaging is the larger entity based on historical business activity and the larger employee base. The following summarizes the elements of the Merger to the condensed consolidated statements of stockholders’ deficit and cash flows, including the transaction funding, sources, and uses of cash: Recapitalization Cash in GigCapital5 Trust Account, net of redemptions $ 13,952,525 Plus: cash in GigCapital5 operating bank account 4,829 Less: Payments made pursuant to non-redemption agreements (10,791,550 ) Less: GigCapital5 transaction costs paid from Trust (1,073,667 ) Less: Repayment of GigCapital5 related party notes (853,607 ) Net cash proceeds from GigCapital5 1,238,530 Assumed net liabilities from GigCapital5, excluding net cash proceeds (10,507,695 ) Net impact of the Merger on the condensed consolidated statement of stockholders’ deficit $ (9,269,165 ) Merger Related Activities On November 15, 2023, GigCapital5, QT Imaging and YA II PN, LTD, a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”) entered into the Standby Equity Purchase Agreement (the “SEPA”). Upon the closing of the Merger, the Company has the right, provided there is no balance outstanding under the Yorkville Note (as defined below) or, if there is a balance outstanding under a Yorkville Note, with Yorkville’s prior written consent, or upon the occurrence of certain trigger events, to issue and sell to Yorkville, and Yorkville shall purchase from the Company, up to $10,000,000 in aggregate gross purchase price (the “Commitment Amount”) of newly issued shares of the common stock (each such sale, an “Advance”) by delivering written notice to Yorkville (each, an “Advance Notice” and the date on which the Company is deemed to have delivered an Advance Notice, the “Advance Notice Date”). As consideration for a payment of $10,000,000 (“Pre-Paid Advance”) received on March 4, 2024, the Company issued Yorkville a promissory note, which was issued with a 6% original issue discount. The Yorkville Note for the Pre-Paid Advance is due 15 months from the date of issuance, and interest accrues on the outstanding balance of the Yorkville Note at an annual rate equal to 6%, subject to an increase to 18% upon an event of default. The Yorkville Note is convertible by Yorkville into shares of Company’s common stock. On March 4, 2024, immediately prior to, and substantially concurrently with, the closing of the Business Combination, QT Imaging issued to Yorkville that number of shares of the Company which converted in the aggregate into 1,000,000 shares of the Company’s common stock upon the completion of the Merger. See Note 8. In February 2024, GigCapital5 and QT Imaging entered into a Note Purchase Agreement (“Cable Car Loan”) with Funicular Funds, LP (“Cable Car”), pursuant to which Cable Car agreed to advance $1,500,000 at the closing of the Business Combination, as was evidenced by a promissory note that may be convertible in certain circumstances into shares of the Company’s common stock at a conversion price of $2.00 per share (the “Loan”), dated March 4, 2024, by and between QT Imaging and Cable Car. The Loan does not bear interest, and is due and payable 13 months after issuance, unless the time for payment is accelerated as a result of an event of default. On March 4, 2024, as full compensation to Cable Car for the Loan to QT Imaging in lieu of any simple or in-kind interest on the Loan, QT Imaging issued to Cable Car that number of shares of the Company which at the completion of the Business Combination would be converted in accordance with the terms of the Business Combination Agreement into 180,000 shares of the Company’s common stock. See Note 8. In February 2024, GigCapital5 and QT Imaging (together the “parties”) entered into a subscription agreement with William Blair & Co., L.L.C. (“William Blair”) for the purchase of shares of common stock of QT Imaging. Pursuant to the subscription agreement, QT Imaging issued to William Blair in satisfaction of certain fees owed to William Blair for its services to the parties, that number of shares of QT Imaging which at the completion of the Business Combination were converted in accordance with the terms of the Business Combination Agreement into 740,000 shares of the Company’s common stock. The issuance of these shares settled $2,410,000 of net assumed liabilities from the business combination with an additional transaction cost expense of $202,200 recorded as selling, general and administrative expense within the condensed consolidated statement of operations during the three months ended March 31, 2024. In February 2024, the parties agreed to amend one of the non-redemption agreements that were entered into in September 2023 (“September 2023 Non-Redemption Agreements”), pursuant to which, and in addition to the Company’s common stock issuable Mizuho Securities USA, LLC (“Mizuho”) under the September 2023 Non-Redemption Agreement, Mizuho received from QT Imaging, in exchange for $250,000 of services rendered by Mizuho, that number of QT Imaging’s common stock that converted in accordance with the terms of the Business Combination Agreement into 100,000 shares of the Company’s common stock. The issuance of these shares settled $250,000 of net assumed liabilities from the business combination with an additional transaction expense of $103,000 recorded as selling, general and administrative expense within the condensed consolidated statement of operations during the three months ended March 31, 2024. In February 2024, QT Imaging and GigCapital5 entered into two additional subscription agreements with each of Donnelley Financial Solutions, LLC (“DFIN”) and IB Capital LLC (“iBankers”), dated as of February 23, 2024 and February 22, 2024, respectively (together, the “Subscription Agreements”), for the purchase of shares of common stock of QT Imaging. Pursuant to the Subscription Agreements, QT Imaging issued to each of DFIN and iBankers in satisfaction of $500,000 and $600,000 of fees owed to DFIN and iBankers, respectively, for their services, that number of shares of QT Imaging which at the completion of the Business Combination were converted in accordance with the terms of the Business Combination Agreement into 200,000 and 240,000 respective shares of the Company’s common stock. The issuance of these shares settled $1,100,000 of net assumed liabilities from the business combination with an additional transaction expense of $453,200 recorded as selling, general and administrative expense within the condensed consolidated statement of operations during the three months ended March 31, 2024. In February 2024, QT Imaging and LionBay Ventures (“LionBay”) entered into a Settlement and Termination Agreement (“Termination Agreement”). Pursuant to the terms of the Termination Agreement, QT Imaging terminated its Service Agreement with LionBay dated May 18, 2021 and the First Amendment of the Service Agreement dated September 9, 2021 (collectively as “Service Agreement”). In exchange for the termination of the Service Agreement and the termination of options to purchase 17,000 shares of common stock with a strike price of $8.50 per option that were issued as part of the Service Agreement, QT Imaging agreed to issue that number of shares that converted into 10,000 shares of the Company’s common stock. The issuance of these shares resulted in an additional transaction expense of $35,300 recorded as selling, general and administrative expense within the condensed consolidated statement of operations during the three months ended March 31, 2024. In February 2024, QT Imaging received $500,000 in exchange for that number of shares that converted into 200,000 shares of the Company’s common stock in accordance with the terms of the subscription agreement and Business Combination Agreement. The issuance of these shares resulted in an additional transaction expense of $206,000 recorded as selling, general and administrative expense within the condensed consolidated statement of operations during the three months ended March 31, 2024. Pursuant to an amendment dated December 13, 2023, between QT Imaging and Exit Strategy Partners, LLC (“Advisor”), the Company agreed to pay for Advisor’s services in exchange for that number of shares that converted into 250,000 shares of the Company’s common stock and a total cash amount of $225,000, of which $125,000 was paid on the closing of the Business Combination on March 4, 2024 and the remaining $100,000 is due on the first anniversary of the closing of the Business Combination, which is recorded in accrued expenses and other current liabilities within condensed consolidated balance sheet as of March 31, 2024. The total cash consideration and issuance of shares related to this amendment resulted in a transaction expense of $1,107,500 recorded as selling, general and administrative expense within the condensed consolidated statement of operations during the three months ended March 31, 2024. On March 4, 2024, as consideration for the September 2023 Non-Redemption with certain GigCapital5 stockholders (“Non-Redeeming Stockholders”), QT Imaging issued that number of shares that converted into 427,477 shares of the Company’s common stock to the Non-Redeeming Stockholders. The issuance of these shares resulted in a transaction expense of $1,508,994 recorded as selling, general and administrative expense within the condensed consolidated statement of operations during the three months ended March 31, 2024. On March 4, 2024, the Company issued to subscribers to the Stock Subscription Agreements entered into in November 2023 equal to that number of shares that resulted in such parties as stockholders of QT Imaging receiving pursuant to the Business Combination Agreement 150,000 shares of the Company’s common stock. The issuance of these shares resulted in a transaction expense of $529,500 recorded as selling, general and administrative expense within the condensed consolidated statement of operations during the three months ended March 31, 2024. Merger Earnout Consideration Shares Pursuant to the Second Amendment to Business Combination Agreement dated September 21, 2023, the Company is obliged to issue a maximum of 9,000,000 shares of Company’s common stock (the “Merger Consideration Earnout Shares”) if certain triggering events and conditions are achieved during 2024, 2025, and 2026. 2024 Earnout Shares Promptly following the date on which Company files its Quarterly Report on Form 10-Q with respect to its fiscal quarter ended September 30, 2024 with the SEC, an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2024 Earnout Shares”) will be issued to QT Imaging’s former stockholders if, and only if, on or prior to such filing date, the Company has obtained a formal U.S. Food and Drug Administration (“FDA”) clearance for breast cancer screening with respect to its breast scanning systems, which remains in full force and effect as of such filing date; provided, that the 2024 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if, in addition, during the fifteen months ended September 30, 2024, the Company either (A) makes at least eight bona fide placements of its breast scanning systems globally or (B) has revenue of at least $4,400,000 as set forth in the condensed consolidated financial statements included in the periodic reports filed by the Company with the SEC with respect to such fifteen month period. 2025 Earnout Shares Promptly following the date on which the Company files its Quarterly Report on Form 10-Q with respect to its fiscal quarter ended September 30, 2025 with the SEC, an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2025 Earnout Shares”) will be issued to QT Imaging’s former stockholders if, and only if, during the twelve months ended September 30, 2025, (A) the Company achieves annual revenue of at least $17,100,000 as set forth in the condensed consolidated financial statements included in the periodic reports filed by the Company with the SEC with respect to such twelve month period, and (B) the Company makes at least four placements of its breast scanning systems in the United States; provided, that the 2025 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if at least one of the following milestones is achieved: (x) on or prior to such filing date, the Company has obtained a formal FDA clearance for a new indication for use of its breast scanning systems (other than any indication obtained prior to the beginning of the twelve months ended September 30, 2025), which remains in full force and effect as of such filing date; or (y) the Company achieves clinical-quality patient images with the Company’s open angle scanner no later than the filing date of the 2025 Q3 Form 10-Q. 2026 Earnout Shares Promptly following the date on which the Company files its Quarterly Report on Form 10-Q with respect to its fiscal quarter ended September 30, 2026 with the SEC, an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2026 Earnout Shares”) will be issued to QT Imaging’s former stockholders if, and only if, during the twelve months ended September 30, 2026, (A) the Company has revenue of at least $30,000,000 as set forth in the condensed consolidated financial statements included in the periodic reports filed by the Company with the SEC with respect to such twelve month period, or (B) the VWAP of shares of common stock equals or exceeds $15.00 per share for twenty (20) of any thirty (30) consecutive trading days on the Nasdaq exchange; provided, that the 2026 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if at least one of the following milestones is achieved on or prior to such filing date: (x) the Company has obtained a formal FDA clearance of its open angle scanner, which remains in full force and effect as of such filing date; or (y) the Company receives net positive results in bona fide clinical trials, conducted in accordance with generally accepted industry standards, for its open angle scanner, as reported no later than the filing date of the 2026 Q3 Form 10-Q. The Company recorded a liability of $1,060,000 related to the Merger Earnout Consideration Shares within the condensed consolidated balance sheet as of March 31, 2024. See Note 3. |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
The Company and Summary of Significant Accounting Policies | 1. The Company and Summary of Significant Accounting Policies Nature of Operations QT Imaging Holdings, Inc. (the “Company”), formerly known as GigCapital5, Inc. (“GigCapital5”), is incorporated in Delaware with headquarters in Novato, California. The Company is a medical device company engaged in research, development, and commercialization of innovative body imaging systems using low frequency sound waves. The Company strives to improve global health outcomes. Its strategy is predicated upon the fact that medical imaging is critical to the detection, diagnosis, and treatment of disease and that it should be safe, affordable, accessible, and centered on the patient’s experience. The Company’s initial product is a breast imaging system. On March 4, 2024 (the “Closing Date” or “Merger Date”), QT Imaging, Inc. (“QT Imaging”), GigCapital5, and QTI Merger Sub, Inc. (“QTI Merger Sub”) pursuant to the terms of the Business Combination Agreement (the “Business Combination Agreement”) dated December 8, 2022, completed the business combination of QT Imaging and GigCapital5 which was effected by the merger of QTI Merger Sub with and into QT Imaging, with QT Imaging surviving the Merger as a wholly owned subsidiary of GigCapital5 (the “Merger,” and, together with the other transaction contemplated by the Business Combination Agreement, the “Business Combination”). Upon completion of the merger on March 4, 2024, GigCapital5 changed its name to QT Imaging Holdings, Inc. and effectively assumed all of QT Imaging’s material operations. Refer to Note 2—Business Combination for more information regarding the Merger. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Accordingly, certain information related to significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of QT Imaging for the year ended December 31, 2023 and the related notes which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2023 condensed consolidated balance sheet was derived from the QT Imaging’s audited consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s condensed consolidated financial position as of March 31, 2024 and its condensed consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for the three months ended March 31, 2024 and 2023. The condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period. The share and per share amounts, prior to the Merger, have be en retrospectiv Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, QT Imaging and QT Ultrasound Labs, Inc. (“QT Labs”). All intercompany balances and transactions are eliminated in consolidation. Liquidity The Company has incurred net operating losses and negative cash flows from operations since its inception and had an accumulated deficit of $22,068,735 as of March 31, 2024. During the three months ended March 31, 2024, the Company incurred a net loss of $4,298,590 and used $5,975,515 of cash in operating activities, which includes repayment of net liabilities assumed from the business combination. The Company expects to continue to incur losses, and its ability to achieve and sustain profitability will depend on the achievement of sufficient revenues to support the Company’s cost structure. The Company may never achieve profitability and, unless and until it does, the Company will need to continue to raise additional capital. In connection with the Business Combination, the Company entered into various agreements to obtain financing through the issuance of debt and through stock subscription agreements. On March 4, 2024, the Company received the Pre-Paid Advance, net of issuance costs, of $9,025,000 from Yorkville pursuant to the Standby Equity Purchase Agreement, $500,000 of cash proceeds from an investor related to a stock subscription agreement, and $1,500,000 in cash proceeds through a note payable from Funicular Funds, LP. See Note 8. Long-Term Debt. The Standby Equity Purchase Agreement provides the Company with access to an additional $40 million of potential capital through the issuance of common stock to Yorkville. During the time the Company has a balance under the Pre-Paid Advance, additional advances can be received with written consent of Yorkville or upon a trigger event, which occurs when the daily volume-weighted average price is less than $2.00 per share for five consecutive trading days. Management believes that the additional cash received and financing arrangements at the closing of the Business Combination will be sufficient to fund the Company’s current operating plan for at least the next 12 months. The Company’s future capital requirements will depend on many factors, including the Company’s growth rate, the timing and extent of its spending to support research and development activities, and the timing and cost to enhance commercialized existing products. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company, or at all. Any additional debt financing obtained by the Company in the future could also involve restrictive covenants relating to the Company’s capital-raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, if the Company raises additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, its existing stockholders could suffer significant dilution in their percentage ownership of the Company, and any new equity securities the Company issues could have rights, preferences and privileges senior to those of holders of the Company’s common stock. If the Company is unable to obtain adequate financing or financing on terms satisfactory to the Company when the Company requires it, the Company’s ability to continue to grow or support its business and to respond to business challenges could be significantly limited. Reclassification Certain reclassifications have been made to the prior year condensed consolidated statement of operations and comprehensive loss to conform to the current year presentation. The reclassification had no impact on the previously reported condensed consolidated balance sheet, statement of stockholders’ deficit or cash flows. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Company’s operating results. Business Risk and Concentration of Credit Risk and Supply Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. The majority of the Company’s cash is invested in U.S. dollar deposits with a reputable bank in the United States. Management believes that minimal credit risk exists with respect to the financial institution that holds the Company’s cash. At times, such cash may be in excess of insured limits established by the Federal Deposit Insurance Corporation. The Company performs ongoing credit evaluations of its customers and generally does not require collateral for accounts receivable. Payment terms range from cash in advance to 30 days from delivery of products or services but may fluctuate depending on the terms of each specific contract. During the three months ended March 31, 2024, two customers represented 99% of revenue. During the three months ended March 31, 2023, two customers represented 100% of revenue. As of March 31, 2024, one customer represented 93% of accounts receivable. As of December 31, 2023, one customer represented 100% of accounts receivable. Certain components and services used to manufacture and develop the Company’s products are presently available from only one or a limited number of suppliers or vendors. The loss of any of these suppliers or vendors would potentially require a significant level of hardware and/or software development efforts to incorporate the products or services into the Company’s product. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company had restricted cash equivalents of $20,000 as of March 31, 2024 and December 31, 2023. Restricted Cash Restricted cash is comprised of cash held in an account subject to a collateral agreement to be used for the Company’s corporate credit card program. Accounts Receivable, Net Accounts receivable are carried at the amount due. Accounts receivable are written off when management deems all realistic efforts to collect the amount outstanding have been exhausted. A provision for credit losses is estimated by management based on evaluations of its historical bad debt and current collection experience. As of March 31, 2024, the Company recorded a provision for credit losses of $1,290. As of December 31, 2023, a provision for credit losses was not Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method. The Company periodically reviews the value of items in inventory and provides write- offs of inventory that is obsolete. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Once inventory has been written down below cost, it is not subsequently written up. Property and Equipment, Net Property and equipment, net are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to current operations as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful lives of the assets. Leases The Company primarily enters into leases for office space that are classified as operating leases. The Company determines if an arrangement is or contains a lease at inception. The Company accounts for leases by recording right-of-use (“ROU”) assets and lease liabilities on the condensed consolidated balance sheets in the captions operating lease right-of-use assets, net and operating lease liabilities, respectively. The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that the Company is reasonably certain to exercise. The Company’s leases do not include substantial variable payments based on index or rates. The Company’s lease agreements do not contain any significant residual value guarantees or material restrictive covenants. The Company’s leases do not provide a readily determinable implicit discount rate. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The lease payments related to the next 12 months are included in operating lease liabilities, current on the condensed consolidated balance sheets. The Company recognizes a single lease cost on a straight-line basis over the term of the lease, and the Company classifies all cash payments within operating activities in the condensed consolidated statements of cash flows. The Company did not Intangible Assets, Net The Company’s intangible assets are comprised of patents with a useful life of 12 years. Patents are amortized on a straight-line basis over their useful life. Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of an asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. Management has reviewed the Company’s long-lived assets and recorded no impairment charge for the three months ended March 31, 2024 and 2023. Fair Value Measurements The Company applies the requirements of the fair value measurements framework, which establishes a hierarchy for measuring fair value and requires enhanced disclosures about fair value measurements. The fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement guidance also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy in which these assets and liabilities must be grouped based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s financial assets measured on a recurring basis included certificates of deposit totaling $20,000 as of March 31, 2024 and December 31, 2023 and were classified as Level 2 financial assets. See Note 3 for discussion on financial liabilities measured at fair value. Debt and Debt Issuance Costs The Company evaluates its financial instruments to determine if they are freestanding financial instruments. The Company also evaluates its convertible debt for embedded derivatives. Embedded provisions (like conversion options) are assessed to determine if they qualify as embedded derivatives that require separate accounting. Debt issuance costs are recorded as a reduction to the carrying amount of the debt and are amortized to interest expense using the effective interest method. Debt is classified as short-term or long-term based on the term of the note. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these goods or services. The Company determines revenue recognition through the following steps: 1) Identification of the contract, or contracts, with a customer The Company considers the terms and conditions of the contract in identifying the contracts. The Company determines a contract with a customer to exist when the contract is approved, each party’s rights regarding the goods or services to be transferred can be identified, the payment terms for the goods or services can be identified, it has been determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. 2) Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) product sales, (ii) maintenance contracts and (iii) other services including training. 3) Determination of the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company’s contracts do not contain a significant financing component. 4) Allocation of the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price. 5) Recognition of revenue when, or as a performance obligation is satisfied For product sales and services, revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised goods or services to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Training and maintenance services are generally recognized upon invoicing in amounts that correspond directly with the value to the customer of the performance completed to date which primarily includes professional service arrangements entered on a time and materials basis. All of the revenue recognized by the Company during the three months ended March 31, 2024 and 2023 was recognized at a point in time. Revenue recognized during the three months ended March 31, 2024 and 2023 is disaggregated as follows: March 31, 2024 March 31, 2023 Product $ 1,306,120 $ 3,064 Service 56,043 4,500 $ 1,362,163 $ 7,564 Revenue recognized by geography during the three months ended March 31, 2024 and 2023 is as follows: March 31, 2024 March 31, 2023 United States $ 1,358,195 $ 7,564 International 3,968 — $ 1,362,163 $ 7,564 The Company had no contract assets as of March 31, 2024 and December 31, 2023. The Company had contract liabilities of $343,651 as of March 31, 2024, which are expected to be fully recognized as revenue in 2024. The Company had contract liabilities of $347,619 as of December 31, 2023. Revenue recognized during the three months ended March 31, 2024 that was previously included in contract liabilities as of December 31, 2023 was not significant. Shipping and Handling Costs Shipping and handling activities are typically performed before the customer obtains control of the goods, and the related costs are therefore expensed as incurred. Shipping and handling costs are included in cost of revenue in the accompanying condensed consolidated statements of operations and comprehensive loss. Shipping and handling costs incurred for inventory purchases are expensed in cost of revenue when sold. Product Warranty The Company’s products sold to customers are generally subject to warranties up to six months, which provides for the repair or replacement of products, at the Company’s option, that fail to perform with stated specifications. The Company estimates future warranty obligations related to those products. To date, product warranty claims have not been significant. Research and Development Costs Research and development costs incurred by the Company include salaries, purchased services, operating materials and supplies, depreciation, and amortization, and are expensed as incurred. These costs for the three months ended March 31, 2024 and 2023, amounted to $642,546 and $421,887, respectively. Advertising Advertising and promotion costs are expensed as incurred. Advertising expenses were not significant for the three months ended March 31, 2024 and 2023. Grant Income Periodically, the Company is awarded grants on a cost reimbursement basis. Costs are expensed when incurred and reimbursable on a monthly or quarterly basis with the offset booked as a contra-expense to the applicable functional area in the condensed consolidated statements of operations and comprehensive loss. Income Taxes Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets may be reduced by a valuation allowance if it is more-likely-than-not that some or all of the deferred tax asset will not be realized. The Company annually evaluates the realizability of deferred tax assets by assessing the valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. In accordance with this accounting policy, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. There were no accrued interest and penalties during the three months ended March 31, 2024 and 2023. Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair market value of the award. Stock-based compensation is recognized as expense on a ratable basis over the requisite service period of the award. The Company values stock options using the Black-Scholes option pricing model. This model requires the use of highly subjective and complex assumptions which determine the fair value of stock-based awards, including the option’s expected term, stock price volatility and risk-free interest rates. Forfeitures are recorded as they occur. Comprehensive Loss Comprehensive loss is defined as the change in the equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss was equal to net loss for three months ended March 31, 2024 and 2023. Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive common share equivalents outstanding for the period determined using the treasury-stock and if-converted methods. For the purposes of the diluted net loss per share calculation, common stock equivalents are considered to be potentially dilutive securities. The following securities were excluded from the calculation of net loss per share because the inclusion would be anti-dilutive as of March 31, 2024 and 2023: March 31, 2024 March 31, 2023 Common stock warrants 23,889,364 395,392 Potential shares from Pre-Paid Advance 10,142,530 — Merger consideration earnout shares 9,000,000 — Potential shares from Cable Car Loan 750,000 — Potential shares from convertible notes 244,308 248,067 Options outstanding — 1,350,432 44,026,202 1,993,891 Fair Value of Financial Instruments The fair value of the Company’s financial instruments, including cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values because of the relatively short maturity of these instruments. The carrying value of the Company’s borrowings approximates fair value based on current rates offered to the Company for instruments with similar terms. Recent Accounting Pronouncements Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification. The Company adopted this guidance effective January 1, 2024, and noted no material impact on the Company’s condensed consolidated financial statements. Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of the new standard on the condensed consolidated financial statements. In March 2024, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard for annual financial statements that have not yet been issued or made available for issuance. Adoption is either prospectively or retrospectively, the Company will adopt this ASU on a prospective basis. The Company is currently evaluating the impact of the new standard on the condensed consolidated financial statements and related disclosures. | 1. The Company and Summary of Significant Accounting Policies Nature of Operations QT Imaging, Inc. (together with its subsidiary, the “Company”) was incorporated on December 31, 2020. The Company is in the business of developing and commercializing medical ultrasound imaging systems. The Company’s initial product is a breast imaging system. Merger Agreement and Related Activities On December 8, 2022, the Company entered into a definitive business combination agreement (the “Business Combination Agreement”) with GigCapital5, Inc., a publicly traded special purpose acquisition company (“GigCapital5”), and QTI Merger Sub, Inc., a wholly owned subsidiary of GigCapital5 (“Merger Sub”), that resulted in the Company becoming a publicly-listed company on March 4, 2024. Upon closing of the transaction, GigCapital5 was renamed QT Imaging Holdings, Inc. (“QTI Holdings”) and its common stock is traded on the Nasdaq Global Market under the new ticker symbol “QTI.” The closing of the transaction is referred to as Business Combination from this point forward. In late September 2023, the Company, GigCapital5 and certain GigCapital5 shareholders (“Non-Redeeming non-redemption agreements a “Non-Redemption Agreement”) Non-Redeeming Shareholders (the “Non-Redeemed Shares”) the Non-Redeeming Shareholders of Non-Redeemed Shares On November 10, 2023, the Company, Merger Sub and GigCapital5 entered into a third amendment to the Business Combination Agreement, which, among other things, amended certain definitions of the Business Combination Agreement. On November 10, 2023, the Company entered into a Securities Purchase Agreement and raised a private secured convertible bridge financing in the aggregate amount of $1,000,000 (“Bridge Loan”) from five investors (“Bridge Lenders”) led by Meteora Capital Partners, LP (“Meteora”) and collateralized by all assets of the Company. The notes from the Bridge Loan are interest-free and may convert into that number of shares of the Company which may further convert in the aggregate into 500,000 shares of common stock of QTI Holdings upon the completion of the Business Combination. Alternatively, Bridge Lenders may demand payment at 120% of their note on the maturity date, which is the closing date of the Business Combination. Related to the Bridge Loan, as consideration for their services, Meteora will receive that number of shares of common stock of the Company, which at the completion of the Business Combination will be exchanged for 50,000 shares of common stock of QTI Holdings. The Company and GigCapital5 also entered into subscription agreements dated November 10, 2023 with three of the Bridge Lenders as subscribers for the purchase of shares of stock of the Company in the aggregate amount of $3,000,000 in exchange for that number of shares of the Company which, at the completion of the Business Combination, will be converted in the aggregate into 1,200,000 shares of common stock of QTI Holdings. Each subscriber will also receive that number of shares of common stock of the Company, which, at the completion of the Business Combination, will be exchanged for 50,000 shares of common stock of QTI Holdings. On November 10, 2023, the Company entered into a Fourth Amendment and Termination Agreement (“Fourth Amendment”) of the private placement agreement dated December 15, 2020 with US Capital Global Securities, LLC (“US Capital”), an affiliate of US Capital Global QT Imaging LLC (“USCG”). In conjunction with this Fourth Amendment, the Company, USCG, and Meteora executed a subordination agreement whereby the Company granted USCG a warrant to purchase 25,000 shares of the Company’s common stock with a strike price of $2.50 in exchange for subordinating their senior secured position to Meteora. US Capital was also issued a $200,000 senior secured convertible promissory note by the Company as part of the Bridge Loan to terminate the private placement agreement on a go forward basis, a warrant to purchase 35,329 shares of the Company’s common stock with a strike price of $2.50 and was entitled to a commission payable of $20,000 in connection with the Bridge Loan. On November 15, 2023, the Company entered into a Standby Equity Purchase Agreement with GigCapital5 and YA II PN, Ltd. (“Yorkville”), pursuant to which, upon the closing of the Business Combination, QTI Holdings can sell to Yorkville up to $50.0 million of QTI Holdings’ common stock at QTI Holdings’ request any time during the 36 months following the closing of the Business Combination. In addition, QTI Holdings can also request a pre-paid advance (the “Pre-Paid Advance”) the Pre-Paid Advance, On November 22, 2023, the Company, Merger Sub and GigCapital5 entered into a fourth amendment to the Business Combination Agreement which extended the Outside Date (as defined in the Business Combination Agreement) from December 31, 2023 to March 31, 2024. The transaction was completed on March 4, 2024. On December 13, 2023, the Company and Exit Strategy Partners, LLC (“Advisor”) entered into an amendment to an agreement dated September 28, 2022, pursuant to which the Company agreed to pay for Advisor’s services in exchange for 250,000 shares of QTI Holdings common stock and a total cash amount of $225,000, of which $125,000 was paid on the closing of the Business Combination and the remaining $100,000 is due on the first anniversary of the closing of the Business Combination. On December 19, 2023, the Company and GigCapital5 entered into an additional stock subscription agreement for the aggregate purchase price of $500,000 in such amount that upon the completion of the Business Combination and the application of the exchange ratio will be exchanged for such consideration as is provided for in the Business Combination Agreement, including that number of shares of QTI Holdings common stock as is equal in the aggregate to 200,000 shares of QTI Holdings common stock. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, QT Ultrasound Labs, Inc. (“QT Labs”). QT Labs provides personnel and staffing services for the Company. All intercompany balances and transactions are eliminated in consolidation. Liquidity The Company has incurred net operating losses and negative cash flows from operations since its inception and had an accumulated deficit of $17,770,145 as of December 31,2023. During the year ended December 31, 2023, the Company incurred a net loss of $6,098,951 and used $2,651,143 of cash in operating activities. The Company expects to continue to incur losses, and its ability to achieve and sustain profitability will depend on the achievement of sufficient revenues to support the Company’s cost structure. The Company may never achieve profitability and, unless and until it does, the Company will need to continue to raise additional capital. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In connection with the Business Combination, the Company entered into various agreements to obtain financing through the issuance of debt and through stock subscription agreements. Subsequent to December 31, 2023, the Company received the Pre-Paid Advance, the Pre-Paid Advance, The Company’s future capital requirements will depend on many factors, including the Company’s growth rate, the timing and extent of its spending to support research and development activities, the timing and cost of establishing additional sales and marketing capabilities, and the timing and cost to introduce new and enhanced products. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company, or at all. Any additional debt financing obtained by the Company in the future could also involve restrictive covenants relating to the Company’s capital-raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, if the Company raises additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, its existing stockholders could suffer significant dilution in their percentage ownership of the Company, and any new equity securities the Company issues could have rights, preferences and privileges senior to those of holders of the Company’s common stock. If the Company is unable to obtain adequate financing or financing on terms satisfactory to the Company when the Company requires it, the Company’s ability to continue to grow or support its business and to respond to business challenges could be significantly limited. Reclassification Certain reclassifications have been made to the prior year consolidated statement of operations and comprehensive loss to conform to the current year presentation. The reclassification had no impact on the previously reported consolidated balance sheet, statement of stockholders’ equity (deficit) or cash flows. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Company’s operating results. Business Risk and Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The majority of the Company’s cash is invested in U.S. dollar deposits with a reputable bank in the United States. Management believes that minimal credit risk exists with respect to the financial institution that holds the Company’s cash. At times, such cash may be in excess of insured limits established by the Federal Deposit Insurance Corporation. The Company performs ongoing credit evaluations of its customers and generally does not require collateral for accounts receivable. Payment terms range from cash in advance to 30 days from delivery of products or services but may fluctuate depending on the terms of each specific contract. During the year ended December 31, 2023, one customer represented 49% of revenue. During the year ended December 31, 2022, one customer represented 98% of revenue. As of December 31, 2023, one customer represented 100% of accounts receivable. As of December 31, 2022, there were no customer concentrations in accounts receivable. The Company’s products require approvals from the Food and Drug Administration and international regulatory agencies prior to commercialized sales. The Company’s future products may not receive required approvals. If the Company was denied such approvals, or if such approvals were delayed, it would have a material adverse impact on the Company’s business, results of operations and financial condition. Certain componen ts and services Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company had restricted cash equivalents of $20,000 as of December 31, 2023 and 2022. Restricted Cash Restricted cash is comprised of cash held in an account subject to a collateral agreement to be used for the Company’s corporate credit card program. Accounts Receivable Accounts receivable are carried at the amount due. Accounts receivable are written off when management deems all realistic efforts to collect the amount outstanding have been exhausted. A provision for credit losses is estimated by management based on evaluations of its historical bad debt and current collection experience. As of December 31, 2023 and 2022, a provision for credit losses was not required. Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method. The Company periodically reviews the value of items in inventory and provides write-offs of inventory that is obsolete. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Once inventory has been written down below cost, it is not subsequently written up. Property and Equipment, Net Property and equipment, net are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to current operations as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful lives of the assets. Leases The Company primarily enters into leases for office space that are classified as operating leases. The Company determines if an arrangement is or contains a lease at inception. The Company accounts for leases by recording right-of-use (“ROU”) lease right-of-use assets, the non-cancelable period The Company’s leases do not provide a readily determinable implicit discount rate. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The lease payments related to the next 12 months are included in operating lease liabilities, current on the consolidated balance sheets. The Company recognizes a single lease cost on a straight-line basis over the term of the lease, and the Company classifies all cash payments within operating activities in the consolidated statements of cash flows. The Company did not have any finance leases as of December 31, 2023 or 2022. Intangible Assets The Company’s intangible assets are comprised of patents with a useful life of 12 years. Patents are amortized on a straight-line basis over their useful life. Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of an asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. Management has reviewed the Company’s long-lived assets and recorded no impairment charge for the years ended December 31, 2023 and 2022. Fair Value Measurements The Company applies the requirements of the fair value measurements framework, which establishes a hierarchy for measuring fair value and requires enhanced disclosures about fair value measurements. The fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement guidance also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy in which these assets and liabilities must be grouped based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s financial assets measured on a recurring basis included certificates of deposit totaling $20,000 as of December 31, 2023 and 2022 and were classified as Level 2 financial assets. The Company did not have any financial liabilities measured on a recurring basis as of December 31, 2023 and 2022. Convertible Debt The Company evaluates its financial instruments to determine if they are freestanding financial instruments. The Company also evaluates its convertible debt for embedded derivatives. Embedded provisions (like conversion options) are assessed to determine if they qualify as embedded derivatives that require separate accounting. Debt issuance costs are recorded as a reduction to the carrying amount of the convertible debt and are amortized to interest expense using the effective interest method. The convertible debt is classified as short-term or long-term based on the term of the note. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these goods or services. The Company determines revenue recognition through the following steps: 1) Identification of the contract, or contracts, with a customer The Company considers the terms and conditions of the contract in identifying the contracts. The Company determines a contract with a customer to exist when the contract is approved, each party’s rights regarding the goods or services to be transferred can be identified, the payment terms for the goods or services can be identified, it has been determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. 2) Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) product sales, (ii) maintenance contracts and (iii) other services including training. 3) Determination of the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company’s contracts do not contain a significant financing component. 4) Allocation of the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price. 5) Recognition of revenue when, or as a performance obligation is satisfied For product sales and services, revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised goods or services to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Training and maintenance services are generally recognized upon invoicing in amounts that correspond directly with the value to the customer of the performance completed to date which primarily includes professional service arrangements entered on a time and materials basis. All of the revenue recognized by the Company during the years ended December 31, 2023 and 2022 was recognized at a point in time. Revenue recognized during the years ended December 31, 2023 and 2022 is disaggregated as follows: 2023 2022 Product $ 17,832 $ 701,092 Service 22,523 7,152 $ 40,355 $ 708,244 Revenue recognized by geography during the years ended December 31, 2023 and 2022 is as follows: 2023 2022 United States $ 35,165 $ 7,200 International 5,190 701,044 $ 40,355 $ 708,244 The Company had no contract assets as of December 31, 2023 and 2022 and no contract liabilities as of December 31, 2022. The Company had contract liabilities of $347,619 as of December 31, 2023, which are expected to be fully recognized in revenue in 2024. Shipping and Handling Costs Shipping and handling activities are typically performed before the customer obtains control of the goods, and the related costs are therefore expensed as incurred. Shipping and handling costs are included in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss. Shipping and handling costs incurred for inventory purchases are expensed in cost of revenue when sold. Product Warranty The Company’s products sold to customers are generally subject to warranties between one and two years, which provides for the repair or replacement of products, at the Company’s option, that fail to perform with stated specifications. The Company estimates future warranty obligations related to those products. To date, product warranty claims have not been significant. Research and Development Costs Research and development costs incurred by the Company include salaries, purchased services, operating materials and supplies, depreciation, and amortization, and are expensed as incurred. These costs for the years ended December 31, 2023 and 2022, amounted to $1,485,636 and $2,386,086, respectively. Advertising Advertising and promotion costs are expensed as incurred. Advertising expenses were not significant for the years ended December 31, 2023 and 2022. Grant Income Periodically, the Company is awarded grants on a cost reimbursement basis. Costs are expensed when incurred and reimbursable on a monthly or quarterly basis with the offset booked as a contra-expense to the applicable functional area in the consolidated statements of operations and comprehensive loss. Income Taxes Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets may be reduced by a valuation allowance if it is more-likely-than-not that The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the more-likely-than-not threshold, Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair market value of the award. Stock-based compensation is recognized as expense on a ratable basis over the requisite service period of the award. The Company values stock options using the Black-Scholes option pricing model. This model requires the use of highly subjective and complex assumptions which determine the fair value of stock-based awards, including the option’s expected term, stock price volatility and risk-free interest rates. Forfeitures are recorded as they occur. Comprehensive Loss Comprehensive loss is defined as the change in the equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive common share equivalents outstanding for the period determined using the treasury-stock and if-converted methods. The following securities were excluded from the calculation of net loss per share because the inclusion would be anti-dilutive as of December 31: 2023 2022 Common stock warrants 1,231,484 905,470 Options outstanding 3,646,922 3,940,536 Potential shares from convertible notes 2,073,554 714,870 Subscription agreements 3,833,912 — 10,785,872 5,560,876 Fair Value of Financial Instruments The fair value of the Company’s financial instruments, including cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values because of the relatively short maturity of these instruments. The carrying value of the Company’s borrowings approximates fair value based on current rates offered to the Company for instruments with similar terms. Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments held-to-maturity Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment In December 2023, the FASB issued ASU 2023-09, Income d |
GIGCAPITAL5, INC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
The Company and Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Net Loss Per Share of Common Stock The Company’s statements of operations and comprehensive loss include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class per share. Net income per share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held in the Trust Account by the weighted-average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable non-redeemable When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to Mr. Weightman subject to forfeiture representing 5,000 shares of common stock underlying a restricted stock award for the period it was outstanding. Since the Company was in a net loss position during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the periods presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Reconciliation of Net Loss Per Common Share In accordance with the two-class 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 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 $ (5,132,332 ) $ (3,918,090 ) Denominator: Weighted-average non-redeemable Weighted-average non-redeemable 6,540,000 6,540,000 Net loss per share, non-redeemable $ (0.78 ) $ (0.60 ) Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. There were no cash equivalents as of December 31, 2023 and 2022. Cash and Marketable Securities Held in Trust Account As of December 31, 2023, the assets held in the Trust Account consisted of cash. As of December 31, 2022, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Convertible Promissory Note - Related Party The Company accounts for its Working Capital Note under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). Under ASC 815-15-25, non-cash Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Offering costs in the amount of $13,193,740 consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Offering. Offering costs were charged to stockholders’ deficit and recorded in additional paid-in Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. As of December 31, 2023 and 2022, 2,114,978 and 4,014,050 shares of common stock, respectively, were issued and outstanding and subject to possible redemption. Stock-based Compensation Stock-based compensation related to restricted stock awards is based on the fair value of common stock on the grant date. The shares underlying the Company’s restricted stock award to Mr. Weightman is subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
Inventory | 4. Inventory Inventory consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, Raw materials $ 2,509,875 $ 2,529,364 Work in process 1,405,128 1,627,802 Finished Goods 201,225 261,031 Total $ 4,116,228 $ 4,418,197 | 2. Inventory Inventory consisted of the following as of December 31: 2023 2022 Raw materials $ 2,529,364 $ 2,567,311 Work in process 1,627,802 1,683,341 Finished Goods 261,031 528,254 Total $ 4,418,197 $ 4,778,906 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consisted of the following as of March 31, 2024 and December 31, 2023: Useful Life March 31, December 31, Scanners 5 Years $ 2,826,983 $ 3,309,957 Computer and lab equipment 3-5 Years 1,359,491 1,359,491 Leasehold improvements Various 421,266 421,266 Software 3 Years 40,599 40,599 Furniture and fixtures 7 Years 82,336 82,336 4,730,675 5,213,649 Less: accumulated depreciation (4,576,602 ) (4,722,729 ) $ 154,073 $ 490,920 Depreciation expenses were $52,403 and $70,356 for the three months ended March 31, 2024 and 2023, respectively. | 3. Property and Equipment, Net Property and equipment, net consisted of the following as of December 31: Useful Life 2023 2022 Scanners 5 Years $ 3,309,957 $ 3,047,841 Computer and lab equipment 3-5 Years 1,359,491 1,346,726 Leasehold improvements Various 421,266 421,266 Software 3 Years 40,599 40,599 Furniture and fixtures 7 Years 82,336 82,336 5,213,649 4,938,768 Less: accumulated depreciation (4,722,729 ) (4,441,021 ) $ 490,920 $ 497,747 Depreciation expenses were $294,813 and $465,869 for the years ended December 31, 2023 and 2022, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets, Net | 6. Intangible Assets, Net Intangible assets, net consisted of the following as of March 31, 2024: Useful Life Gross Carrying Value Accumulated Amortization Net Carrying Value Useful Life Remaining Patents 12 Years $ 2,230,570 $ 2,186,901 $ 43,669 0.25 Years Intangible assets, net consisted of the following as of December 31, 2023: Useful Life Gross Carrying Value Accumulated Amortization Net Carrying Value Useful Life Remaining Patents 12 Years $ 2,230,570 $ 2,140,431 $ 90,139 0.50 Years Amortization expense was $46,470 for each of the three months ended March 31, 2024 and 2023. As of March 31, 2024, future amortization is as follows: Year ending December 31: 2024 (remaining) $ 43,669 | 4. Intangible Assets, Net Intangible assets, net consisted of the following as of December 31, 2023: Useful Gross Carrying Accumulated Net Carrying Useful Life Patents 12 Years $ 2,230,570 $ 2,140,431 $ 90,139 0.50 Years Intangible assets, net consisted of the following as of December 31, 2022: Useful Gross Carrying Accumulated Net Carrying Useful Life Patents 12 Years $ 2,230,570 $ 1,954,550 $ 276,020 1.50 Years Amortization expense was $185,881 for each of the years ended December 31, 2023 and 2022. As of December 31, 2023, future amortization is as follows: Year ending December 31: 2024 $ 90,139 |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2023 | |
Offsetting [Abstract] | |
Balance Sheet Details | 7. Balance Sheet Details Prepaid expenses and other current assets consisted of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, Prepaid insurance $ 910,208 $ 9,808 Prepaid licenses and subscriptions 99,493 8,536 Other 185,588 196,635 Total $ 1,195,289 $ 214,979 Accrued expenses and other current liabilities consisted of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, Accrued legal $ 2,065,739 $ 24,729 Accrued excise taxes 202,341 — Accrued advisory fee 100,000 — Other 445,182 344,922 Total $ 2,813,262 $ 369,651 |
Offering
Offering | 12 Months Ended |
Dec. 31, 2023 | |
GIGCAPITAL5, INC [Member] | |
OFFERING | 4. OFFERING On September 28, 2021, the Company completed the closing of the Offering whereby the Company sold 23,000,000 Public Units at a price of $10.00 per Public Unit. Each Public Unit consists of one Public Share and one Public Warrant. Each whole Public Warrant Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 30-month one-month 30-trading On November 1, 2021, the Company announced that the holders of the Company’s Public Units may elect to separately trade the securities underlying such Public Units which commenced on November 4, 2021. Any Public Units not separated continued to trade on the New York Stock Exchange (“NYSE”) under the symbol “GIA.U.” Any underlying shares of common stock and warrants that were separated traded on the NYSE under the symbols “GIA,” and “GIA.WS,” respectively. On April 21, 2023, the Company delisted the Public Units, shares of common stock and warrants from NYSE and listed the shares of the Company common stock on the Nasdaq Global Market (“Nasdaq”) under the symbol “GIA.” From April 21, 2023 until the Effective Time, the Public Units and the warrants trade at the OTC Markets Group Inc. under the symbols “GIAFU” and “GIAFW,” respectively. The Company applied for listing of the common stock of the Combined Company and the warrants of the Combined Company on the Nasdaq under the symbols “QTI” and “QTI.WS,” respectively, at the Effective Time. The symbol for the warrants was rejected so only the common stock is trading on the Nasdaq under the symbol GTI. The warrants trade in the over-the-counter market under the symbol QTIWW |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following as of December 31: 2023 2022 Accrued vacation $ 55,683 $ 91,125 Accrued wages 65,173 80,904 Accrued legal 24,729 79,691 Accrued interest 50,037 — Other 174,029 116,646 Total $ 369,651 $ 368,366 |
Long-Term Debt
Long-Term Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Debt | 8. Long-Term Debt Paycheck Protection Program Loan On February 24, 2021 and May 5, 2020, the Company received loans (“PPP Loans”) from US Bank in the amounts of $1,158,265 (“Loan 2”) and $1,158,266 (“Loan 1”), respectively, to fund payroll, rent and utilities through the Paycheck Protection Program (“PPP”). Original loan terms were revised by the PPP Flexibility Act of 2020. Under the terms of the PPP, up to 100% of the loan and related interest was forgivable if the proceeds were used for covered expenses and certain other requirements related to wage rates were met. For Loan 1, the Company applied for forgiveness on June 7, 2021, and received forgiveness of $873,151 in principal and $9,823 in interest from the Small Business Administration (“SBA”) on June 14, 2021. For Loan 2, the Company applied for forgiveness on November 9, 2021, and received forgiveness of $930,246 in principal and $6,822 in interest on November 15, 2021. The remaining balance of Loan 1 of $285,115 is payable in monthly installments of $6,400, including interest at 1%, beginning August 5, 2021, with the final payment due May 5, 2025. As of March 31, 2024, the total principal outstanding under Loan 1 was $89,035, of which $76,251 was current and $12,784 was noncurrent. As of December 31, 2023, the total principal outstanding under Loan 1 was $107,979, of which $76,058 was current and $31,921 was noncurrent. The remaining balance of Loan 2 of $228,019 is payable in monthly installments of $4,605, including interest at 1%, beginning December 27, 2021, with the final payment due February 27, 2026. As of March 31, 2024, the total principal outstanding under Loan 2 was $104,843, of which $54,447 was current and $50,396 was noncurrent. As of December 31, 2023, the total principal outstanding under Loan 2 was $118,369, of which $54,308 was current and $64,061 was noncurrent. Interest expense for Loan 1 and Loan 2 for the three months ended March 31, 2024 and 2023 was $545 and $863, respectively. The SBA may undertake a review of a loan of any size during the six-year period following forgiveness or repayment of the loan. The review may include the loan forgiveness application, as well as whether the Company received the proper loan amount. The timing and outcome of any SBA review is not known. Convertible Notes Payable In June 2021, the Company entered into a convertible promissory note agreement (the “Note”) with USCG for advances of up to $10,000,000. The Company could have made advances on the Note up to six months after the inception of the Note unless extensions for advances were mutually agreed between both parties. The Note bore interest at 12% per annum on any amounts drawn with maturity date of July 6, 2024. The Note was collateralized by all assets of the Company and was guaranteed by QT Labs. The terms of the Note include non-financial covenants and, as of March 4, 2024 when the Note converted, the Company was in compliance with those covenants. Through December 31, 2023, the Company issued warrants in connection with the note to purchase a total of 5,091 shares of common stock which 3,540 shares are exercisable at a price of $12.40 per share and 1,551 shares are exercisable at a price of $11.67 per share. The fair value of the warrants, along with financing fees, were recorded as debt issuance costs and presented in the condensed consolidated balance sheets as a deduction from the carrying amount of the Note. On March 4, 2024, these warrants were terminated in accordance with the Business Combination Agreement. The Note was convertible, at the Company’s option, before the Note matured upon the closing of a single transaction or a series of transactions with a minimum of $15,000,000 of cash proceeds raised in the aggregate. If elected, the conversion price is 90% of the price per share in the qualified financing. Management assessed whether the embedded features in the Note should have been bifurcated from the debt host and concluded that none of the features required to be accounted for separately from the debt instrument. In November 2023 and in connection with the Fourth Amendment and issuance of the senior secured convertible promissory note to US Capital as part of the Securities Purchase Agreement as described below (the “US Capital Note”), the outstanding loan balances of the Note of $2,495,000 with accrued interest of $635,854 was considered extinguished. In November 2023, the Company recorded $376,086 as a loss on extinguishment in other expenses in the condensed consolidated statements of operations and comprehensive loss, and includes a commission paid of $20,000, remaining unamortized debt issuance costs on the Note of $32,828 and the fair value of warrants to purchase 16,320 shares of common stock of $156,505. As of December 31, 2023, the total Note and US Capital Note balance was $3,294,659 net of unamortized debt issuance costs of $36,194, and accrued interest of $50,037. Interest expense, including amortization of debt issuance costs, for the three months ended March 31, 2024 and 2023 was $88,692 and $84,597, respectively. On March 4, 2024, the Note principal and related accrued interest balance of $3,233,388 and the US Capital Note principal balance of $200,000 was converted into 359,266 and 100,000 shares of common stock, respectively. Additionally, warrants to purchase 16,320 shares of the Company’s common stock were net settled into 5,594 shares of common stock. Bridge Loan In November 2023, the Company entered into a Securities Purchase Agreement and raised a private secured convertible bridge financing in the aggregate amount of $1,000,000 (“Bridge Loan”) from five investors (“Bridge Lenders”). Each Bridge Loan of $200,000 bore no interest but had a cash option value at the date maturity of 120% or $240,000 of the Bridge Loan at each Bridge Lender’s option. The maturity date was the closing date of the Business Combination as defined in Note 1. The Bridge Loan conversion price was at $2.00 per share on a post-business combination. On March 4, 2024, four of the five Bridge Loan holders elected the cash option and were paid an aggregate of $960,000 on the Merger Date. This payment premium totaling $160,000 was recorded as interest expense for the three months ended March 31, 2024. As of March 31, 2024, there was no amount outstanding for the Bridge Loan. As of December 31, 2023, the outstanding amount of the Bridge Loan, excluding the US Capital Note, was $774,337, net of unamortized debt issuance costs of $25,663. Interest expense from the amortization of debt issuance costs for the three months ended March 31, 2024 and 2023 was $25,663 and $0, respectively. Yorkville Pre-paid On March 4, 2024, the Company received the Pre-Paid Advance of $10,000,000 from Yorkville that will be due 15 months from the date of issuance, and interest shall accrue on the outstanding balance of the Yorkville Note at an annual rate equal to 6%, subject to an increase to 18% upon an event of default as described in the Yorkville Note. The Yorkville Note is convertible by Yorkville into shares of the Company’s common stock. As consideration for the Pre-Paid Advance, immediately prior to, and substantially concurrently with, the closing of the Business Combination, QT Imaging issued to Yorkville that number of shares of QT Imaging which converted in the aggregate into 1,000,000 shares of the Company’s common stock upon the completion of the Business Combination. In accordance with ASC 470-20, the proceeds of $10,000,000 were recorded between the promissory note and common stock less debt origination costs of $975,000, consisting of a $375,000 commitment fee for the SEPA and an original issue discount of 6% for the Pre-Paid Advance, on a relative fair value basis. A structuring fee of $20,000 was expensed in other expense within the condensed consolidated statement of loss and comprehensive loss during the three months ended March 31, 2024. As noted in Note 3, the Pre-Paid Advance contained Derivatives that were bifurcated and recorded a separate instrument. The initial value of Derivatives of $5,120,900 was recorded as a debt discount against the Pre-Paid Advance in the condensed consolidated balance sheet as of March 31, 2024. As of March 31, 2024, the outstanding amount of the Yorkville Pre-paid Advance was $2,227,062 net of issuance costs and the fair value of the bifurcated derivative of $7,772,938, and accrued interest of $44,384. Interest expense, including amortization of debt issuance costs, for the three months ended March 31, 2024 and 2023 was $233,630 and $0, respectively. Cable Car Loan In February 2024, GigCapital5 and QT Imaging entered into a Cable Car Loan with Cable Car, pursuant to which Cable Car agreed to advance $1,500,000 at the closing of the Business Combination, as was evidenced by the Loan, dated March 4, 2024, by and between QT Imaging and Cable Car. The Loan does not in-kind interest on the Loan, QT Imaging issued to Cable Car that number of shares of QT Imaging which at the completion of the Business Combination would be converted in accordance with the terms of the Business Combination Agreement into 180,000 shares of the Company’s common stock. In accordance with ASC 470-20, the proceeds of $1,500,000 were recorded between the promissory note and common stock less debt origination costs of $40,740, consisting of a legal fees, on a relative fair value basis. As of March 31, 2024, the outstanding amount of the Cable Car Loan was $1,040,450 net of issuance costs of $459,550. Interest expense, including amortization of debt issuance costs, for the three months ended March 31, 2024 and 2023 was $27,522 and $0, respectively. Future principal payments on the long-term debt as of March 31, 2024 are as follows: Year ending December 31: 2024 (remaining) $ 97,896 2025 11,586,784 2026 9,198 Total payments 11,693,878 Less: Unamortized debt issuance costs (8,232,488 ) Less: Current maturities of long-term debt (130,698 ) Long-term debt $ 3,330,692 | 6. Long-Term Debt Paycheck Protection Program Loan On February 24, 2021 and May 5, 2020, the Company received loans (“PPP Loans”) from U S in the amounts of $ (“Loan 2”) and $ (“Loan 1”), respectively, to fund payroll, rent and utilities through the Paycheck Protection Program (“PPP”). Original loan terms were revised by the PPP Flexibility Act of 2020. Under the terms of the PPP, up to % of the loan and related interest was forgivable if the proceeds were used for covered expenses and certain other requirements related to wage rates were met. For Loan 1, the Company applied for forgiveness on June 7, 2021, and received forgiveness of $ in principal and $ in interest from the Small Business Administration (“SBA”) on June 14, 2021. For Loan 2, the Company applied for forgiveness on November 9, 2021, and received forgiveness of $ in principal and $ in interest on November 15, 2021. The remaining balance of Loan 1 of $285,115 is payable in monthly installments of $6,400, including interest at 1%, beginning August 5, 2021, with the final payment due May 5, 2025. As of December 31, 2023, the total principal outstanding under Loan 1 was $107,979, of which $76,058 was current and $31,921 was noncurrent. As of December 31, 2022, the total principal outstanding under Loan 1 was $183,273, of which $75,294 was current and $107,979 was noncurrent. The remaining balance of Loan 2 of $228,019 is payable in monthly installments of $4,605, including interest at 1%, beginning December 27, 2021, with the final payment due February 27, 2026. As of December 31, 2023, the total principal outstanding under Loan 2 was $118,369, of which $54,308 was current and $64,061 was noncurrent. As of December 31, 2022, the total principal outstanding under Loan 2 was $172,132, of which $53,763 was current and $118,369 was noncurrent. Interest expense for Loan 1 and Loan 2 for the years ended December 31, 2023 and 2022 was $3,004 and $4,305, respectively. The SBA may undertake a review of a loan of any size during the six-year period Convertible Notes Payable In June 2021, the Company entered into a convertible promissory note agreement (the “Note”) with USCG for advances of up to $10,000,000. Advances on the Note can be made to the Company up to six months after the inception of the Note unless extensions for advances to be made is mutually agreed between both parties. The Note bears interest at 12% per annum on any amounts drawn and matures on July 6, 2024. The Note is collateralized by all assets of the Company and is guaranteed by QT Labs. The terms of the Note include non-financial covenants covenants. Through December 31, 2023, the Company issued warrants in connection with the note to purchase a total of 14,854 shares of common stock which 10,329 shares are exercisable at a price of $4.25 per share and 4,525 shares are exercisable at a price of $4.00 per share. The fair value of the warrants, along with financing fees, were recorded as debt issuance costs and presented in the consolidated balance sheets as a deduction from the carrying amount of the Note. The Note is convertible, at the Company’s option, before the Note matures upon the closing of a single transaction or a series of transactions with a minimum of $15,000,000 of cash proceeds raised in the aggregate. If elected, the conversion price would be 90% of the price per share in the qualified financing. Management assessed whether the embedded features in the Note should have been bifurcated from the debt host and concluded that none of the features required to be accounted for separately from the debt instrument. In connection with the Fourth Amendment and issuance of the senior secured convertible promissory note to US Capital as part of the Bridge Loan (the “US Capital Note”), the outstanding loan balances of the Note of $2,495,000 with accrued interest of $635,854 was considered extinguished. The Company recorded $376,086 as a loss on extinguishment in other expenses in the consolidated statements of operations and comprehensive loss, and includes a commission paid of $20,000, remaining unamortized debt issuance costs on the Note of $32,828 and the fair value of warrants to purchase 60,329 shares of common stock of $156,505. As of December 31, 2023, the total Note and US Capital Note balance was $3,294,659 net of unamortized debt issuance costs of $36,194, and accrued interest of $50,037. As of December 31, 2022, the outstanding amount of the Note was $2,426,263, net of unamortized debt issuance costs of $68,737. Interest expense, including amortization of debt issuance costs, for the years ended December 31, 2023 and 2022 was $340,758 and $326,255, respectively. Bridge Loan In November 2023, the Company entered into a Bridge Loan with the Bridge Lenders in aggregate amount of $1,000,000. Each Bridge Loan of $200,000 bears no interest but has a cash option value at the date maturity of 120% or $240,000 of the Bridge Loan at each Bridge Lender’s option. Maturity date is the closing date of the Business Combination as defined in Note 1. The Bridge Loan conversion is at $2.00 per share on a post-business combination and, as of December 31, 2023, an aggregate of 1,369,255 shares of common stock would be issued if the entire Bridge Loan was converted. As of December 31, 2023, the outstanding amount of the Bridge Loan, excluding the US Capital Note, was $774,337, net of unamortized debt issuance costs of $25,663. Interest expense from the amortization of debt issuance costs for the year ended December 31, 2023 was $21,592. Future principal payments on the long-term debt as of December 31, 2023 are as follows: Year ending December 31: 2024 $ 4,261,221 2025 86,784 2026 9,196 Total Payments 4,357,201 Less: Unamortized debt issuance costs (61,857 ) Less: Current maturities of long-term debt (4,199,362 ) Long-term debt $ 95,982 |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Leases [Abstract] | ||
Leases | 9. Leases The Company leases its operating facilities in Novato, California, under a non-cancelable operating lease through May 31, 2027. There are no options or rights to extend the term of this lease. The following table reflects the Company’s ROU assets and lease liabilities as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, Assets: Operating lease ROU assets, net $ 1,186,815 $ 1,267,121 Liabilities: Operating lease liabilities, current $ 372,010 $ 361,305 Operating lease liabilities 966,253 1,062,633 $ 1,338,263 $ 1,423,938 The following table presents supplemental cash flow information related to the Company’s operating leases for the three months ended: March 31, March 31, Operating cash flows from operating leases $ 113,586 $ 110,278 As of March 31, 2024, the maturity of operating lease liabilities was as follows: Year ending December 31: 2024 (remaining) $ 348,710 2025 476,164 2026 490,449 2027 206,864 Total payments 1,522,187 Less: Interest (183,924 ) Present value of obligations $ 1,338,263 The operating lease expense for the three months ended March 31, 2024 and 2023, was $113,535 and $113,283, respectively, of which $5,319 and $5,067, respectively, were related to leases with a term of less than 12 months. The weighted-average remaining lease term was approximately 3.2 years as of March 31, 2024. The weighted-average discount rate for the three months ended March 31, 2024 was 8%. | 7. Leases The Company leases its operating facilities in Novato, California, under a non-cancelable operating The following table reflects the Company’s ROU assets and lease liabilities as of December 31: 2023 2022 Assets: Operating lease ROU assets, net $ 1,267,121 $ 1,572,323 Liabilities: Operating lease liabilities, current $ 361,305 $ 313,448 Operating lease liabilities 1,062,633 1,423,938 $ 1,423,938 $ 1,737,386 The following table presents supplemental cash flow information related to the Company’s operating leases for the years ended December 31: 2023 2022 Operating cash flows from operating leases $ 441,111 $ 428,263 As of December 31, 2023, the maturity of operating lease liabilities was as follows: Year ending December 31: 2024 $ 462,295 2025 476,164 2026 490,449 2027 206,864 Total payments 1,635,772 Less: Interest (211,834 ) Present value of obligations $ 1,423,938 The operating lease expense for the years ended December 31, 2023 and 2022, was $453,889 and $452,894, respectively, of which $21,024 and $20,029, respectively, were related to leases with a term of less than 12 months. The weighted-average remaining lease term was approximately 3.4 years as of December 31, 2023. The weighted-average discount rate for the year ended December 31, 2023 was 8%. |
Contingencies
Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Other Commitments [Line Items] | ||
Contingencies | 10. Contingencies Litigation The Company is subject to occasional lawsuits, investigations, and claims arising out of the normal conduct of business. As of the date the consolidated financial statements were available to be issued, management is not aware of any pending claims that will have a material impact on the Company’s consolidated financial statements. | 8. Contingencies Litigation The Company is subject to occasional lawsuits, investigations, and claims arising out of the normal conduct of business. As of the date the consolidated financial statements were available to be issued, management is not aware of any pending claims that will have a material impact on the Company’s consolidated financial statements. |
GIGCAPITAL5 INC [Member] | ||
Other Commitments [Line Items] | ||
Contingencies | 6. COMMITMENTS AND CONTINGENCIES Registration Rights On September 23, 2021, the Company entered into a registration rights agreement with its Founder and Insiders. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Underwriters Agreement The Company granted the underwriters a 45-day The Company paid an underwriting discount of $0.20 per Public Unit to the Underwriters at the closing of the Offering. The underwriting discount was paid in cash. In addition, the Company has agreed to pay deferred underwriting commissions of $0.40 per Public Unit, or $9,200,000 in the aggregate, including the Underwriters’ over-allotment option which was exercised in full. The deferred underwriting commission will become payable to the Underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, including the performance of services described therein. On March 20, 2023, one of the Underwriters, Wells Fargo, waived all of their portion of the deferred underwriting fees totaling $6,440,000. The Underwriters will use their commercially reasonable efforts to provide the Company with the following services: 1) originating and introducing the Company to potential targets for a Business Combination; 2) arranging non-deal Non-Redemption Agreements QT Imaging, the Company and certain investors led by Meteora Capital Partners, LP (all investors participating in such financing, the “Stock Subscription Investors”), have entered into definitive subscription agreements (the “Stock Subscription Agreements”), pursuant to which the Stock Subscription Investors have subscribed for the purchase of shares of QT Imaging Common Stock in such amount that upon the completion of the Merger and the application of the Exchange Ratio will be exchanged for such consideration as is provided for in the Business Combination Agreement, including that number of shares of common stock of the Combined Company (“Combined Company Common Stock”) as is equal in the aggregate to 1,400,000 shares of Combined Company Common Stock . Meteora Capital Partners, LP, has an economic interest in the sponsor of the Company, GigAcquisitions5, LLC. The aggregate gross proceeds under the Stock Subscription Agreements to QT Imaging will be $ 3,500,000 (although this amount could be increased by additional subscriptions). In addition, certain Stock Subscription Investors that collectively subscribed to purchase the equivalent o f 1,200,000 shares of Combined Company Common Stock pursuant to the Stock Subscription Agreements in November 2023 have separately entered into with the Company a non-redemption agreement (the “November 2023 Non-Redemption Agreements”) pursuant to which each such Stock Subscription Investor has agreed to not redeem up to 400,000 shares of GigCapital5 Common Stock in exchange for a cash payment by the Company with cash from its Trust Account in a per share amount equal to the redemption price less $ 2.50 per share. For each share of GigCapital5 Common Stock that a Stock Subscription Investor does not redeem pursuant to the terms of a November 2023 Non-Redemption Agreement, the obligation of such Stock Subscription Investor to purchase shares of QT Imaging Common Stock pursuant to the Stock Subscription Agreements will be correspondingly reduced in an equal amount with respect to the number of shares of Combined Company Common Stock that would be received upon the exchange that occurs at the closing of the Merger. Furthermore, for each share of GigCapital5 Common Stock that a Stock Subscription Investor does not redeem pursuant to the terms of a November 2023 Non-Redemption Agreement, the aggregate number of shares of Combined Company Common Stock issued as consideration to the securities holders of QT Imaging in the Merger shall also be correspondingly reduced. Yorkville Agreement On November 15, 2023, the Company entered into a Standby Equity Purchase Agreement with QT Imaging and YA II PN, Ltd. (“Yorkville”) , pursuant to which, upon the closing of the Merger, QTI Holdings can sell to Yorkville up to $ 50.0 million of QTI Holdings’ common stock at QTI Holdings’ request any time during the 36 months following the closing of the Merger. In addition, QTI Holdings can also request a pre-paid advance (the “Pre-Paid Advance”) from Yorkville up to an amount of $ 10.0 million at the closing of the Merger in the form of a convertible promissory note. As consideration for the Pre-Paid Advance, immediately prior to, and substantially concurrently with, the closing of the Merger, QT Imaging will issue to Yorkville that number of shares which will further convert in the aggregate into 1,000,000 shares of common stock of QTI Holdings upon the completion of the Merger. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stockholders' Deficit | 11. Stockholders’ Deficit Common Stock The Company’s common stock trades on the Nasdaq Stock Exchange under the symbol “QTI”. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance 500,000,000 shares of common stock. Immediately following the Merger, there were 21,437,216 shares of common stock outstanding with a par value of $0.0001. The holder of each share of common stock is entitled to one vote. The Company retroactively adjusted the shares issued and outstanding prior to March 4, 2024 to give effect to the exchange ratio established in the Business Combination Agreement to determine the number of shares of common stock into which they were converted. Common stock reserved for future issuance as of March 31, 2024 is as follows: Common stock warrants 23,889,364 Potential shares from Pre-Paid Advance 10,142,530 Merger earnout consideration shares 9,000,000 Options available under the 2024 Incentive Plan 2,358,093 Potential shares from Cable Car Loan 750,000 Potential shares from convertible notes 244,308 46,384,295 Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, with a par value of $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued and outstanding. The Board has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the Delaware General Corporation Law. The issuance of preferred stock could have the effect of decreasing the trading price of common stock, restricting dividends on the capital stock of the Company, diluting the voting power of the common stock, impairing the liquidation rights of the capital stock of the Company, or delaying or preventing a change in control of the Company. QT Imaging Private Placement Warrants In November 2022, the Company initiated an offering to sell to a select group of accredited investors only, on a private placement basis, 342,703 units for a purchase price of $11.67 per unit (the “Units”), each Unit consisting of one share of common stock and one warrant to purchase one share of common stock (the “QT Imaging Private Placement Warrants”) with an exercise price of $11.67 (the “2022 Offering”). As of December 31, 2023, the Company has issued 167,925 Units for net proceeds of $1,932,850, which 83,534 Units were issued during the three months ended March 31, 2023 for total net proceeds of $956,550. There were no Units issued during the three months ended March 31, 2024. On March 4, 2024, all outstanding QT Imaging Private Placement Warrants were deemed out of the money and terminated in accordance with the Business Combination Agreement. QT Imaging Warrants for Common Stock In addition to the warrants sold as part of the Units in the 2022 Offering, the Company also issued warrants to consultants and to placement agents in association with debt issuances and past private offerings. At the option of the warrant holders, the warrants can be fully settled in shares of common stock, or converted via net share settlement, in which the warrant holder will receive shares equal to the number of shares purchasable under the warrants multiplied by the difference between the fair market value of the shares and the exercise price, divided by the fair market value of the shares. The following table represents the QT Imaging warrant activity as follows for the three months ended March 31, 2024: Number of Warrants Outstanding, January 1, 2024 422,064 Exercised (16,320 ) Terminated pursuant to business combination agreement (405,744 ) Outstanding, March 31, 2024 — The fair value of the QT Imaging warrants issued as part of the 2022 Offering and included in stockholders’ deficit in the condensed consolidated balance sheets was $431,438 for the three months ended March 31, 2023. The fair value of the remaining warrant granted during the three months ended March 31, 2023 was $15,317 and was recorded as issuance costs against the proceeds received from the 2022 Offering. There were no QT Imaging warrants issued during the three months ended March 31, 2024. On March 4, 2024 and in accordance with the terms of the Business Combination Agreement, the Company cancelled and terminated all outstanding warrants that were deemed out of the money with an exercise price of or above $11.67 per warrant, including all warrants sold as part of the Units in the 2022 Offering and warrants that were issued to consultants and placement agents in association with debt issuances and past private offerings. Warrants (Public Warrants and Private Placement Warrants) Warrants will be exercisable at $11.50 per share, and pursuant to the terms of the warrant agreement governing such warrants (the “Warrant Agreement”), the exercise price and number of warrant shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors, and in the case of any such issuance to the Company’s Founder or its affiliates, without taking into account any Founder Shares held by it prior to such issuance), (y) 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 the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s 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, the exercise price of the warrants will 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. Each warrant will become exercisable on the later of 30 days after the completion of the Merger and will expire five years after the completion of the Merger. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the warrants during the exercise period, there will be no net cash settlement of these warrants and the warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act of 1933, as amended (the “Securities Act”),, following the completion of the Merger, for the registration of the shares of common stock issuable upon exercise of the warrants included in the public units issued in the Company’s initial public offering (the “Public Units”) and the private placement units undertaken by the Company concurrently with its initial public offering (the “Private Placement Units”). The new registration statement was filed on April 1, 2024. As of March 31, 2024, there were 23,889,364 warrants outstanding from those that were initially included as a constituent security of the Public Units and the Private Placement Units (the “PubCo Warrants”) with an exercise price of $11.50 per warrant and expiring on March 4, 2029. Subsequent to March 31, 2024, the exercise price of PubCo Warrants will be reduced from $11.50 to $2.30 per warrant and the price per share related to the redemption events described above decreased from $18.00 per share to $3.60 per share in accordance with the terms of the Warrant Agreement as discussed above. | 9. Stockholders’ Deficit Common Stock The Company is authorized to issue 100,000,000 shares of common stock, with a par value of $0.001. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of December 31, 2023 and 2022, there were 27,941,290 and 27,580,040 shares of common stock issued and outstanding, respectively. Future dividends may be paid on the outstanding shares of common stock as and when declared by the Board of Directors out of funds legally available therefor; provided, however, that no dividends shall be made with respect to the common stock until any preferential dividends required to be paid or set apart for any shares of preferred stock have been paid or set apart. Common stock reserved for future issuance as of December 31, 2023 is as follows: Common stock warrants 1,231,484 Options outstanding 3,646,922 Options available under the Plan 3,353,078 Potential shares from convertible notes 2,073,554 Subscription agreements 3,833,912 14,138,960 Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, with a par value of $0.001, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of December 31, 2023 and 2022, there were no shares of preferred stock issued and outstanding. Private Placement In November 2022, the Company initiated an offering to sell to a select group of accredited investors only, on a private placement basis, 1,000,000 units for a purchase price of $4.00 per unit (the “Units”), each Unit consisting of one share of common stock and one warrant to purchase one share of common stock with an exercise price of $4.00 (the “2022 Offering”). As of December 31, 2023, the Company has issued 490,000 Units for net proceeds of $1,932,850, which 261,250 Units were issued in 2023 for total net proceeds of $1,026,550 and 228,750 Units were issued in 2022 for net proceeds of $906,300 in 2022. Warrants for Common Stock In addition to the warrants sold as part of the Units in the 2022 Offering, the Company also issued warrants to consultants and to placement agents in association with debt issuances and past private offerings. At the option of the warrant holders, the warrants can be fully settled in shares of common stock, or converted via net share settlement, in which the warrant holder will receive shares equal to the number of shares purchasable under the warrants multiplied by the difference between the fair market value of the shares and the exercise price, divided by the fair market value of the shares. The following table represents the warrant activity as follows: Number of Outstanding, January 1, 2022 624,508 Granted 280,962 Outstanding, December 31, 2022 905,470 Granted 326,104 Outstanding, December 31, 2023 1,231,574 As of December 31, 2023, outstanding warrants to purchase shares of common stock by exercise price are as follows: Exercise Price Exercisable For Expiration Date(s) Number of $10.00 Common Stock M arc 516,391 $8.50 Common Stock A ugu 150,000 $4.25 Common Stock Jul y 2 temb 10,329 $4.00 Common Stock Novem ber rch 494,525 $2.50 Common Stock November 1, 2028 60,329 1,231,574 The determination of the fair value of warrants to purchase common stock issued during the years ended December 31, 2023 and 2022 is computed using the Black-Scholes option pricing model with the following weighted-average assumptions: 2023 2022 Expected warrant term (years) 5.0 5.6 Expected volatility 60.2 % 62.3 % Risk-free rate of return 4.0 % 3.6 % Expected annual dividend yield — — The fair value of warrants issued as part of the 2022 Offering and included in stockholders’ deficit in the consolidated balance sheets was $462,413 and $404,888 for the years ended December 31, 2023 and 2022, respectively. The fair value of the warrants granted to USCG in connection with the convertible debt described in Note 6. Long-Term Debt, which was included as part of debt issuance costs, was $15,317 and $5,066 for the years ended December 31, 2023 and 2022, respectively. The fair value warrants granted in exchange for services was $0 and $108,100 the years ended December 31, 2023 and 2022, respectively, and was included in selling, general and administrative expenses on the consolidated statements of operations and comprehensive loss. The fair value of the remaining warrants granted during the year ended December 31, 2023 to USCG and US Capital in connection with the Fourth Amendment was $156,505. Subsequent to December 31, 2023 and pursuant to the terms of the Business Combination Agreement, the Company cancelled and terminated all outstanding warrants that were deemed out of the money, which included all warrants with an exercise price of $4.00 or above per warrant. |
GIGCAPITAL5 INC [Member] | ||
Stockholders' Deficit | 7. STOCKHOLDERS’ DEFICIT Common Stock The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of December 31, 2023 and 2022, there were 6,545,000 shares of common stock issued and outstanding and not subject to possible redemption. There were 2,114,978 and 4,014,050 shares of common stock subject to possible redemption issued and outstanding as of December 31, 2023 and 2022, respectively. As of December 31, 2023, common stock reserved for future issuance was 23,945,000, which included warrants to purchase 23,795,000 shares of common stock and 150,000 potential shares of common stock to be issued if the Working Capital Note is converted in full. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of December 31, 2023 and 2022, there were no shares of preferred stock issued and outstanding. Warrants (Public Warrants and Private Placement Warrants) Warrants will be exercisable at $11.50 per share, and the exercise price and number of warrant shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors, and in the case of any such issuance to the Company’s Founder or its affiliates, without taking into account any Founder Shares held by it prior to such issuance), (y) 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 the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading-day Each warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption. However, if the Company does not complete its initial Business Combination on or prior to the 30-month one-month 30-trading Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination, for the registration of the shares of common stock issuable upon exercise of the warrants included in the Public Units and Private Placement Units. As of December 31, 2023 and 2022, there were 23,795,000 warrants outstanding. Stock-based Compensation Included in the outstanding shares of common stock are 15,000 Insider shares, of which 5,000 Insider shares were issued to Mr. Weightman, the Company’s Treasurer and Chief Financial Officer, and 10,000 Insider shares were issued to ICR solely in consideration of future services pursuant to the Insider Shares Grant Agreements dated September 23, 2021, between the Company and each of the Insiders. The 5,000 Insider shares issued to Mr. Weightman are subject to forfeiture as described in Note 5 while the 10,000 Insider shares issued to ICR are not subject to forfeiture. The grant date fair value of the 10,000 shares was expensed upon issuance. If an initial Business Combination occurs and the 5,000 shares have not been previously forfeited, the fair value of the common stock on the date the shares vest will be recognized as stock-based compensation in the Company’s statements of operations and comprehensive loss when the completion of the Business Combination becomes probable. |
Stock Incentive Plan
Stock Incentive Plan | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock Incentive Plan | 12. Stock Incentive Plans 2024 Equity Incentive Plan On February 15, 2024, at the Annual Meeting, the GigCapital5 stockholders considered and approved the 2024 Equity Incentive Plan (the “2024 Incentive Plan”) and reserved 2,358,093 shares of common stock for issuance thereunder. The 2024 Incentive Plan became effective immediately upon the Closing of the Business Combination on March 4, 2024. The term of the 2024 Incentive Plan is 10 years. The number of shares of common stock reserved for issuance under the 2024 Incentive Plan will automatically increase on January 1 of each year, beginning on January 1, 2025 and continuing through January 1, 2035, by 5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the board of directors. Under the 2024 Incentive Plan, the Company may issue stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance awards (“PAs”). The term of stock options may not exceed 10 years and is subject to vesting conditions, which is subject to the option holder’s continued service to the Company. The exercise price of any stock option award cannot be less than fair market value of the Company’s common stock, provided, however, that an incentive stock option granted to an employee who owns more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary, must have an exercise price of no less than 110% of the fair market value of the Company’s common stock and a term that does not exceed five years. There were no shares issued or outstanding under the 2024 Incentive Plan as of March 31, 2024. QT Imaging Incentive Plan In September 2021, the Board of Directors approved and the Company adopted the Plan (the “QT Imaging Plan”). The maximum aggregate number of shares of common stock that the Company may award under the QT Imaging Plan is 7,000,000. The term of the QT Imaging Plan is 10 years. The QT Imaging Plan is administered by the compensation committee of the Company’s Board of Directors (the “Administrator”). The Company may grant awards to eligible participants which may take the form of stock options (both incentive stock options and non-qualified stock options), stock purchase rights, restricted stock, restricted stock units and performance stock awards. Awards may be granted to employees, directors, and consultants (as defined in the QT Imaging Plan.) The term of any stock option award may not exceed 10 years and may be subject to vesting conditions, as determined by the Administrator. Incentive stock options may only be granted to employees of the Company or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Internal Revenue Code. The exercise price of any stock option award cannot be less than fair market value of the Company’s common stock, provided, however, that an incentive stock option granted to an employee who owns more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary, must have an exercise price of no less than 110% of the fair market value of the Company’s common stock and a term that does not exceed five years. Vesting is subject to the option holder’s continued service to the Company, ranging up to a four-year period. Unvested options are subject to forfeiture upon termination of employment. On March 4, 2024, the QT Imaging Plan was terminated in accordance with the terms of the Business Combination Agreement and the options to purchase 1,237,681 shares of common stock were cancelled at the close of the Business Combination in accordance with the terms of the Business Combination Agreement. The following table summarizes information regarding activity in the QT Imaging Plan during the three months ended March 31, 2024: Number of Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (years) Outstanding, January 1, 2024 1,249,809 $ 24.80 6.9 Cancelled (12,128 ) $ 22.40 Terminated pursuant to Business Combination Agreement (1,237,681 ) $ 24.83 Outstanding, March 31, 2024 — $ — — There were no options granted during three months ended March 31, 2024 and 2023. The following table shows stock-based compensation expense by functional area in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023: 2024 2023 Research and development $ 13,950 $ 26,314 Selling, general and administrative 25,034 182,314 $ 38,984 $ 208,628 No stock-based compensation expense was capitalized to inventory for three months ended March 31, 2024 and 2023. As of March 31, 2024, there was no unrecognized compensation cost related to non-vested stock-based compensation awards under the QT Imaging Plan. | 10. Stock Incentive Plan In September 2021, the Board of Directors approved and the Company adopted the Plan (the “Plan”). The maximum aggregate number of shares of common stock that the Company may award under the Plan is 7,000,000. The term of the Plan is 10 years. The Plan is administered by a committee of the Company’s Board of Directors (the “Administrator”). The Company may grant awards to eligible participants which may take the form of stock options (both incentive stock options and non-qualified stock The following table represents the total number of shares available for grant under the Plan: Available for Balance as of December 31, 2021 3,578,276 Granted (541,208 ) Cancelled 22,396 Balance as of December 31, 2022 3,059,464 Cancelled 293,615 Balance as of December 31, 2023 3,353,079 The following table summarizes information regarding activity in the Plan during the years ended December 31, 2023 and 2022: Number of Weighted- Weighted- Outstanding, December 31, 2021 3,421,724 $ 8.77 9.2 Granted 541,208 6.50 Cancelled (22,396 ) 8.50 Outstanding, December 31, 2022 3,940,536 8.46 8.4 Cancelled (293,615 ) 7.90 Outstanding, December 31, 2023 3,646,921 $ 8.50 6.9 Number of Weighted- Weighted- Vested and exercisable and expected to vest, December 31, 2023 3,433,227 $ 8.54 6.7 Vested and exercisable, December 31, 2023 3,371,096 $ 8.57 6.8 The options outstanding and exercisable as of December 31, 2023 were as follows: Exercise Number Weighted-Average Weighted- Number Weighted- $6.50 453,323 8.4 $ 6.50 341,559 $ 6.50 8.50 2,585,671 6.6 8.50 2,421,609 8.50 10.00 607,927 7.0 10.00 607,928 10.00 3,646,921 6.9 $ 8.50 3,371,096 $ 8.57 The determination of the fair value of options granted during the year ended December 31, 2022 is computed using the Black-Scholes option pricing model with the following weighted-average assumptions: 2022 Expected option term (years) 7.4 Expected volatility 69.1 % Risk-free rate of return 2.5 % Expected annual dividend yield — There were no options granted during the year ended December 31, 2023. The weighted-average grant date fair value of options granted was $2.27 per share for the year ended December 31, 2022. Option pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility is based on the analysis of volatilities of the Company’s selected public peer group over a period commensurate with the expected term of the options. The expected term of the employee stock options represents the weighted-average period the stock options are expected to remain outstanding and is based on the contractual terms, the vesting period and the expected remaining term of the outstanding options. The risk-free interest rate is based on the U.S. Treasury interest rates whose term in consistent with the expected life of the stock options. No dividend yield is included as the Company has not issued any dividends and do not anticipate issuing any dividends in the future. The following table shows stock-based compensation expense by functional area in the consolidated statements of operations and comprehensive loss for the years ended December 31: 2023 2022 Research and development $ 105,255 $ 142,118 Selling, general and administrative 604,139 648,637 $ 709,394 $ 790,755 No stock-based compensation expense was capitalized to inventory for the years ended December 31, 2023 and 2022. As of December 31, 2023, there was $329,925 of total unrecognized compensation cost related to non-vested stock-based |
National Institutes Of Health S
National Institutes Of Health Subaward | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Receivables [Abstract] | ||
National Institutes of Health Subaward | 13. National Institutes of Health Subaward On August 18, 2022, the Company was awarded a grant of up to $1,078,347 as a subaward through the Board of Trustees of the University of Illinois for the purpose of developing a quantitative ultrasound breast scanner for identifying early response of breast cancer to chemotherapy. The grant is a cost reimbursement subaward that is allocated annually over five years, subject to the availability of funds and satisfactory progress of the project. The award expires July 31, 2027 and may be terminated by either party with 30 days written notice. Any grant proceeds received do not require repayment. As of March 31, 2024, the Company incurred total costs of $356,436 against the year one allocation of $351,994 and against the year two allocation of $194,566. During the three months ended March 31, 2024, the Company incurred costs of $7,382, of which $7,031 of grant income was recognized as an offset to research and development expense and $351 was recognized as an offset to selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. During the three months ended March 31, 2023, the Company incurred costs of $12,235, of which $11,123 of grant income was recognized as an offset to research and development expense and $1,112 was recognized as an offset to selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2024 and December 31, 2023, the grant receivable was $22,191 and $161,638, respectively, and is included in prepaid expenses and other current assets on the condensed consolidated balance sheets. | 11. National Institutes of Health Subaward On August 18, 2022, the Company was awarded a grant of up to $1,078,347 as a subaward through the Board of Trustees of the University of Illinois for the purpose of developing a quantitative ultrasound breast scanner for identifying early response of breast cancer to chemotherapy. The grant is a cost reimbursement subaward that is allocated annually over five years, subject to the availability of funds and satisfactory progress of the project. The award expires July 31, 2027 and may be terminated by either party with 30 days written notice. Any grant proceeds received do not require repayment. Through the year ended December 31, 2023, the Company incurred total costs of $349,054 against year one allocation of $351,994 and year two allocation of $194,566. During the year ended December 31, 2023, the Company incurred costs of $318,276, of which $277,037 of grant income was recognized as an offset to research and development expense and $41,239 was recognized as an offset to selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2022, the Company incurred costs of $30,778, of which $22,503 of grant income was recognized as an offset to research and development expense and $8,275 was recognized as an offset to selling, general and administrative expense in the consolidated statements of operations and comprehensive loss. As of December 31, 2023 and 2022, the grant receivable was $161,638 and $30,778, respectively, and is included in prepaid expenses and other current assets on the consolidated balance sheets. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Measurements | 3. Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: 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. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level March 31, December 31, Assets: Certificate of deposit 2 $ 20,000 $ 20,000 Liabilities: Warrant liability 2 $ 32,017 $ — Earnout liability 3 $ 1,060,000 $ — Derivative liability 3 $ 2,137,800 $ — Warrant Liability The Company has determined that the private placement units that were issued in a private placement sale by GigCapital5 prior to the Merger (“Private Placement Warrants”) are subject to treatment as a liability, as the transfer of the warrants to anyone other than the purchasers or their permitted transferees would result in these warrants having substantially the same terms as the warrants included in the public units that were issued by GigCapital5 prior to the Merger (“Public Warrants”). The Company determined that the fair value of each Private Placement Warrant approximates the fair value of a Public Warrant. Accordingly, the Private Placement Warrants are valued upon observable data and have been classified as Level 2 financial instruments. As of March 31, 2024, a total of 889,364 Private Placement Warrants were outstanding at an approximate fair value of $0.036 per warrant. See Note 11. The activity for the fair value of the warrant liability during the three months ended March 31, 2024 was as follows: Warrant Beginning balance, January 1, 2024 $ — Net liabilities assumed from GigCapital5 8,894 Change in fair value 23,123 Ending balance, March 31, 2024 $ 32,017 Earnout Liability The fair value of the Merger Consideration Earnout shares was calculated using a Monte Carlo simulation. The simulation used as significant inputs the Company’s management’s current assessment of placements of breast scanning systems in 2024 and 2025, likely expected values for revenues from 2024 through 2026, probabilities for regulatory approvals including FDA clearances, and probabilities of other triggering events related to the open angle scanner. The probabilities of the non-revenue triggers generally range from 0 to 25 percent with the exception of the FDA clearance for a new indication November 14, 2025, as defined in the Business Combination Agreement, which is at 100 percent. The revenue forecast for the respective measurement periods are generally in line with the revenue triggers as defined in the Business Combination Agreement, as amended. Additional significant inputs into the simulation include the volatility of Company’s equity, assets, and revenue that was derived in a manner as would be common for such simulation, and published industry operating profitability metrics. A weighted average cost of capital (“WACC”) was estimated based on a venture capital rates of return on debt and equity. This WACC was used as the discount rate applicable to revenue, after applying a delivering factor to convert it from being applicable to earnings before interest and tax (“EBIT”) to being applicable to revenue. This EBIT to revenue delivering factor was estimated using published industry operating profit and cost metrics. The Monte Carlo simulation developed a distribution of projected revenues for 2024 through 2026 using a Geometric Brownian Motion framework based on a standard normal distribution of returns. The simulation also developed a distribution of potential daily common stock prices for 2026 using a Geometric Brownian Motion framework. The resulting fair value is based on the average of the number of shares that will be paid out for each triggering event over a statistically significant number of simulations. Significant assumptions used in the valuation of the fair value of the earnout liability as of issuance on March 4, 2024 and as of March 31, 2024 were as follows: March 4, March 31, Fair value of common stock $ 3.53 $ 1.06 Volatility of revenue 26.0 % 26.0 % Discount rate applicable to revenue 7.0 % 7.0 % Risk-free rate 4.5 % 4.5 % Risk premium 2.5 % 2.5 % Cost of debt 15.5 % 15.5 % Credit risk spread 11.0 % 11.0 % Equity volatility 130.0 % 130.0 % The activity for the fair value of the earnout liability for the three months ended March 31, 2024 was as follows: Earnout Beginning balance, January 1, 2024 $ — Change in fair value 1,060,000 Ending balance, March 31, 2024 $ 1,060,000 Derivative Liability In March 2024, the Company recorded a derivative liability related to the Pre-Paid Advance issued on March 4, 2024 pursuant to the SEPA, dated November 15, 2023, between QT Imaging and Yorkville (See Note 2 and Note 8). The Pre-Paid Advance contained the following derivative features (“Derivatives”) as defined in the SEPA that were recognized at fair value: • Monthly Payment Premium: if, any time after the Issuance Date, and from time to time thereafter, a Trigger Event occurs, then the Company shall make monthly payments of Triggered Principal Amount, Payment Premium and accrued and unpaid interest. • Monthly Payment Discount: if, any time after the Issuance Date, and from time to time thereafter, a Trigger Event occurs, then the Company shall make monthly payments of Triggered Principal Amount minus the lesser of (x) $1,500,000 and (y) such amount of fifty percent (50 • Variable Price Conversion Right: subject to certain limitations, at any time or times on or after the Issuance Date, the Yorkville shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable Common Stock in accordance with Section (3)(b), at the Conversion Price of 95% of the lowest VWAP of the Company’s Common Stock during the 5 consecutive Trading Days immediately preceding the Conversion Date or the date the Holder submits an Investor Notice pursuant to and as defined in the SEPA, as applicable, or other date of determination, but not lower than the Floor Price. • Failure to Timely Convert: if within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Yorkville or credit Yorkville’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Yorkville’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Yorkville purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Yorkville of Common Stock issuable upon such conversion that the Yorkville anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Yorkville’s request and in the Yorkville’s discretion, either (i) pay cash to Yorkville in an amount equal to Yorkville’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Stock so purchased (the “Buy-In Price”), or (ii) promptly honor its obligation to deliver to the Yorkville a certificate or certificates representing such Common Stock and pay cash to the Yorkville in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Price on the Conversion Date. • Corporate Events: in addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option, (i) in addition to the Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such Common Stock had such Common Stock been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of Common Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to Common Stock) at a conversion rate for such consideration commensurate with the Conversion Price. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Required Holders. The initial fair value of the above Derivatives was calculated using a Monte Carlo simulation. The simulation used significant inputs, including volatility of Company’s equity that was derived based on a comparable peer group of publicly traded companies and the company’s stock price on the valuation date. The total value of the derivatives reflected the combined value of the monthly payment premium, reduction to that premium by the payment discount, and the value of the conversion right. The values of the failure to timely convert and corporate event features were deemed to be de minimus. Significant assumptions used in the valuation of the fair value of the derivative liability as of issuance on March 4, 2024 and as of March 31, 2024 were as follows: March 4, March 31, Fair value of common stock $ 3.53 $ 1.06 Term in years 1.25 1.18 Volatility 130.0 % 130.0 % Risk-free rate 4.9 % 5.0 % Debt discount 30.0 % 30.0 % The activity for the fair value of the derivative liability during the three months ended March 31, 2024 was as follows: Derivative Beginning balance, January 1, 2024 $ — Fair value at issuance 5,120,900 Change in fair value (2,983,100 ) Ending balance, March 31, 2024 $ 2,137,800 | |
GIGCAPITAL5 INC [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Measurements | 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, 2023 December 31, 2022 Assets: Marketable 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 The marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating profits on short-term differences in price and therefore, the realized and unrealized gain and loss are recorded in the statements of operations and comprehensive loss for the periods presented. Additionally, there was $0 and $133,211 of interest accrued, but not yet credited to the Trust Account, which was recorded in the balance sheets in interest receivable on cash and marketable securities held in Trust Account as of December 31, 2023 and 2022, respectively. The Company has determined that the Private Placement Warrants are subject to treatment as a liability, as the transfer of the warrants to anyone other than the purchasers or their permitted transferees would result in these warrants having substantially the same terms as the Public Warrants. The Public Warrants did not start trading separately until November 4, 2021, so the Company initially determined the fair value of each warrant using a Black-Scholes option-pricing model, which requires the use of significant unobservable market values. Accordingly, the Private Placement Warrants were initially classified as Level 3 financial instruments. After the Public Warrants started trading separately, the Company determined that the fair value of each Private Placement Warrant approximates the fair value of a Public Warrant. Accordingly, the Private Placement Warrants are valued upon observable data and have been reclassified as Level 2 financial instruments. The Working Capital Note was valued using a combination of the Black-Scholes option pricing model and present value method, which is considered to be a Level 3 fair value measurement. The estimated fair value of the Working Capital Note was based on the following ranges of significant inputs at issuance for advances made under the Working Capital Note during the year ended December 31, 2023 and as of December 31, 2023 and 2022 for all advances made under the Working Capital Note: Assumptions At Issuance As of December 31, 2023 As of December 31, 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% The following table presents information about the change in fair value of the Company’s Level 3 Working Capital Note during the years ended December 31, 2023 and 2022: 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 - end of period $ 1,506,389 $ 257,492 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Taxes [Line Items] | ||
Income Taxes | 14. Income Taxes For the interim periods, the Company estimates its annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before taxes. The Company also computes the tax provision or benefit related to items reported separately and recognizes the effect of changes in enacted tax laws or rates in the interim periods in which the changes occur. The Company’s effective tax rate is 0% for the three months ended March 31, 2024 and 2023. The Company expects that its effective tax rate for the full year 2024 will be 0%. | 12. Income Taxes Loss before income tax expense consisted of the following for the years ended December 31: 2023 2022 United States $ (6,097,351 ) $ (6,254,468 ) International — — Total loss before income tax expense $ (6,097,351 ) $ (6,254,468 ) Income tax expense consisted of the following for the years ended December 31: 2023 2022 Current: Federal $ — $ — State 1,600 1,600 Foreign — — Total current tax expense 1,600 1,600 Deferred: Federal — — State — — Foreign — — Total deferred tax expense — — Total income tax expense $ 1,600 $ 1,600 Income tax expense differed from the amount computed by applying the federal statutory income tax rate to pretax loss as a result of the following for the years ended December 31: 2023 2022 Federal tax at statutory rate $ (1,280,444 ) $ (1,313,438 ) State taxes (22,915 ) (542,562 ) Change in valuation allowance 1,080,617 1,846,087 Other 224,342 11,513 Total income tax expense $ 1,600 $ 1,600 The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are related to the following as of December 31: 2023 2022 Deferred tax assets: Net operating losses $ 3,070,085 $ 2,280,097 Stock-based compensation 856,902 784,932 Operating lease liabilities 386,588 516,031 Section 174 expenses, net 487,860 476,842 Accruals and reserves 489,382 227,221 Intangible assets 118,691 214,100 Property and equipment 90,104 44,128 Gross deferred tax assets 5,499,612 4,543,351 Valuation allowance (5,155,597 ) (4,074,980 ) Net deferred tax assets 344,015 468,371 Deferred tax liabilities: Operating lease right-of-use (344,015 ) (468,371 ) Net deferred tax assets $ — $ — As of December 31, 2023, based on the Company’s recent history of losses and its forecasted losses, management believes on the more-likely-than-not basis A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is a follows as of December 31: 2023 2022 Balance as the beginning of the year $ 49,255 $ — Increases related to prior year tax positions — 47,882 Increases related to current year tax positions — 1,373 Balance as the end of the year $ 49,255 $ 49,255 The unrecognized tax benefits for the year ended December 31, 2023, if recognized, would not affect the effective income tax rate due to the valuation allowance that currently offsets the deferred tax assets. It is reasonably possible that the unrecognized tax benefits balance will change within twelve months by a range of zero The Company files income tax returns in the federal and California state jurisdictions. The Company’s tax years for 2020 and forward are subject to examination by the federal and California tax authorities. |
GIGCAPITAL5, INC [Member] | ||
Income Taxes [Line Items] | ||
Income Taxes | 9. INCOME TAX The sources of loss before provision for income taxes are as follows for the year ended December 31, 2023 and 2022: 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 ) The provision for income taxes was comprised of the following for the year ended December 31, 2023 and 2022: Year Ended 2023 Year Ended 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 Reconciliation of the federal statutory income tax rate to tax Year Ended 2023 Year Ended 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 1,364,927 1,227,602 Provision for income taxes $ 419,119 $ 486,615 For the year ended December 31, 2023 and 2022, the effective tax rate differs from the U.S. statutory rate primarily due to the valuation allowance on the start-up The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows: December 31, 2023 December 31, 2022 Deferred tax assets: Start-up $ 2,895,226 $ 1,530,299 Valuation allowance (2,895,226 ) (1,530,299 ) Net deferred tax assets (liabilities) $ — $ — As of December 31, 2023 and 2022, the Company has recorded a valuation allowance of $2,895,226 and $1,530,299, respectively, to offset deferred tax assets related to its start-up the uncertain tax positions balance are anticipated within the next 12 months, and are not expected to materially impact the financial statements. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Related Party Transactions | 15. Related Party Transactions Convertible Notes Payable In July 2020, the Company issued three convertible notes to three of its stockholders for advances up to $3,500,000 in principal (the “2020 Notes”) and bearing annual interest of 5% on any amounts drawn. An additional note was issued in March 2022 as part of the 2020 Notes, but with an annual interest rate of 8%. All principal and interest payments are due on or before July 1, 2025. The 2020 Notes are convertible, at the holder’s option, into shares of common stock of the Company at the lower of $14.59 per share or the offering price in a financing of at least $5,000,000 in equity from unaffiliated parties. As of March 31, 2024, an aggregate of 244,308 shares of common stock would be issued if the entire principal and interest under the 2020 Notes was converted. Management assessed whether the embedded features in the 2020 Notes should have been bifurcated from the debt host and concluded that none of the features were required to be accounted for separately from the debt instruments. As of March 31, 2024 and December 31, 2023, the outstanding amount of the 2020 Notes was $3,143,725 and accrued interest of $420,700 and $377,772, respectively. Interest expense for the three months ended March 31, 2024 and 2023, was $42,929 and $44,923, respectively. Working Capital Loan and Extension Note On May 3, 2023, the Company issued a promissory note (the “Working Capital Note”) to a stockholder for a principal amount of $250,000. The Working Capital Note was subsequently amended and restated six times on June 12, 2023 to add an additional principal amount of $100,000, August 15, 2023 to add an additional principal amount of $75,000, August 29, 2023 to add an additional principal amount of $100,000, September 12, 2023 to add an additional principal amount of $75,000, September 15, 2023 to add an additional principal amount of $50,000, and October 26, 2023 to add an additional principal amount of $55,000, for an aggregate principal amount outstanding as of March 31, 2024 under the Working Capital Note of $705,000. The Working Capital Note was issued to provide the Company with additional working capital during the period prior to consummation of the Business Combination Agreement with GigCapital5. The Working Capital Note is interest-free and originally matured on the earlier of (i) the date on which the Company consummated the Business Combination with GigCapital5; (ii) the date the Company winds up; or (iii) December 31, 2023. The Working Capital Note may be prepaid without penalty. On March 4, 2024, the holder of the Working Capital Note agreed to extend and subordinate the promissory note pursuant to and in accordance with the terms of the Business Combination Agreement. Effective on the Closing of the Business Combination, the Working Capital Note cannot be repaid prior to the repayment or conversion of the Pre-Paid Advance received from Yorkville (see Note 8). On March 4, 2024, the Company assumed $1,560,000 outstanding balance of the Extension Note from a related party and pursuant to the Business Combination Agreement. The Extension Note does not bear any interest and cannot be repaid prior to the repayment of the Pre-Paid Advance received from Yorkville. Management Services and Business Associate Agreement In September 2020, QT Imaging entered into a Management Services Agreement (the “Agreement”) and a Business Associate Agreement with John C. Klock, M.D., a California sole proprietorship (the “Practice”). John C. Klock, M.D. was the Chief Executive Officer of QT Imaging, serves on its Board of Directors, and was the largest single stockholder of QT Imaging. The Practice provided medical imaging to patients using the QT Breast Scanner. Under the terms of the Agreement, the Company agreed to provide business services to the Practice including use of the facility which formerly operated as the Marin Breast Health Trial Center, including furniture and medical equipment, as well as use of certain personnel. In exchange for those services, the Practice agreed to pay the Company a management fee. Fees paid to QT Imaging during the three months ended March 31, 2024 and 2023 were $12,000 for each period end, and were recorded as a reduction to selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. Additionally, during the three months ended March 31, 2024 and 2023, the Practice made product purchases from QT Imaging of $1,800 and $2,700, respectively. As of March 31, 2024 and 2023, there were no amounts due to or due from the Practice. This Agreement was terminated and replaced by the Space and Equipment Sublease Agreement and Services Agreement subsequent to March 31, 2024. See Note 16. Deferred Revenue In July 2023, an order was placed and a downpayment of $200,000 was made for a breast imaging system by 303 Development Corporation (the “Foundation”). The executive director of the Foundation is a current investor and a was a previous board member of the Company. In September 2023, an additional $100,000 was paid towards the purchase. | 13. Related Party Transactions Convertible Notes Payable In July 2020, the Company issued three convertible notes to three of its stockholders for advances up to $3,500,000 in principal (the “2020 Notes”) and bearing annual interest of 5% on any amounts drawn. An additional note was issued in March 2022 as part of the 2020 Notes, but with an annual interest rate of 8%. All principal and interest payments are due on or before July 1, 2025. The 2020 Notes are convertible, at the holder’s option, into shares of common stock of the Company at the lower of $5.00 per share or the offering price in a financing of at least $5,000,000 in equity from unaffiliated parties. As of December 31, 2023, an aggregate of 704,299 shares of common stock would be issued if the entire principal and interest under the 2020 Notes was converted. Management assessed whether the embedded features in the 2020 Notes should have been bifurcated from the debt host and concluded that none of the features were required to be accounted for separately from the debt instruments. In November 2023, $200,000 of the 2020 Notes plus accrued interest of $33,644 was converted through a negotiated induced conversion to 100,000 shares of common stock, which resulted in an induced conversion expense of $168,356 to other expenses in the consolidated statements of operations and comprehensive loss. The induced conversion expense represented the fair value of the common stock issued upon conversion in excess of the common stock issuable under the original terms of the 2020 Notes. As of December 31, 2023 and 2022, the outstanding amount of the 2020 Notes was $3,143,725 and $3,343,725 and accrued interest of $377,772 and $230,627, respectively. Interest expense for the years ended December 31, 2023 and 2022 was $180,789 and $137,709, respectively. Working Capital Loans On May 3, 2023, the Company issued a promissory note (the “Working Capital Note”) to a shareholder Combination Agreement. Effective on the Closing of the Business Combination, the Working Capital Note cannot be repaid prior to the repayment or conversion of the Pre-Paid Advance received from Yorkville (see Note 14. Subsequent Events). Management Services and Business Associate Agreement In September 2020, the Company entered into a Management Services Agreement (the “Agreement”) and a Business Associate Agreement with John C. Klock, M.D., a California sole proprietorship (the “Practice”). John C. Klock, M.D. is the Chief Executive Officer of the Company, serves on its Board of Directors, and is the largest single shareholder of the Company. The Practice provides medical imaging to patients using the QT Breast Scanner. Under the terms of the Agreement, the Company agreed to provide business services to the Practice including use of the facility which formerly operated as the Marin Breast Health Trial Center, including furniture and medical equipment, as well as use of certain personnel. In exchange for those services, the Practice agreed to pay the Company a management fee. Fees paid to the Company during the years ended December 31, 2023 and 2022 were $48,000 each year, and were recorded as a reduction to selling, general and administrative expenses on the consolidated statements of operations and comprehensive loss. Additionally, during the years ended December 31, 2023 and 2022, the Practice made product purchases from the Company of $8,100 and $7,200, respectively. As of December 31, 2023 and 2022, there were no amounts due to or due from the Practice. Deferred Revenue In July 2023, an order was placed and a downpayment of $200,000 was made for a breast imaging system by 303 Development Corporation (the “Foundation”). The executive director of the Foundation is a current investor and board member of the Company. In September 2023, an additional $100,000 was paid towards the purchase. |
GIGCAPITAL5, INC [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transactions | 5. RELATED PARTY TRANSACTIONS Founder Shares During the period from January 19, 2021 (date of inception) to December 31, 2021, the Founder purchased 5,735,000 shares of common stock (the “Founder Shares”), after giving effect to the forfeiture on September 23, 2021 of 4,312,500 Founder Shares, for an aggregate purchase price of $25,000, or $0.0043592 per share. The Company also issued 5,000 shares of common stock, solely in consideration of future services, to Mr. Weightman, its Treasurer and Chief Financial Officer, pursuant to the Insider Shares Grant Agreements dated September 23, 2021 between the Company and Mr. Weightman. The 5,000 shares granted to Mr. Weightman are subject to forfeiture and cancellation if he resigns or the services are terminated for cause prior to the completion of the Business Combination. The Founder Shares are identical to the common stock included in the Public Units sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. Private Placement The Founder purchased from the Company an aggregate of 795,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a Private Placement that occurred simultaneously with the completion of the closing of the Offering. Each Private Placement Unit consists of one share of the Company’s common stock and one warrant (a “Private Placement Warrant”). Each whole Private Placement Warrant will be exercisable for $11.50 per share, and the exercise price of the Private Placement Warrants may be adjusted in certain circumstances as described in Note 7. Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s Business Combination. Each Private Placement Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 30-month one-month 30-trading The Company’s Founder, Insiders and Underwriters have agreed not to transfer, assign or sell any of their respective Founder Shares, shares held by the Insiders, Private Placement Units, shares or other securities underlying such Private Placement Units that they may hold until the date that is (i) in the case of the Founder Shares or shares held by the Insiders, the earlier of (A) six months after the date of the consummation of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) the date on which the last sale price of the Company’s common stock equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Unlike the Public Warrants included in the Public Units sold in the Offering, if held by the original holder or its permitted transferees, the Private Placement Warrants are not redeemable by the Company and, subject to certain limited exceptions, will be subject to transfer restrictions until one year following the consummation of the Business Combination. If the Private Placement Warrants are held by holders other than the initial holders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by holders on the same basis as the Public Warrants. If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders. Administrative Services Agreement and Other Agreements The Company agreed to pay $30,000 a month for office space, administrative services and secretarial support to an affiliate of the Founder, GigManagement, LLC. Services commenced on September 24, 2021, the date the securities were first listed on the NYSE, and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. The amount unpaid as of December 31, 2023 for such fees is $780,000. The Company has agreed to pay advisory fees 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 in the aggregate of $696,000 were unpaid as of December 31, 2023. On September 23, 2021, the Company entered into a Strategic Services Agreement with Mr. Weightman, its Treasurer and Chief Financial Officer, who holds 5,000 Insider shares. Mr. Weightman is initially receiving $2,500 per month for his services and such amount could increase to up to $15,000 per month dependent upon the scope of services provided, as may be mutually agreed by the parties. The Company will pay Mr. Weightman for services rendered since September 23, 2021 and on a monthly basis thereafter for all services rendered after the consummation of the Offering. Working Capital Loans On September 26, 2022, the Company issued the Working Capital Note to the Sponsor for a principal amount of $65,000. The Working Capital Note was subsequently amended and restated eleven more times on October 26, 2022 (an additional $65,000 added to the Working Capital Note), November 28, 2022 (an additional $65,000 added to the Working Capital Note), December 27, 2022 (an additional $65,000 added to the Working Capital Note), January 25, 2023 (an additional $65,000 added to the Working Capital Note), February 27, 2023 (an additional $350,000 added to the Working Capital Note) and March 28, 2023 (an additional $130,000 added to the Working Capital Note), April 27, 2023 (an additional $65,000 added to the Working Capital Note), June 26, 2023 (an additional $130,000 added to the Working Capital Note), J uly 2 Each Private Placement Unit consists of one share of the Company’s common stock, par value $ 0.0001 On December 13, 2023, the Company issued the First Non-Convertible Working Capital Note for a collective principal amount of $66,360 (the “First Non-Convertible Non-Convertible Non-Convertible Non-Convertible Non-Convertible The Company has determined that the convertible Working Capital Note contains only one embedded feature, which is the conversion option. The conversion option is an embedded derivative that would require bifurcation pursuant to ASC 815-15-25-1, Extension Notes On September 26, 2022, the Company issued the Extension Note to the Sponsor for a principal amount of $160,000. The Extension Note was subsequently amended and restated eleven times from October 26, 2022 through February 27, 2023 to add additional monthly funding installments at $160,000 per month, then $100,000 thereafter for each one-month paid-in |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||
Subsequent Events | 14. Subsequent Events Subsequent events were evaluated through March 22, 2024, which is the date the consolidated financial statements were available to be issued. Merger Agreement and Related Activities In February 2024, GigCapital5 and the Company (together the “parties”) entered into a subscription agreement with William Blair & Co., L.L.C. (“William Blair”) for the purchase of shares of common stock of the Company. Pursuant to the subscription agreement, the Company issued to William Blair in satisfaction of certain fees owed to William Blair for its services to the parties, that number of shares of the Company which at the completion of the Business Combination would be converted in accordance with the terms of the Business Combination Agreement into 740,000 shares of QTI Holdings common stock. In February 2024, the parties agreed to amend one of the September 2023 Non-Redemption Non-Redemption In February 2024, the Company and GigCapital5 entered into two additional subscription agreements with each of Donnelley Financial Solutions, LLC (“DFIN”) and IB Capital LLC (“iBankers”), dated as of February 23, 2024 and February 22, 2024, respectively (together, the “Subscription Agreements”), for the purchase of shares of common stock of the Company. Pursuant to the Subscription Agreements, the Company will issue to each of DFIN and iBankers in satisfaction of $500,000 and $600,000 of fees owed to DFIN and iBankers, respectively, for their services, that number of shares of the Company which at the completion of the Business Combination will be converted in accordance with the terms of the Business Combination Agreement into 200,000 and 240,000 respective shares of QTI Holdings common stock. In February 2024, GigCapital5 and the Company entered into a Note Purchase Agreement (“Cable Car NPA”) with Funicular Funds, LP (“Cable Car”), pursuant to which Cable Car agreed to advance $1,500,000 at the closing of the Business Combination, as was evidenced by a promissory note that may be convertible in certain circumstances into shares of QTI Holdings common stock at a conversion price months after issuance, unless the time for payment is accelerated as a result of an event of default. As full compensation to Cable Car for the Loan to QTI Holdings in lieu of any simple or in-kind interest into shares of QTI Holdings common stock. In February 2024, the Company and LionBay Ventures (“LionBay”) entered into a Settlement and Termination Agreement (“Termination Agreement”). Pursuant to the terms of the Termination Agreement, the Company terminated its Service Agreement with LionBay dated May 18, 2021 and the First Amendment of the Service Agreement dated September 1, 2021 (collectively as “Service Agreement”). In exchange for the termination of the Service Agreement and the termination of options to purchase 17,000 shares of common stock with a strike price of $8.50 per option that were issued as part of the Service Agreement, the Company agreed to issue 10,000 shares of QTI Holdings common stock. On March 1, 2024, the Company received $500,000 in exchange for 583,596 shares of the Company’s common stock, which converted into 200,000 shares of QTI Holdings common stock in accordance with the terms of the subscription agreement and Business Combination Agreement on March 4, 2024. On March 4, 2024, QTI Holdings (f/k/a GigCapital5) consummated its Business Combination with the Company, pursuant to the Business Combination Agreement, dated as of December 8, 2022. On March 4, 2024 and in accordance with the terms of the Business Combination Agreement, the Company cancelled and terminated all outstanding warrants that were deemed out of the money with an exercise price of or above $4.00 per share, including all warrants sold as part of the Units in the 2022 Offering and warrants that were issued to consultants and placement agents in association with debt issuance and past private offerings. On March 4, 2024, the Company terminated the Plan and cancelled 3,646,921 of outstanding options under the Plan in accordance with the terms of the Business Combination Agreement. On March 4, 2024, the Company received the Pre-Paid Advance to 18% upon an event of default as described in the Yorkville Note. The Yorkville Note shall be convertible by Yorkville into shares of QTI Holdings common stock. As consideration for the Pre-Paid immediately prior to, and substantially concurrently with, the closing of the Business Combination, the Company issued to Yorkville that number of shares of the Company which converted in the aggregate into shares of common stock of QTI Holdings upon the completion of the Business Combination. On March 4, 2024, the Note principal and related accrued interest balance of $3,233,388 and the US Capital Note principal balance of $200,000 was converted into 1,048,330 and 291,798 shares of Company common stock, On March 4, 2024, as consideration for the September 2023 Non-Redemption, the shares of QTI Holdings common stock to Non-Redeeming Shareholders. On March 4, 2024, four of the five Bridge Lenders elected the cash payment option of $240,000 per Bridge Loan for a total of $960,000. | |
GIGCAPITAL5, INC [Member] | ||
Subsequent Event [Line Items] | ||
Subsequent Events | 16. Subsequent Events On April 3, 2024, the Company entered into a Data Use and License Agreement with the Practice that conducts a medical practice and provides medical services, pursuant to which the Company was granted a license to use and disclose certain de-identified health information, as has been de-identified by the Practice in accordance with applicable law, for use in research and analytical processes in connection with the Company’s development and commercialization of the QT Ultrasound Breast Scanner-1 and other technologies. On April 5, 2024, the Company entered into that certain Services Agreement (the “Services Agreement”) with the Practice dated as of April 1, 2024 pursuant to which the Practice agreed to provide its services to the Company, including but not limited to providing healthcare services to patients, assisting with clinical trials and studies and assisting with drafting of institutional review board approved clinical protocols, assisting with the performance of research and development activities on behalf of the Company, providing comprehensive multi-day training on the operation of breast imaging technology for radiologist customers and other customer staff such as technicians, performing clinical validation of imaging software changes which may include recruiting patients, training personnel on the operation of the Company’s imaging technology, as well as other services as specified in the Services Agreement. The term of the Services Agreement is one year unless earlier terminated and shall auto-renew for successive one-year periods, unless otherwise terminated. However, the parties agree to review and possible revise the terms of the Service Agreement on July 1, 2024 if such terms are not satisfactory to either party. On April 17, 2024, the Company entered into a Space and Equipment Sublease Agreement (the “Space and Equipment Sublease”) with the Practice, pursuant to which the Practice will sublease certain medical equipment and space, currently leased from Hamilton Landing Novato LLC by the Company, to the Practice for use in its operations, on a full-time and exclusive basis. The Practice shall pay to the Company a $5,666 rental fee (the “Rent”) for the Subleased Space (as defined in the Space and Equipment Sublease) on a monthly basis, payable on the first day of each month and no later than ten days thereafter, with the Rent to be pro-rated for any partial month. The parties have determined that the Rent equals the fair market value of the Subleased Space and Subleased Equipment (as defined in the Space and Equipment Sublease), without taking into account the proximity of the parties or the space to any source, volume or value of referrals between the parties or any patient thereof. Further, the Practice shall pay when due all sales, use, personal property, leasing, excise or other fees, taxes, charges or withholdings of any kind imposed against the Company, the Practice or the Subleased Equipment with respect to the Space and Equipment Sublease, the Subleased Equipment, or any related fees, receipts or earnings, including local taxes and personal property taxes. The term of the Space and Equipment Sublease is one year unless terminated and shall auto-renew for successive one-year periods, unless otherwise terminated. | 10. SUBSEQUENT EVENTS On February 7, 2024, the Company amended and restated the First Non-Convertible Working Capital Note to reflect an additional principal amount of $ extended by the Sponsor to the Company for a collective principal amount under the Second Non-Convertible Working Capital Note of $ . The Second Non-Convertible Working Capital Note was issued to provide the Company with additional working capital and will not be deposited into the Trust Account. The Company issued the Second Non-Convertible Working Capital Note in consideration for an additional loan from the Sponsor to fund the Company’s working capital requirements. The Second Non-Convertible On February 7, 2024, the Company filed a joint definitive proxy statement/prospectus (the “BCA Proxy Statement”) for the solicitation of proxies in connection with the upcoming annual meeting to consider and vote on its proposed business combination and other matters as described in the BCA Proxy Statement relating to the offer of the securities to be issued to the stockholders of QT Imaging, Inc. in connection with the Merger. On February 15, 2024, the Company amended and restated the Second Non-Convertible Working Capital Note into the Third Non-Convertible Working Capital Note to reflect an additional principal amount of $35,000 extended by the Sponsor to the Company for a collective principal amount under the Third Non-Convertible Working Capital Note of $297,247. The Third Non-Convertible Working Capital Note was issued to provide the Company with additional working capital and will not be deposited into the Trust Account. The Third Non-Convertible Working Capital Note bears no interest and is repayable in full upon the consummation of a Business Combination by the Company. In conjunction with the Company’s annual meeting on February 20, 2024, stockholders elected to redeem 848,003 shares of the Company’s common stock, which represents approximately 3.7% of the shares that were part of the Public Units sold in the Offering. Following such redemptions, $9,356,221 was withdrawn from the Trust Account. On February 21, 2024, the Company, QT Imaging and Mizuho Securities USA LLC (“Mizuho”) agreed to amend the Prior Non-Redemption Agreement (as amended, the “Amended Non-Redemption Agreement”) to provide that in addition to the Merger Consideration QTI Holdings Shares issuable to Mizuho under the Prior Non-Redemption Agreement, Mizuho shall receive from QT Imaging, in exchange for $250,000 of services rendered by Mizuho, that number of QTI Shares (the “Services Share Issuance”) that will be converted in accordance with the terms of the BCA into 100,000 shares of QTI Holdings Common Stock. The Company and QT Imaging entered into two additional subscription agreements with each of Donnelley Financial Solutions, LLC (“DFIN”) and IB Capital LLC (“iBankers”), dated as of February 23, 2024 and February 22, 2023, respectively (the “DFIN Subscription Agreement,” and the “iBankers Subscription Agreement,” respectively, and together, the “Subscription Agreements”), for the purchase of shares of common stock of QT Imaging. Pursuant to the Subscription Agreements, QT Imaging will issue to each of DFIN and iBankers in satisfaction of $500,000 and $600,000 of fees owed to DFIN and iBankers, respectively, for their services, that number of shares of QT Imaging which at the completion of the Merger will be converted in accordance with the terms of the BCA into 200,000 and 240,000 respective shares of QTI Holdings Common Stock. On February 26, 2024, Mr. Weightman, the Company’s then Treasurer and Chief Financial Officer, voluntarily surrendered 5,000 Insider Shares previously granted pursuant to the Insider Shares Grant Agreement dated September 23, 2021 and the shares On February 28, 2024, the Company and QT Imaging entered into a subscription agreement (the “Subscription Agreement”) with William Blair & Co., L.L.C. (“William Blair”) for the purchase of shares of common stock of QT Imaging. Pursuant to the Subscription Agreement, QT Imaging issued to William Blair in satisfaction of certain fees owed to William Blair for its services to the parties, that number of shares of QT Imaging which at the completion of the Business Combination would be converted in accordance with the terms of the Business Combination Agreement into 740,000 shares of Combined Company Common Stock On February 29, 2024, the Company and QT Imaging entered into a Note Purchase Agreement (“Cable Car NPA”) with Funicular Funds, LP (“Cable Car”), pursuant to which Cable Car agreed to advance $1,500,000 to the Combined Company upon the closing of the Merger (the “Loan”), as was evidenced by a promissory note that may be convertible in certain circumstances into shares of Combined Company Common Stock at a conversion price of $2.00 per share (the “Cable Car Promissory Note”), dated March 4, 2024, by and between the Combined Company and Cable Car. The Cable Car Promissory Note does not bear interest, and is due and payable 13 months after issuance, unless the time for payment is accelerated as a result of an event of default. As full compensation to Cable Car for the loan to the Combined Company in lieu of any simple or in-kind interest on the Cable Car Promissory Note, QT Imaging issued to Cable Car that number of shares of QT Imaging which at the completion of the Merger would be converted in accordance with the terms of the Business Combination Agreement into 180,000 shares of Combined Company Common Stock. QT Imaging, and its wholly owned subsidiary, QT Ultrasound Labs, Inc., at the Closing also provided a guaranty (the “Cable Car Guaranty”), whereby each of them unconditionally guaranteed, as primary obligor and not merely as surety, the prompt and complete payment and performance when due, whether by demand, acceleration or otherwise, of the obligations of the Combined Company under the Cable Car Promissory Note in the currency in which and as such obligations are to be paid or performed. Furthermore, the Combined Company and the parties to the Cable Car Guaranty (the “Grantors”) granted a security interest in certain of their assets, which among other things, do not include their intellectual property assets, pursuant to the terms of a Security Agreement, dated March 4, 2024, by and between the Grantors and Cable Car . On March 4, 2024, QT Imaging Holdings, Inc. (f/k/a GigCapital5) consummated its Merger with QT Imaging, pursuant to certain Business Combination Agreement, dated as of December 8, 2022, by and among the Company, Merger Sub, and QT Imaging. On March 4, 2024, the Combined Company received the Pre-Paid Advance, net of various costs, of $9.0 million from Yorkville (“Yorkville Note”). The principal of $10 million that will be due 15 months from the date of issuance, and interest shall accrue on the outstanding balance of the Yorkville Note at an annual rate equal to 6%, subject to an increase to 18% upon an event of default as described in the Yorkville Note. The Yorkville Note shall be convertible by Yorkville into shares of QTI Holdings common stock. As consideration for the Pre-Paid Advance, immediately prior to, and substantially concurrently with, the closing of the Merger, the Company issued to Yorkville that number of shares of the Company which converted in the aggregate into 1,000,000 shares of common stock of QTI Holdings upon the completion of the Merger. On March 4, 2024, the Company and the Sponsor agreed to amend and restate the Extension Note to extend the date of maturity until March 4, 2025. As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023, the Company issued that certain Eleventh Amended and Restated Working Capital Note (the “Working Capital Note”) to GigAcquisitions5 for an aggregate principal amount of $1,500,000, the terms of which provide that GigAcquisitions5 may elect to convert the Working Capital Note, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering. In connection with the Closing, (i) GigAcquisitions5 elected to partially convert (the “Conversion”) $943,640 in principal balance outstanding under the Working Capital Note into 94,364 shares of Combined Company Common Stock and 94,364 warrants (together, the “Warrants”) of the Combined Company, and (ii) the Combined Company repaid the remaining principal balance of $556,360 to GigAcquisitions5 concurrently with the Conversion, such that the Combined Company’s obligations under the Working Capital Note have been satisfied in full. In connection with the closing of the Merger, the Company and certain stockholders of the Combined Company which had been stockholders of QT Imaging (the “Registration Rights Holders”) entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Combined Company will be obligated to file one or more registration statements to register the resales of the Combined Company Common Stock held by such Registration Rights Holders after the Closing. Registration Rights Holders holding at least majority in interest of the registrable securities owned by all Registration Rights Holders are entitled under the Registration Rights Agreement to make a written demand for registration under the Securities Act of all or part of their registrable securities, up to a total of three such demands. In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain requirements and customary conditions, such Registration Rights Holders may demand at any time or from time to time, that the Combined Company file a registration statement on Form S-3 (or any similar short-form registration which may be available) to register the resale of the registrable securities of the Combined Company held by such Registration Rights Holders. The Registration Rights Agreement will also provide such Registration Rights Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Accordingly, certain information related to significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of QT Imaging for the year ended December 31, 2023 and the related notes which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2023 condensed consolidated balance sheet was derived from the QT Imaging’s audited consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s condensed consolidated financial position as of March 31, 2024 and its condensed consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for the three months ended March 31, 2024 and 2023. The condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period. The share and per share amounts, prior to the Merger, have be en retrospectiv | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, QT Imaging and QT Ultrasound Labs, Inc. (“QT Labs”). All intercompany balances and transactions are eliminated in consolidation. | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, QT Ultrasound Labs, Inc. (“QT Labs”). QT Labs provides personnel and staffing services for the Company. All intercompany balances and transactions are eliminated in consolidation. |
Liquidity | Liquidity The Company has incurred net operating losses and negative cash flows from operations since its inception and had an accumulated deficit of $22,068,735 as of March 31, 2024. During the three months ended March 31, 2024, the Company incurred a net loss of $4,298,590 and used $5,975,515 of cash in operating activities, which includes repayment of net liabilities assumed from the business combination. The Company expects to continue to incur losses, and its ability to achieve and sustain profitability will depend on the achievement of sufficient revenues to support the Company’s cost structure. The Company may never achieve profitability and, unless and until it does, the Company will need to continue to raise additional capital. In connection with the Business Combination, the Company entered into various agreements to obtain financing through the issuance of debt and through stock subscription agreements. On March 4, 2024, the Company received the Pre-Paid Advance, net of issuance costs, of $9,025,000 from Yorkville pursuant to the Standby Equity Purchase Agreement, $500,000 of cash proceeds from an investor related to a stock subscription agreement, and $1,500,000 in cash proceeds through a note payable from Funicular Funds, LP. See Note 8. Long-Term Debt. The Standby Equity Purchase Agreement provides the Company with access to an additional $40 million of potential capital through the issuance of common stock to Yorkville. During the time the Company has a balance under the Pre-Paid Advance, additional advances can be received with written consent of Yorkville or upon a trigger event, which occurs when the daily volume-weighted average price is less than $2.00 per share for five consecutive trading days. Management believes that the additional cash received and financing arrangements at the closing of the Business Combination will be sufficient to fund the Company’s current operating plan for at least the next 12 months. The Company’s future capital requirements will depend on many factors, including the Company’s growth rate, the timing and extent of its spending to support research and development activities, and the timing and cost to enhance commercialized existing products. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company, or at all. Any additional debt financing obtained by the Company in the future could also involve restrictive covenants relating to the Company’s capital-raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, if the Company raises additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, its existing stockholders could suffer significant dilution in their percentage ownership of the Company, and any new equity securities the Company issues could have rights, preferences and privileges senior to those of holders of the Company’s common stock. If the Company is unable to obtain adequate financing or financing on terms satisfactory to the Company when the Company requires it, the Company’s ability to continue to grow or support its business and to respond to business challenges could be significantly limited. | Liquidity The Company has incurred net operating losses and negative cash flows from operations since its inception and had an accumulated deficit of $17,770,145 as of December 31,2023. During the year ended December 31, 2023, the Company incurred a net loss of $6,098,951 and used $2,651,143 of cash in operating activities. The Company expects to continue to incur losses, and its ability to achieve and sustain profitability will depend on the achievement of sufficient revenues to support the Company’s cost structure. The Company may never achieve profitability and, unless and until it does, the Company will need to continue to raise additional capital. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In connection with the Business Combination, the Company entered into various agreements to obtain financing through the issuance of debt and through stock subscription agreements. Subsequent to December 31, 2023, the Company received the Pre-Paid Advance, the Pre-Paid Advance, The Company’s future capital requirements will depend on many factors, including the Company’s growth rate, the timing and extent of its spending to support research and development activities, the timing and cost of establishing additional sales and marketing capabilities, and the timing and cost to introduce new and enhanced products. In the event that additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company, or at all. Any additional debt financing obtained by the Company in the future could also involve restrictive covenants relating to the Company’s capital-raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, if the Company raises additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, its existing stockholders could suffer significant dilution in their percentage ownership of the Company, and any new equity securities the Company issues could have rights, preferences and privileges senior to those of holders of the Company’s common stock. If the Company is unable to obtain adequate financing or financing on terms satisfactory to the Company when the Company requires it, the Company’s ability to continue to grow or support its business and to respond to business challenges could be significantly limited. |
Reclassification | Reclassification Certain reclassifications have been made to the prior year condensed consolidated statement of operations and comprehensive loss to conform to the current year presentation. The reclassification had no impact on the previously reported condensed consolidated balance sheet, statement of stockholders’ deficit or cash flows. | Reclassification Certain reclassifications have been made to the prior year consolidated statement of operations and comprehensive loss to conform to the current year presentation. The reclassification had no impact on the previously reported consolidated balance sheet, statement of stockholders’ equity (deficit) or cash flows. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Company’s operating results. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on the Company’s operating results. |
Business Risk and Concentration of Credit Risk and Supply Risk | Business Risk and Concentration of Credit Risk and Supply Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. The majority of the Company’s cash is invested in U.S. dollar deposits with a reputable bank in the United States. Management believes that minimal credit risk exists with respect to the financial institution that holds the Company’s cash. At times, such cash may be in excess of insured limits established by the Federal Deposit Insurance Corporation. The Company performs ongoing credit evaluations of its customers and generally does not require collateral for accounts receivable. Payment terms range from cash in advance to 30 days from delivery of products or services but may fluctuate depending on the terms of each specific contract. During the three months ended March 31, 2024, two customers represented 99% of revenue. During the three months ended March 31, 2023, two customers represented 100% of revenue. As of March 31, 2024, one customer represented 93% of accounts receivable. As of December 31, 2023, one customer represented 100% of accounts receivable. Certain components and services used to manufacture and develop the Company’s products are presently available from only one or a limited number of suppliers or vendors. The loss of any of these suppliers or vendors would potentially require a significant level of hardware and/or software development efforts to incorporate the products or services into the Company’s product. | Business Risk and Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The majority of the Company’s cash is invested in U.S. dollar deposits with a reputable bank in the United States. Management believes that minimal credit risk exists with respect to the financial institution that holds the Company’s cash. At times, such cash may be in excess of insured limits established by the Federal Deposit Insurance Corporation. The Company performs ongoing credit evaluations of its customers and generally does not require collateral for accounts receivable. Payment terms range from cash in advance to 30 days from delivery of products or services but may fluctuate depending on the terms of each specific contract. During the year ended December 31, 2023, one customer represented 49% of revenue. During the year ended December 31, 2022, one customer represented 98% of revenue. As of December 31, 2023, one customer represented 100% of accounts receivable. As of December 31, 2022, there were no customer concentrations in accounts receivable. The Company’s products require approvals from the Food and Drug Administration and international regulatory agencies prior to commercialized sales. The Company’s future products may not receive required approvals. If the Company was denied such approvals, or if such approvals were delayed, it would have a material adverse impact on the Company’s business, results of operations and financial condition. Certain componen ts and services |
Cash and Cash Equivalents, Restricted Cash | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company had restricted cash equivalents of $20,000 as of March 31, 2024 and December 31, 2023. Restricted Cash Restricted cash is comprised of cash held in an account subject to a collateral agreement to be used for the Company’s corporate credit card program. | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company had restricted cash equivalents of $20,000 as of December 31, 2023 and 2022. Restricted Cash Restricted cash is comprised of cash held in an account subject to a collateral agreement to be used for the Company’s corporate credit card program. |
Accounts Receivable | Accounts Receivable, Net Accounts receivable are carried at the amount due. Accounts receivable are written off when management deems all realistic efforts to collect the amount outstanding have been exhausted. A provision for credit losses is estimated by management based on evaluations of its historical bad debt and current collection experience. As of March 31, 2024, the Company recorded a provision for credit losses of $1,290. As of December 31, 2023, a provision for credit losses was not | Accounts Receivable Accounts receivable are carried at the amount due. Accounts receivable are written off when management deems all realistic efforts to collect the amount outstanding have been exhausted. A provision for credit losses is estimated by management based on evaluations of its historical bad debt and current collection experience. As of December 31, 2023 and 2022, a provision for credit losses was not required. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method. The Company periodically reviews the value of items in inventory and provides write- offs of inventory that is obsolete. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Once inventory has been written down below cost, it is not subsequently written up. | Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method. The Company periodically reviews the value of items in inventory and provides write-offs of inventory that is obsolete. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Once inventory has been written down below cost, it is not subsequently written up. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to current operations as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful lives of the assets. | Property and Equipment, Net Property and equipment, net are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to current operations as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized over the lesser of the term of the related lease or the estimated useful lives of the assets. |
Leases | Leases The Company primarily enters into leases for office space that are classified as operating leases. The Company determines if an arrangement is or contains a lease at inception. The Company accounts for leases by recording right-of-use (“ROU”) assets and lease liabilities on the condensed consolidated balance sheets in the captions operating lease right-of-use assets, net and operating lease liabilities, respectively. The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that the Company is reasonably certain to exercise. The Company’s leases do not include substantial variable payments based on index or rates. The Company’s lease agreements do not contain any significant residual value guarantees or material restrictive covenants. The Company’s leases do not provide a readily determinable implicit discount rate. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The lease payments related to the next 12 months are included in operating lease liabilities, current on the condensed consolidated balance sheets. The Company recognizes a single lease cost on a straight-line basis over the term of the lease, and the Company classifies all cash payments within operating activities in the condensed consolidated statements of cash flows. The Company did not | Leases The Company primarily enters into leases for office space that are classified as operating leases. The Company determines if an arrangement is or contains a lease at inception. The Company accounts for leases by recording right-of-use (“ROU”) lease right-of-use assets, the non-cancelable period The Company’s leases do not provide a readily determinable implicit discount rate. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The lease payments related to the next 12 months are included in operating lease liabilities, current on the consolidated balance sheets. The Company recognizes a single lease cost on a straight-line basis over the term of the lease, and the Company classifies all cash payments within operating activities in the consolidated statements of cash flows. The Company did not have any finance leases as of December 31, 2023 or 2022. |
Intangible Assets | Intangible Assets, Net The Company’s intangible assets are comprised of patents with a useful life of 12 years. Patents are amortized on a straight-line basis over their useful life. | Intangible Assets The Company’s intangible assets are comprised of patents with a useful life of 12 years. Patents are amortized on a straight-line basis over their useful life. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of an asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. Management has reviewed the Company’s long-lived assets and recorded no impairment charge for the three months ended March 31, 2024 and 2023. | Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of an asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. Management has reviewed the Company’s long-lived assets and recorded no impairment charge for the years ended December 31, 2023 and 2022. |
Fair Value Measurements | Fair Value Measurements The Company applies the requirements of the fair value measurements framework, which establishes a hierarchy for measuring fair value and requires enhanced disclosures about fair value measurements. The fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement guidance also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy in which these assets and liabilities must be grouped based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s financial assets measured on a recurring basis included certificates of deposit totaling $20,000 as of March 31, 2024 and December 31, 2023 and were classified as Level 2 financial assets. See Note 3 for discussion on financial liabilities measured at fair value. | Fair Value Measurements The Company applies the requirements of the fair value measurements framework, which establishes a hierarchy for measuring fair value and requires enhanced disclosures about fair value measurements. The fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement guidance also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy in which these assets and liabilities must be grouped based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s financial assets measured on a recurring basis included certificates of deposit totaling $20,000 as of December 31, 2023 and 2022 and were classified as Level 2 financial assets. The Company did not have any financial liabilities measured on a recurring basis as of December 31, 2023 and 2022. |
Debt and Debt Issuance Costs | Debt and Debt Issuance Costs The Company evaluates its financial instruments to determine if they are freestanding financial instruments. The Company also evaluates its convertible debt for embedded derivatives. Embedded provisions (like conversion options) are assessed to determine if they qualify as embedded derivatives that require separate accounting. Debt issuance costs are recorded as a reduction to the carrying amount of the debt and are amortized to interest expense using the effective interest method. Debt is classified as short-term or long-term based on the term of the note. | Convertible Debt The Company evaluates its financial instruments to determine if they are freestanding financial instruments. The Company also evaluates its convertible debt for embedded derivatives. Embedded provisions (like conversion options) are assessed to determine if they qualify as embedded derivatives that require separate accounting. Debt issuance costs are recorded as a reduction to the carrying amount of the convertible debt and are amortized to interest expense using the effective interest method. The convertible debt is classified as short-term or long-term based on the term of the note. |
Revenue Recognition | Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these goods or services. The Company determines revenue recognition through the following steps: 1) Identification of the contract, or contracts, with a customer The Company considers the terms and conditions of the contract in identifying the contracts. The Company determines a contract with a customer to exist when the contract is approved, each party’s rights regarding the goods or services to be transferred can be identified, the payment terms for the goods or services can be identified, it has been determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. 2) Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) product sales, (ii) maintenance contracts and (iii) other services including training. 3) Determination of the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company’s contracts do not contain a significant financing component. 4) Allocation of the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price. 5) Recognition of revenue when, or as a performance obligation is satisfied For product sales and services, revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised goods or services to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Training and maintenance services are generally recognized upon invoicing in amounts that correspond directly with the value to the customer of the performance completed to date which primarily includes professional service arrangements entered on a time and materials basis. All of the revenue recognized by the Company during the three months ended March 31, 2024 and 2023 was recognized at a point in time. Revenue recognized during the three months ended March 31, 2024 and 2023 is disaggregated as follows: March 31, 2024 March 31, 2023 Product $ 1,306,120 $ 3,064 Service 56,043 4,500 $ 1,362,163 $ 7,564 Revenue recognized by geography during the three months ended March 31, 2024 and 2023 is as follows: March 31, 2024 March 31, 2023 United States $ 1,358,195 $ 7,564 International 3,968 — $ 1,362,163 $ 7,564 The Company had no contract assets as of March 31, 2024 and December 31, 2023. The Company had contract liabilities of $343,651 as of March 31, 2024, which are expected to be fully recognized as revenue in 2024. The Company had contract liabilities of $347,619 as of December 31, 2023. Revenue recognized during the three months ended March 31, 2024 that was previously included in contract liabilities as of December 31, 2023 was not significant. | Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for these goods or services. The Company determines revenue recognition through the following steps: 1) Identification of the contract, or contracts, with a customer The Company considers the terms and conditions of the contract in identifying the contracts. The Company determines a contract with a customer to exist when the contract is approved, each party’s rights regarding the goods or services to be transferred can be identified, the payment terms for the goods or services can be identified, it has been determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. 2) Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) product sales, (ii) maintenance contracts and (iii) other services including training. 3) Determination of the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company’s contracts do not contain a significant financing component. 4) Allocation of the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price. 5) Recognition of revenue when, or as a performance obligation is satisfied For product sales and services, revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised goods or services to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Training and maintenance services are generally recognized upon invoicing in amounts that correspond directly with the value to the customer of the performance completed to date which primarily includes professional service arrangements entered on a time and materials basis. All of the revenue recognized by the Company during the years ended December 31, 2023 and 2022 was recognized at a point in time. Revenue recognized during the years ended December 31, 2023 and 2022 is disaggregated as follows: 2023 2022 Product $ 17,832 $ 701,092 Service 22,523 7,152 $ 40,355 $ 708,244 Revenue recognized by geography during the years ended December 31, 2023 and 2022 is as follows: 2023 2022 United States $ 35,165 $ 7,200 International 5,190 701,044 $ 40,355 $ 708,244 The Company had no contract assets as of December 31, 2023 and 2022 and no contract liabilities as of December 31, 2022. The Company had contract liabilities of $347,619 as of December 31, 2023, which are expected to be fully recognized in revenue in 2024. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling activities are typically performed before the customer obtains control of the goods, and the related costs are therefore expensed as incurred. Shipping and handling costs are included in cost of revenue in the accompanying condensed consolidated statements of operations and comprehensive loss. Shipping and handling costs incurred for inventory purchases are expensed in cost of revenue when sold. | Shipping and Handling Costs Shipping and handling activities are typically performed before the customer obtains control of the goods, and the related costs are therefore expensed as incurred. Shipping and handling costs are included in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss. Shipping and handling costs incurred for inventory purchases are expensed in cost of revenue when sold. |
Product Warranty | Product Warranty The Company’s products sold to customers are generally subject to warranties up to six months, which provides for the repair or replacement of products, at the Company’s option, that fail to perform with stated specifications. The Company estimates future warranty obligations related to those products. To date, product warranty claims have not been significant. | Product Warranty The Company’s products sold to customers are generally subject to warranties between one and two years, which provides for the repair or replacement of products, at the Company’s option, that fail to perform with stated specifications. The Company estimates future warranty obligations related to those products. To date, product warranty claims have not been significant. |
Research and Development Costs | Research and Development Costs Research and development costs incurred by the Company include salaries, purchased services, operating materials and supplies, depreciation, and amortization, and are expensed as incurred. These costs for the three months ended March 31, 2024 and 2023, amounted to $642,546 and $421,887, respectively. | Research and Development Costs Research and development costs incurred by the Company include salaries, purchased services, operating materials and supplies, depreciation, and amortization, and are expensed as incurred. These costs for the years ended December 31, 2023 and 2022, amounted to $1,485,636 and $2,386,086, respectively. |
Advertising | Advertising Advertising and promotion costs are expensed as incurred. Advertising expenses were not significant for the three months ended March 31, 2024 and 2023. | Advertising Advertising and promotion costs are expensed as incurred. Advertising expenses were not significant for the years ended December 31, 2023 and 2022. |
Grant Income | Grant Income Periodically, the Company is awarded grants on a cost reimbursement basis. Costs are expensed when incurred and reimbursable on a monthly or quarterly basis with the offset booked as a contra-expense to the applicable functional area in the condensed consolidated statements of operations and comprehensive loss. | Grant Income Periodically, the Company is awarded grants on a cost reimbursement basis. Costs are expensed when incurred and reimbursable on a monthly or quarterly basis with the offset booked as a contra-expense to the applicable functional area in the consolidated statements of operations and comprehensive loss. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets may be reduced by a valuation allowance if it is more-likely-than-not that some or all of the deferred tax asset will not be realized. The Company annually evaluates the realizability of deferred tax assets by assessing the valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. In accordance with this accounting policy, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. There were no accrued interest and penalties during the three months ended March 31, 2024 and 2023. | Income Taxes Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets may be reduced by a valuation allowance if it is more-likely-than-not that The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the more-likely-than-not threshold, |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair market value of the award. Stock-based compensation is recognized as expense on a ratable basis over the requisite service period of the award. | Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair market value of the award. Stock-based compensation is recognized as expense on a ratable basis over the requisite service period of the award. The Company values stock options using the Black-Scholes option pricing model. This model requires the use of highly subjective and complex assumptions which determine the fair value of stock-based awards, including the option’s expected term, stock price volatility and risk-free interest rates. Forfeitures are recorded as they occur. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in the equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss was equal to net loss for three months ended March 31, 2024 and 2023. | Comprehensive Loss Comprehensive loss is defined as the change in the equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive common share equivalents outstanding for the period determined using the treasury-stock and if-converted methods. For the purposes of the diluted net loss per share calculation, common stock equivalents are considered to be potentially dilutive securities. The following securities were excluded from the calculation of net loss per share because the inclusion would be anti-dilutive as of March 31, 2024 and 2023: March 31, 2024 March 31, 2023 Common stock warrants 23,889,364 395,392 Potential shares from Pre-Paid Advance 10,142,530 — Merger consideration earnout shares 9,000,000 — Potential shares from Cable Car Loan 750,000 — Potential shares from convertible notes 244,308 248,067 Options outstanding — 1,350,432 44,026,202 1,993,891 | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive common share equivalents outstanding for the period determined using the treasury-stock and if-converted methods. The following securities were excluded from the calculation of net loss per share because the inclusion would be anti-dilutive as of December 31: 2023 2022 Common stock warrants 1,231,484 905,470 Options outstanding 3,646,922 3,940,536 Potential shares from convertible notes 2,073,554 714,870 Subscription agreements 3,833,912 — 10,785,872 5,560,876 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s financial instruments, including cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values because of the relatively short maturity of these instruments. The carrying value of the Company’s borrowings approximates fair value based on current rates offered to the Company for instruments with similar terms. | Fair Value of Financial Instruments The fair value of the Company’s financial instruments, including cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values because of the relatively short maturity of these instruments. The carrying value of the Company’s borrowings approximates fair value based on current rates offered to the Company for instruments with similar terms. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of the new standard on the condensed consolidated financial statements. In March 2024, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard for annual financial statements that have not yet been issued or made available for issuance. Adoption is either prospectively or retrospectively, the Company will adopt this ASU on a prospective basis. The Company is currently evaluating the impact of the new standard on the condensed consolidated financial statements and related disclosures. | Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment In December 2023, the FASB issued ASU 2023-09, Income d |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments held-to-maturity | |
GIGCAPITAL5 INC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Business Risk and Concentration of Credit Risk and Supply Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. There were no cash equivalents as of December 31, 2023 and 2022. | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not | |
Stock-Based Compensation | Stock-based Compensation Stock-based compensation related to restricted stock awards is based on the fair value of common stock on the grant date. The shares underlying the Company’s restricted stock award to Mr. Weightman is subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. | |
Net Loss per Share | Net Loss Per Share of Common Stock The Company’s statements of operations and comprehensive loss include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class per share. Net income per share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held in the Trust Account by the weighted-average number of common stock subject to possible redemption outstanding since original issuance. Net loss per share, basic and diluted, for non-redeemable non-redeemable When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method and (ii) the shares issued to Mr. Weightman subject to forfeiture representing 5,000 shares of common stock underlying a restricted stock award for the period it was outstanding. Since the Company was in a net loss position during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the periods presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. | |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Reconciliation of Net Loss Per Common Share | Reconciliation of Net Loss Per Common Share In accordance with the two-class 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 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 $ (5,132,332 ) $ (3,918,090 ) Denominator: Weighted-average non-redeemable Weighted-average non-redeemable 6,540,000 6,540,000 Net loss per share, non-redeemable $ (0.78 ) $ (0.60 ) | |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of December 31, 2023, the assets held in the Trust Account consisted of cash. As of December 31, 2022, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash. | |
Convertible Promissory Note - Related Party | Convertible Promissory Note - Related Party The Company accounts for its Working Capital Note under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). Under ASC 815-15-25, non-cash | |
Fair Value of Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. | |
Offering Costs | Offering Costs Offering costs in the amount of $13,193,740 consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Offering. Offering costs were charged to stockholders’ deficit and recorded in additional paid-in | |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. As of December 31, 2023 and 2022, 2,114,978 and 4,014,050 shares of common stock, respectively, were issued and outstanding and subject to possible redemption. | |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Disaggregation of Revenue | Revenue recognized during the three months ended March 31, 2024 and 2023 is disaggregated as follows: March 31, 2024 March 31, 2023 Product $ 1,306,120 $ 3,064 Service 56,043 4,500 $ 1,362,163 $ 7,564 | Revenue recognized during the years ended December 31, 2023 and 2022 is disaggregated as follows: 2023 2022 Product $ 17,832 $ 701,092 Service 22,523 7,152 $ 40,355 $ 708,244 |
Revenue from External Customers by Geographic Areas | Revenue recognized by geography during the three months ended March 31, 2024 and 2023 is as follows: March 31, 2024 March 31, 2023 United States $ 1,358,195 $ 7,564 International 3,968 — $ 1,362,163 $ 7,564 | Revenue recognized by geography during the years ended December 31, 2023 and 2022 is as follows: 2023 2022 United States $ 35,165 $ 7,200 International 5,190 701,044 $ 40,355 $ 708,244 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded from the calculation of net loss per share because the inclusion would be anti-dilutive as of March 31, 2024 and 2023: March 31, 2024 March 31, 2023 Common stock warrants 23,889,364 395,392 Potential shares from Pre-Paid Advance 10,142,530 — Merger consideration earnout shares 9,000,000 — Potential shares from Cable Car Loan 750,000 — Potential shares from convertible notes 244,308 248,067 Options outstanding — 1,350,432 44,026,202 1,993,891 | The following securities were excluded from the calculation of net loss per share because the inclusion would be anti-dilutive as of December 31: 2023 2022 Common stock warrants 1,231,484 905,470 Options outstanding 3,646,922 3,940,536 Potential shares from convertible notes 2,073,554 714,870 Subscription agreements 3,833,912 — 10,785,872 5,560,876 |
GIGCAPITAL5 INC [Member] | ||
Summary of Net Loss Per Common Share Basic and Diluted | In accordance with the two-class 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 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 $ (5,132,332 ) $ (3,918,090 ) Denominator: Weighted-average non-redeemable Weighted-average non-redeemable 6,540,000 6,540,000 Net loss per share, non-redeemable $ (0.78 ) $ (0.60 ) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory, Current (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory, Current | Inventory consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, Raw materials $ 2,509,875 $ 2,529,364 Work in process 1,405,128 1,627,802 Finished Goods 201,225 261,031 Total $ 4,116,228 $ 4,418,197 | Inventory consisted of the following as of December 31: 2023 2022 Raw materials $ 2,529,364 $ 2,567,311 Work in process 1,627,802 1,683,341 Finished Goods 261,031 528,254 Total $ 4,418,197 $ 4,778,906 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The following summarizes the elements of the Merger to the condensed consolidated statements of stockholders’ deficit and cash flows, including the transaction funding, sources, and uses of cash: Recapitalization Cash in GigCapital5 Trust Account, net of redemptions $ 13,952,525 Plus: cash in GigCapital5 operating bank account 4,829 Less: Payments made pursuant to non-redemption agreements (10,791,550 ) Less: GigCapital5 transaction costs paid from Trust (1,073,667 ) Less: Repayment of GigCapital5 related party notes (853,607 ) Net cash proceeds from GigCapital5 1,238,530 Assumed net liabilities from GigCapital5, excluding net cash proceeds (10,507,695 ) Net impact of the Merger on the condensed consolidated statement of stockholders’ deficit $ (9,269,165 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property, Plant and Equipment | Property and equipment, net consisted of the following as of March 31, 2024 and December 31, 2023: Useful Life March 31, December 31, Scanners 5 Years $ 2,826,983 $ 3,309,957 Computer and lab equipment 3-5 Years 1,359,491 1,359,491 Leasehold improvements Various 421,266 421,266 Software 3 Years 40,599 40,599 Furniture and fixtures 7 Years 82,336 82,336 4,730,675 5,213,649 Less: accumulated depreciation (4,576,602 ) (4,722,729 ) $ 154,073 $ 490,920 | Property and equipment, net consisted of the following as of December 31: Useful Life 2023 2022 Scanners 5 Years $ 3,309,957 $ 3,047,841 Computer and lab equipment 3-5 Years 1,359,491 1,346,726 Leasehold improvements Various 421,266 421,266 Software 3 Years 40,599 40,599 Furniture and fixtures 7 Years 82,336 82,336 5,213,649 4,938,768 Less: accumulated depreciation (4,722,729 ) (4,441,021 ) $ 490,920 $ 497,747 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following as of March 31, 2024: Useful Life Gross Carrying Value Accumulated Amortization Net Carrying Value Useful Life Remaining Patents 12 Years $ 2,230,570 $ 2,186,901 $ 43,669 0.25 Years Intangible assets, net consisted of the following as of December 31, 2023: Useful Life Gross Carrying Value Accumulated Amortization Net Carrying Value Useful Life Remaining Patents 12 Years $ 2,230,570 $ 2,140,431 $ 90,139 0.50 Years | Intangible assets, net consisted of the following as of December 31, 2023: Useful Gross Carrying Accumulated Net Carrying Useful Life Patents 12 Years $ 2,230,570 $ 2,140,431 $ 90,139 0.50 Years Intangible assets, net consisted of the following as of December 31, 2022: Useful Gross Carrying Accumulated Net Carrying Useful Life Patents 12 Years $ 2,230,570 $ 1,954,550 $ 276,020 1.50 Years |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of March 31, 2024, future amortization is as follows: Year ending December 31: 2024 (remaining) $ 43,669 | As of December 31, 2023, future amortization is as follows: Year ending December 31: 2024 $ 90,139 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Offsetting [Abstract] | |
Schedule of Prepaid Expense and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, Prepaid insurance $ 910,208 $ 9,808 Prepaid licenses and subscriptions 99,493 8,536 Other 185,588 196,635 Total $ 1,195,289 $ 214,979 |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, Accrued legal $ 2,065,739 $ 24,729 Accrued excise taxes 202,341 — Accrued advisory fee 100,000 — Other 445,182 344,922 Total $ 2,813,262 $ 369,651 |
Accrued Expenses - (Tables)
Accrued Expenses - (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued expenses consisted | Accrued expenses consisted of the following as of December 31: 2023 2022 Accrued vacation $ 55,683 $ 91,125 Accrued wages 65,173 80,904 Accrued legal 24,729 79,691 Accrued interest 50,037 — Other 174,029 116,646 Total $ 369,651 $ 368,366 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Schedule of Maturities of Long-Term Debt | Future principal payments on the long-term debt as of March 31, 2024 are as follows: Year ending December 31: 2024 (remaining) $ 97,896 2025 11,586,784 2026 9,198 Total payments 11,693,878 Less: Unamortized debt issuance costs (8,232,488 ) Less: Current maturities of long-term debt (130,698 ) Long-term debt $ 3,330,692 | Future principal payments on the long-term debt as of December 31, 2023 are as follows: Year ending December 31: 2024 $ 4,261,221 2025 86,784 2026 9,196 Total Payments 4,357,201 Less: Unamortized debt issuance costs (61,857 ) Less: Current maturities of long-term debt (4,199,362 ) Long-term debt $ 95,982 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Leases [Abstract] | ||
Schedule of ROU Assets and Lease Liabilities | The following table reflects the Company’s ROU assets and lease liabilities as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, Assets: Operating lease ROU assets, net $ 1,186,815 $ 1,267,121 Liabilities: Operating lease liabilities, current $ 372,010 $ 361,305 Operating lease liabilities 966,253 1,062,633 $ 1,338,263 $ 1,423,938 | The following table reflects the Company’s ROU assets and lease liabilities as of December 31: 2023 2022 Assets: Operating lease ROU assets, net $ 1,267,121 $ 1,572,323 Liabilities: Operating lease liabilities, current $ 361,305 $ 313,448 Operating lease liabilities 1,062,633 1,423,938 $ 1,423,938 $ 1,737,386 |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | The following table presents supplemental cash flow information related to the Company’s operating leases for the three months ended: March 31, March 31, Operating cash flows from operating leases $ 113,586 $ 110,278 | The following table presents supplemental cash flow information related to the Company’s operating leases for the years ended December 31: 2023 2022 Operating cash flows from operating leases $ 441,111 $ 428,263 |
Lessee, Operating Lease, Liability, to be Paid, Maturity | As of March 31, 2024, the maturity of operating lease liabilities was as follows: Year ending December 31: 2024 (remaining) $ 348,710 2025 476,164 2026 490,449 2027 206,864 Total payments 1,522,187 Less: Interest (183,924 ) Present value of obligations $ 1,338,263 | As of December 31, 2023, the maturity of operating lease liabilities was as follows: Year ending December 31: 2024 $ 462,295 2025 476,164 2026 490,449 2027 206,864 Total payments 1,635,772 Less: Interest (211,834 ) Present value of obligations $ 1,423,938 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance as of March 31, 2024 is as follows: Common stock warrants 23,889,364 Potential shares from Pre-Paid Advance 10,142,530 Merger earnout consideration shares 9,000,000 Options available under the 2024 Incentive Plan 2,358,093 Potential shares from Cable Car Loan 750,000 Potential shares from convertible notes 244,308 46,384,295 | Common stock reserved for future issuance as of December 31, 2023 is as follows: Common stock warrants 1,231,484 Options outstanding 3,646,922 Options available under the Plan 3,353,078 Potential shares from convertible notes 2,073,554 Subscription agreements 3,833,912 14,138,960 |
Schedule of Warrant Activity | The following table represents the QT Imaging warrant activity as follows for the three months ended March 31, 2024: Number of Warrants Outstanding, January 1, 2024 422,064 Exercised (16,320 ) Terminated pursuant to business combination agreement (405,744 ) Outstanding, March 31, 2024 — | The following table represents the warrant activity as follows: Number of Outstanding, January 1, 2022 624,508 Granted 280,962 Outstanding, December 31, 2022 905,470 Granted 326,104 Outstanding, December 31, 2023 1,231,574 |
Schedule of Outstanding Warrants to Purchase Shares of Common Stock by Exercise Price | As of December 31, 2023, outstanding warrants to purchase shares of common stock by exercise price are as follows: Exercise Price Exercisable For Expiration Date(s) Number of $10.00 Common Stock M arc 516,391 $8.50 Common Stock A ugu 150,000 $4.25 Common Stock Jul y 2 temb 10,329 $4.00 Common Stock Novem ber rch 494,525 $2.50 Common Stock November 1, 2028 60,329 1,231,574 | |
Schedule of Fair Value of Warrants to Purchase Common Stock Issued Using the Black-Scholes Option Pricing Model | The determination of the fair value of warrants to purchase common stock issued during the years ended December 31, 2023 and 2022 is computed using the Black-Scholes option pricing model with the following weighted-average assumptions: 2023 2022 Expected warrant term (years) 5.0 5.6 Expected volatility 60.2 % 62.3 % Risk-free rate of return 4.0 % 3.6 % Expected annual dividend yield — — |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Total Number of Shares Available for Grant Under the Plan | The following table represents the total number of shares available for grant under the Plan: Available for Balance as of December 31, 2021 3,578,276 Granted (541,208 ) Cancelled 22,396 Balance as of December 31, 2022 3,059,464 Cancelled 293,615 Balance as of December 31, 2023 3,353,079 | |
Schedule of Activity in the Plan | The following table summarizes information regarding activity in the QT Imaging Plan during the three months ended March 31, 2024: Number of Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (years) Outstanding, January 1, 2024 1,249,809 $ 24.80 6.9 Cancelled (12,128 ) $ 22.40 Terminated pursuant to Business Combination Agreement (1,237,681 ) $ 24.83 Outstanding, March 31, 2024 — $ — — | The following table summarizes information regarding activity in the Plan during the years ended December 31, 2023 and 2022: Number of Weighted- Weighted- Outstanding, December 31, 2021 3,421,724 $ 8.77 9.2 Granted 541,208 6.50 Cancelled (22,396 ) 8.50 Outstanding, December 31, 2022 3,940,536 8.46 8.4 Cancelled (293,615 ) 7.90 Outstanding, December 31, 2023 3,646,921 $ 8.50 6.9 Number of Weighted- Weighted- Vested and exercisable and expected to vest, December 31, 2023 3,433,227 $ 8.54 6.7 Vested and exercisable, December 31, 2023 3,371,096 $ 8.57 6.8 |
Schedule of the Options Outstanding and Exercisable | The options outstanding and exercisable as of December 31, 2023 were as follows: Exercise Number Weighted-Average Weighted- Number Weighted- $6.50 453,323 8.4 $ 6.50 341,559 $ 6.50 8.50 2,585,671 6.6 8.50 2,421,609 8.50 10.00 607,927 7.0 10.00 607,928 10.00 3,646,921 6.9 $ 8.50 3,371,096 $ 8.57 | |
Schedule of the Fair Value of Options Granted | The determination of the fair value of options granted during the year ended December 31, 2022 is computed using the Black-Scholes option pricing model with the following weighted-average assumptions: 2022 Expected option term (years) 7.4 Expected volatility 69.1 % Risk-free rate of return 2.5 % Expected annual dividend yield — | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The following table shows stock-based compensation expense by functional area in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023: 2024 2023 Research and development $ 13,950 $ 26,314 Selling, general and administrative 25,034 182,314 $ 38,984 $ 208,628 | The following table shows stock-based compensation expense by functional area in the consolidated statements of operations and comprehensive loss for the years ended December 31: 2023 2022 Research and development $ 105,255 $ 142,118 Selling, general and administrative 604,139 648,637 $ 709,394 $ 790,755 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level March 31, December 31, Assets: Certificate of deposit 2 $ 20,000 $ 20,000 Liabilities: Warrant liability 2 $ 32,017 $ — Earnout liability 3 $ 1,060,000 $ — Derivative liability 3 $ 2,137,800 $ — | |
Fair Value Measurement Inputs and Valuation Techniques | Significant assumptions used in the valuation of the fair value of the earnout liability as of issuance on March 4, 2024 and as of March 31, 2024 were as follows: March 4, March 31, Fair value of common stock $ 3.53 $ 1.06 Volatility of revenue 26.0 % 26.0 % Discount rate applicable to revenue 7.0 % 7.0 % Risk-free rate 4.5 % 4.5 % Risk premium 2.5 % 2.5 % Cost of debt 15.5 % 15.5 % Credit risk spread 11.0 % 11.0 % Equity volatility 130.0 % 130.0 % Significant assumptions used in the valuation of the fair value of the derivative liability as of issuance on March 4, 2024 and as of March 31, 2024 were as follows: March 4, March 31, Fair value of common stock $ 3.53 $ 1.06 Term in years 1.25 1.18 Volatility 130.0 % 130.0 % Risk-free rate 4.9 % 5.0 % Debt discount 30.0 % 30.0 % | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | The activity for the fair value of the warrant liability during the three months ended March 31, 2024 was as follows: Warrant Beginning balance, January 1, 2024 $ — Net liabilities assumed from GigCapital5 8,894 Change in fair value 23,123 Ending balance, March 31, 2024 $ 32,017 The activity for the fair value of the earnout liability for the three months ended March 31, 2024 was as follows: Earnout Beginning balance, January 1, 2024 $ — Change in fair value 1,060,000 Ending balance, March 31, 2024 $ 1,060,000 The activity for the fair value of the derivative liability during the three months ended March 31, 2024 was as follows: Derivative Beginning balance, January 1, 2024 $ — Fair value at issuance 5,120,900 Change in fair value (2,983,100 ) Ending balance, March 31, 2024 $ 2,137,800 | |
GIGCAPITAL5 INC [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, 2023 December 31, 2022 Assets: Marketable 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 | |
Schedule of Estimated Fair Value of Working Capital Note | The Working Capital Note was valued using a combination of the Black-Scholes option pricing model and present value method, which is considered to be a Level 3 fair value measurement. The estimated fair value of the Working Capital Note was based on the following ranges of significant inputs at issuance for advances made under the Working Capital Note during the year ended December 31, 2023 and as of December 31, 2023 and 2022 for all advances made under the Working Capital Note: Assumptions At Issuance As of December 31, 2023 As of December 31, 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% | |
Schedule of Change in Fair Value of Warrant Liability and Working Capital Note | The following table presents information about the change in fair value of the Company’s Level 3 Working Capital Note during the years ended December 31, 2023 and 2022: 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 - end of period $ 1,506,389 $ 257,492 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Line Items] | |
Schedule of loss before provision for income taxes | Loss before income tax expense consisted of the following for the years ended December 31: 2023 2022 United States $ (6,097,351 ) $ (6,254,468 ) International — — Total loss before income tax expense $ (6,097,351 ) $ (6,254,468 ) |
Schedule of provision for income taxes | Income tax expense consisted of the following for the years ended December 31: 2023 2022 Current: Federal $ — $ — State 1,600 1,600 Foreign — — Total current tax expense 1,600 1,600 Deferred: Federal — — State — — Foreign — — Total deferred tax expense — — Total income tax expense $ 1,600 $ 1,600 |
Schedule of reconciliation of the federal statutory income tax rate to the effective income tax rate | Income tax expense differed from the amount computed by applying the federal statutory income tax rate to pretax loss as a result of the following for the years ended December 31: 2023 2022 Federal tax at statutory rate $ (1,280,444 ) $ (1,313,438 ) State taxes (22,915 ) (542,562 ) Change in valuation allowance 1,080,617 1,846,087 Other 224,342 11,513 Total income tax expense $ 1,600 $ 1,600 |
Schedule of tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities | The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are related to the following as of December 31: 2023 2022 Deferred tax assets: Net operating losses $ 3,070,085 $ 2,280,097 Stock-based compensation 856,902 784,932 Operating lease liabilities 386,588 516,031 Section 174 expenses, net 487,860 476,842 Accruals and reserves 489,382 227,221 Intangible assets 118,691 214,100 Property and equipment 90,104 44,128 Gross deferred tax assets 5,499,612 4,543,351 Valuation allowance (5,155,597 ) (4,074,980 ) Net deferred tax assets 344,015 468,371 Deferred tax liabilities: Operating lease right-of-use (344,015 ) (468,371 ) Net deferred tax assets $ — $ — |
Schedule of a reconciliation of the beginning and ending amount of gross unrecognized tax benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is a follows as of December 31: 2023 2022 Balance as the beginning of the year $ 49,255 $ — Increases related to prior year tax positions — 47,882 Increases related to current year tax positions — 1,373 Balance as the end of the year $ 49,255 $ 49,255 |
GIGCAPITAL5, INC [Member] | |
Income Taxes [Line Items] | |
Schedule of loss before provision for income taxes | The sources of loss before provision for income taxes are as follows for the year ended December 31, 2023 and 2022: 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 ) |
Schedule of provision for income taxes | The provision for income taxes was comprised of the following for the year ended December 31, 2023 and 2022: Year Ended 2023 Year Ended 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 |
Schedule of reconciliation of the federal statutory income tax rate to the effective income tax rate | Reconciliation of the federal statutory income tax rate to tax Year Ended 2023 Year Ended 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 1,364,927 1,227,602 Provision for income taxes $ 419,119 $ 486,615 |
Schedule of tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows: December 31, 2023 December 31, 2022 Deferred tax assets: Start-up $ 2,895,226 $ 1,530,299 Valuation allowance (2,895,226 ) (1,530,299 ) Net deferred tax assets (liabilities) $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | 14 Months Ended | |||||||||||||||||||||||||||||||
Mar. 04, 2024 USD ($) $ / shares shares | Feb. 15, 2024 USD ($) | Jan. 04, 2024 USD ($) | Dec. 28, 2023 shares | Sep. 28, 2023 USD ($) shares | Mar. 20, 2023 USD ($) | Nov. 30, 2022 $ / shares shares | Sep. 27, 2022 USD ($) | Sep. 28, 2021 USD ($) $ / shares shares | Sep. 23, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) shares $ / shares | Nov. 30, 2022 $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2024 | Dec. 31, 2023 USD ($) shares $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) shares $ / shares | Feb. 20, 2024 USD ($) shares | Feb. 07, 2024 USD ($) | Dec. 13, 2023 USD ($) | Oct. 27, 2023 USD ($) | Aug. 28, 2023 USD ($) | Jul. 25, 2023 USD ($) | Jun. 26, 2023 USD ($) | Apr. 27, 2023 USD ($) | Mar. 28, 2023 USD ($) | Feb. 28, 2023 USD ($) | Feb. 27, 2023 USD ($) | Jan. 25, 2023 USD ($) | Dec. 27, 2022 USD ($) | Nov. 28, 2022 USD ($) | Oct. 26, 2022 USD ($) | Sep. 26, 2022 USD ($) | Sep. 23, 2022 $ / shares shares | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | $ 0 | $ 947,850 | ||||||||||||||||||||||||||||||||||
Accumulated deficit | $ (17,770,145) | (22,068,735) | $ (17,770,145) | $ (11,671,194) | $ (17,770,145) | |||||||||||||||||||||||||||||||
Net loss | (4,298,590) | (1,882,947) | (6,098,951) | (6,256,068) | ||||||||||||||||||||||||||||||||
Net cash provided by used in operating activities | $ (5,975,515) | $ (992,716) | $ (2,651,143) | $ (3,861,735) | ||||||||||||||||||||||||||||||||
Common stock average par value per share | shares | 2 | 2 | 2 | |||||||||||||||||||||||||||||||||
Description of trigger event based on common stock | when the daily volume-weighted average price is less than $2.00 per share for five consecutive trading days. | |||||||||||||||||||||||||||||||||||
Discription of having sufficient fund | 12 months | |||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
Sale of units description | In November 2022, the Company initiated an offering to sell to a select group of accredited investors only, on a private placement basis, 1,000,000 units for a purchase price of $4.00 per unit (the “Units”), each Unit consisting of one share of common stock and one warrant to purchase one share of common stock with an exercise price of $4.00 (the “2022 Offering”). | In November 2022, the Company initiated an offering to sell to a select group of accredited investors only, on a private placement basis, 342,703 units for a purchase price of $11.67 per unit (the “Units”), each Unit consisting of one share of common stock and one warrant to purchase one share of common stock (the “QT Imaging Private Placement Warrants”) with an exercise price of $11.67 (the “2022 Offering”). | ||||||||||||||||||||||||||||||||||
Sale of units in private placement | shares | 490,000 | |||||||||||||||||||||||||||||||||||
Yorkville [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Sale of units in private placement | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||
Funicular Funds | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from Notes Payable | $ 1,500,000 | |||||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Date of incorporation | Jan. 19, 2021 | |||||||||||||||||||||||||||||||||||
Percentage Of Shares Sold During Offering | 4.30% | 4.30% | 4.30% | |||||||||||||||||||||||||||||||||
Sale of common stock, Shares | shares | 23,000,000 | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | $ 225,400,000 | $ 30,000,000 | ||||||||||||||||||||||||||||||||||
Accumulated deficit | $ (17,104,720) | $ (17,104,720) | $ (13,080,129) | $ (17,104,720) | ||||||||||||||||||||||||||||||||
Net loss | (4,024,591) | (2,774,307) | ||||||||||||||||||||||||||||||||||
Net cash provided by used in operating activities | $ (1,944,104) | $ (1,261,550) | ||||||||||||||||||||||||||||||||||
Common stock average par value per share | shares | 2 | 2 | 2 | |||||||||||||||||||||||||||||||||
Description of trigger event based on common stock | when the daily volume-weighted average price is less than $2.00 per share for five consecutive trading days | |||||||||||||||||||||||||||||||||||
Discription of having sufficient fund | 12 months | |||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||
Number of Public Share per unit | shares | 1 | |||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.5 | $ 11.5 | $ 11.5 | |||||||||||||||||||||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | |||||||||||||||||||||||||||||||||||
Transaction costs, net | $ 13,193,740 | $ 25,000 | ||||||||||||||||||||||||||||||||||
Transaction costs | $ 0 | $ 85,000 | ||||||||||||||||||||||||||||||||||
Deferred underwriting fees | 9,200,000 | |||||||||||||||||||||||||||||||||||
Offering costs | 843,740 | |||||||||||||||||||||||||||||||||||
Reimbursement of offering expenses | $ 1,450,000 | |||||||||||||||||||||||||||||||||||
Monthly extension of amendment description | The Company’s initial public offering prospectus and Amended and Restated Certificate of Incorporation provided that the Company initially had until September 28, 2022 (the date which was 12 months after the consummation of the Offering) to complete the Business Combination (the “Combination Period”). On September 23, 2022, the Company held a special meeting of its stockholders and the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a Business Combination transaction from September 28, 2022 up to March 28, 2023 in one-month extensions (the “Extension”). | |||||||||||||||||||||||||||||||||||
Number of public shares to be redeemed | shares | 904,023 | 995,049 | 995,049 | 995,049 | ||||||||||||||||||||||||||||||||
Amount withdrawn from trust account | $ 9,828,000 | $ 10,449,625 | ||||||||||||||||||||||||||||||||||
Principal amount | $ 960,000 | |||||||||||||||||||||||||||||||||||
Description of proposals | At the March special meeting, the stockholders approved two proposals: (A) to amend the Company’s Amended and Restated Certificate of Incorporation, giving the Company the right to extend the date by which it has to consummate a Business Combination up to six (6) times for an additional one (1) month each time, from March 28, 2023 to September 28, 2023 provided that the Sponsor (or its designees) must deposit into the Trust Account for each one-month extension funds equal to $100,000 (the “Second Extension”); (B) to amend the Company’s investment management trust agreement, dated as of September 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the Combination Period up to six (6) times for an additional one (1) month each time from March 28, 2023 to August 28, 2023 by depositing into the Trust Account for each one-month extension, the sum of $100,000. | |||||||||||||||||||||||||||||||||||
Issued and outstanding common stock own percentage | 75.60% | |||||||||||||||||||||||||||||||||||
US Government treasury bills maturity description | U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less | |||||||||||||||||||||||||||||||||||
Public shares redemption percentage | 100% | |||||||||||||||||||||||||||||||||||
Monthly extension fee payable | $ 100,000 | $ 160,000 | ||||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Subsequent Event | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from Sale of Restricted Investments | $ 26,201 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 0 | |||||||||||||||||||||||||||||||||||
Temporary equity, shares outstanding | shares | 848,003 | |||||||||||||||||||||||||||||||||||
Percentage of Public Units Sold in Offering | 3.70% | |||||||||||||||||||||||||||||||||||
Proceeds from trust account | $ 9,356,221 | |||||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Subsequent Event | Non-Convertible Loan Working Capital Amendment | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 262,247 | |||||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Charter Amendment Proposal | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Extension fund amount | 100,000 | |||||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Trust Amendment Proposal | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Extension fund amount | $ 100,000 | |||||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Funicular Funds | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from Notes Payable | $ 1,500,000 | |||||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Extension Note | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||||||||||
Number of public shares to be redeemed | shares | 18,985,950 | |||||||||||||||||||||||||||||||||||
Amount withdrawn from trust account | $ 192,138,312 | |||||||||||||||||||||||||||||||||||
Principal amount | 1,560,000 | $ 1,560,000 | $ 1,560,000 | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Extension Note | Sponsor | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Principal amount | 160,000 | |||||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Working Capital Note | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 53,640 | $ 381,360 | $ 65,000 | $ 130,000 | $ 65,000 | $ 130,000 | $ 350,000 | $ 65,000 | |||||||||||||||||||||||||
Conversion price | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Working Capital Note | Sponsor | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 65,000 | $ 65,000 | $ 65,000 | $ 65,000 | $ 65,000 | |||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | First Non-Convertible Working Capital Note | Sponsor | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 66,360 | |||||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Second Non-Convertible Working Capital Note | Subsequent Event | Non-Convertible Loan Working Capital Amendment | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Principal amount | 262,247 | |||||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Second Non-Convertible Working Capital Note | Sponsor | Subsequent Event | Non-Convertible Loan Working Capital Amendment | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Principal amount | 195,887 | |||||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Third Non Convertible Working Capital Note | Subsequent Event | Non-Convertible Loan Working Capital Amendment | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Principal amount | 297,247 | $ 297,247 | ||||||||||||||||||||||||||||||||||
GIGCAPITAL5 INC [Member] | Third Non Convertible Working Capital Note | Sponsor | Subsequent Event | Non-Convertible Loan Working Capital Amendment | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 35,000 | |||||||||||||||||||||||||||||||||||
Founders | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | |||||||||||||||||||||||||||||||||||
Sale of units in private placement | shares | 795,000 | |||||||||||||||||||||||||||||||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ 7,950,000 | |||||||||||||||||||||||||||||||||||
Wells Fargo Securities LLC | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Deferred underwriting fee waiver amount | $ 6,440,000 | |||||||||||||||||||||||||||||||||||
Equity Purchase Agreement | Yorkville [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | $ 40,000,000 | |||||||||||||||||||||||||||||||||||
Business combination pre paid advance received | 9,005,000 | |||||||||||||||||||||||||||||||||||
Equity Purchase Agreement | GIGCAPITAL5 INC [Member] | Yorkville [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | 40,000,000 | |||||||||||||||||||||||||||||||||||
Business combination pre paid advance received | 9,005,000 | |||||||||||||||||||||||||||||||||||
Stock Subscription Agreement | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Net impact of the Merger on the condensed consolidated statement of stockholders' deficit | $ 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||
Stock Subscription Agreement | Yorkville [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | 40,000,000 | |||||||||||||||||||||||||||||||||||
Business combination pre paid advance received | $ 9,025,000 | |||||||||||||||||||||||||||||||||||
Stock Subscription Agreement | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Net impact of the Merger on the condensed consolidated statement of stockholders' deficit | $ 500,000 | |||||||||||||||||||||||||||||||||||
Warrants | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Sale of units description | Each Public Unit consists of one share of the Company’s common stock (a “Public Share”), $0.0001 par value, and one redeemable warrant (a “Public Warrant”). | |||||||||||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Sale of common stock, Shares | shares | 83,537 | 100,000 | ||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||
Common Stock | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock Redeemed or Called During Period, Shares | shares | 2,385 | |||||||||||||||||||||||||||||||||||
Temporary equity, shares outstanding | shares | 2,114,978 | 2,114,978 | 4,014,050 | 2,114,978 | ||||||||||||||||||||||||||||||||
Common Stock | Founders | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | $ 25,000 | |||||||||||||||||||||||||||||||||||
Maximum | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Net interest to pay dissolution expenses | $ 100,000 | |||||||||||||||||||||||||||||||||||
Maximum | Common Stock | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 9.2 | $ 9.2 | $ 9.2 | |||||||||||||||||||||||||||||||||
Over-Allotment Option | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Sale of common stock, Shares | shares | 3,000,000 | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | $ 230,000,000 | |||||||||||||||||||||||||||||||||||
Private Placement | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Sale of stock price per unit | $ / shares | $ 11.67 | $ 11.67 | ||||||||||||||||||||||||||||||||||
Sale of units in private placement | shares | 1,000,000 | 342,703 | 0 | 261,250 | 228,750 | 167,925 | ||||||||||||||||||||||||||||||
Private Placement | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | 6,900,000 | |||||||||||||||||||||||||||||||||||
Sale of units description | Each Private Placement Unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one redeemable warrant. | |||||||||||||||||||||||||||||||||||
Private Placement | GIGCAPITAL5 INC [Member] | Working Capital Note | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Sale of units in private placement | shares | 150,000 | 150,000 | ||||||||||||||||||||||||||||||||||
Private Placement | Founders | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Sale of units description | Each Private Placement Unit consists of one share of the Company’s common stock and one warrant (a “Private Placement Warrant”). | |||||||||||||||||||||||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | |||||||||||||||||||||||||||||||||||
Sale of units in private placement | shares | 795,000 | |||||||||||||||||||||||||||||||||||
Number of shares of common stock per unit | shares | 1 | 1 | 1 | 1 | ||||||||||||||||||||||||||||||||
Private Placement | Warrants | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Number of shares of common stock per unit | shares | 1 | 1 | 1 | |||||||||||||||||||||||||||||||||
Private Placement | Common Stock | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Sale of common stock, Shares | shares | 261,250 | 228,750 | ||||||||||||||||||||||||||||||||||
Private Placement | Common Stock | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||
Number of shares of common stock per unit | shares | 1 | 1 | 1 | |||||||||||||||||||||||||||||||||
Underwriter Fees | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Transaction costs | 4,600,000 | |||||||||||||||||||||||||||||||||||
Underwriting Agreement | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Sale of common stock, Shares | shares | 20,000,000 | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | $ 232,300,000 | $ 200,000,000 | ||||||||||||||||||||||||||||||||||
Underwriting Agreement | Over-Allotment Option | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Underwriters Option Period | 45 days | |||||||||||||||||||||||||||||||||||
Underwriting Agreement | Over-Allotment Option | Minimum | GIGCAPITAL5 INC [Member] | ||||||||||||||||||||||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||
Sale of common stock, Shares | shares | 3,000,000 |
Business Combination and Rela_2
Business Combination and Related Agreement - Additional Information (Details) - USD ($) | Dec. 08, 2022 | Mar. 31, 2024 | Mar. 04, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 23, 2021 |
Business Acquisition [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
GIGCAPITAL5, INC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
GIGCAPITAL5, INC [Member] | PIPE Subscription Agreements | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate gross proceed under agreements | $ 26,000,000 | |||||
GIGCAPITAL5, INC [Member] | Business Combination Agreement [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, date of acquisition agreement | Dec. 08, 2022 | |||||
Business acquisition, share price | $ 0.001 | |||||
Common stock, par value | $ 0.0001 |
The Company and Summary of Si_4
The Company and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,362,163 | $ 7,564 | $ 40,355 | $ 708,244 |
Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,306,120 | 3,064 | 17,832 | 701,092 |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 56,043 | $ 4,500 | $ 22,523 | $ 7,152 |
The Company and Summary of Si_5
The Company and Summary of Significant Accounting Policies - Revenue from External Customers by Geographic Areas (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from External Customer [Line Items] | ||||
Revenue | $ 1,362,163 | $ 7,564 | $ 40,355 | $ 708,244 |
United States | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 1,358,195 | 7,564 | 35,165 | 7,200 |
International | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 3,968 | $ 0 | $ 5,190 | $ 701,044 |
The Company and Summary of Si_6
The Company and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 44,026,202 | 1,993,891 | 10,785,872 | 5,560,876 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 23,889,364 | 395,392 | 1,231,484 | 905,470 |
Potential shares from Pre-Paid Advance | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 10,142,530 | 0 | ||
Merger consideration earnout shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 9,000,000 | 0 | ||
Potential shares from Cable Car Loan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 750,000 | 0 | ||
Potential shares from convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 244,308 | 248,067 | 2,073,554 | 714,870 |
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 1,350,432 | 3,646,922 | 3,940,536 |
Subscription Agreement [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 3,833,912 | 0 |
The Company and Summary of Si_7
The Company and Summary of Significant Accounting Policies - Summary of Net Loss Per Common Share Basic and Diluted (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||
Numerator | ||||||
Net loss | $ (4,298,590) | $ (1,882,947) | $ (6,098,951) | $ (6,256,068) | ||
Denominator | ||||||
Weighted average common shares outstanding, basic | 13,225,553 | [1] | 9,517,098 | [1] | 27,815,913 | 27,364,975 |
Weighted average common shares outstanding, diluted | 13,225,553 | [1] | 9,517,098 | [1] | 27,815,913 | 27,364,975 |
Net loss per share common share, basic | $ (0.33) | [1] | $ (0.2) | [1] | $ (0.22) | $ (0.23) |
Net loss per share common share, diluted | $ (0.33) | [1] | $ (0.2) | [1] | $ (0.22) | $ (0.23) |
Common Stock Subject to Possible Redemption | ||||||
Denominator | ||||||
Weighted average common shares outstanding, basic | 3,020,634 | 17,954,419 | ||||
Net loss per share common share, basic | $ 0.37 | $ 0.06 | ||||
Non-Redeemable Common Stock | ||||||
Denominator | ||||||
Weighted average common shares outstanding, basic | 6,540,000 | 6,540,000 | ||||
Net loss per share common share, basic | $ (0.78) | $ (0.6) | ||||
GIGCAPITAL5, INC [Member] | ||||||
Numerator | ||||||
Net loss | $ (4,024,591) | $ (2,774,307) | ||||
Net income attributable to common stock subject to possible redemption | $ 1,107,741 | $ 1,143,783 | ||||
Denominator | ||||||
Weighted average common shares outstanding, basic | 6,540,000 | 6,540,000 | ||||
Weighted average common shares outstanding, diluted | 6,540,000 | 6,540,000 | ||||
Net loss per share common share, basic | $ (0.78) | $ (0.6) | ||||
Net loss per share common share, diluted | $ (0.78) | $ (0.6) | ||||
GIGCAPITAL5, INC [Member] | Common Stock Subject to Possible Redemption | ||||||
Numerator | ||||||
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 redemption | $ 1,107,741 | $ 1,143,783 | ||||
Denominator | ||||||
Weighted average common shares outstanding, basic | 3,020,634 | 17,954,419 | ||||
Weighted average common shares outstanding, diluted | 3,020,634 | 17,954,419 | ||||
Net loss per share common share, basic | $ 0.37 | $ 0.06 | ||||
Net loss per share common share, diluted | $ 0.37 | $ 0.06 | ||||
GIGCAPITAL5, INC [Member] | Non-Redeemable Common Stock | ||||||
Numerator | ||||||
Net loss | $ (4,024,591) | $ (2,774,307) | ||||
Net income attributable to common stock subject to possible redemption | (1,107,741) | (1,143,783) | ||||
Net loss attributable to non-redeemable common stock | $ (5,132,332) | $ (3,918,090) | ||||
Denominator | ||||||
Weighted average common shares outstanding, diluted | 6,540,000 | 6,540,000 | ||||
Net loss per share common share, diluted | $ (0.78) | $ (0.6) | ||||
[1]Amounts as of December 31, 2023 and before that date differ from those in prior year consolidated financial statements as they were retrospectively adjusted as a result of the accounting or the Business Combination (as defined in the Notes to Condensed Consolidated Financial Statements). |
The Company and Summary of Si_8
The Company and Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 14 Months Ended | ||||||||||||||
Mar. 04, 2024 USD ($) Day $ / shares shares | Dec. 13, 2023 USD ($) shares | Nov. 15, 2023 USD ($) shares | Nov. 10, 2023 USD ($) $ / shares shares | Mar. 20, 2023 USD ($) | Nov. 30, 2022 $ / shares shares | Dec. 31, 2023 USD ($) shares | Sep. 30, 2023 | Nov. 30, 2022 $ / shares shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) | Dec. 31, 2024 | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 19, 2023 USD ($) shares | Nov. 30, 2023 USD ($) | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Restricted cash and cash equivalents | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||||
Other assets, fair value disclosure | 20,000 | 20,000 | 20,000 | 20,000 | ||||||||||||||
Contract with customer asset net current | 0 | 0 | 0 | 0 | ||||||||||||||
Research and development | $ 642,546 | $ 421,887 | 1,485,636 | 2,386,086 | ||||||||||||||
Accumulated Deficit | $ 17,770,145 | 22,068,735 | 17,770,145 | 11,671,194 | $ 17,770,145 | |||||||||||||
Net cash used in operating activities | 5,975,515 | 992,716 | 2,651,143 | 3,861,735 | ||||||||||||||
Net loss | 4,298,590 | 1,882,947 | $ 6,098,951 | 6,256,068 | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 490,000 | |||||||||||||||||
Proceeds from sale of common stock and warrants, net of issuance costs | $ 0 | 947,850 | ||||||||||||||||
Common stock average par value per share | shares | 2 | 2 | 2 | |||||||||||||||
Description of trigger event based on common stock | when the daily volume-weighted average price is less than $2.00 per share for five consecutive trading days. | |||||||||||||||||
Discription of Having Sufficient Fund | 12 months | |||||||||||||||||
Factor To Be Considered For Receiving Shares In The New Company | 0.15 | |||||||||||||||||
Business combination, exchange ratio | 0.3427% | |||||||||||||||||
Triggered event, daily volume-weighted average price per share (in dollars per share) | $ / shares | $ 2 | |||||||||||||||||
Number of consecutive trading days | Day | 5 | |||||||||||||||||
Payment term range, cash in advance, duration | 30 days | |||||||||||||||||
Restricted cash equivalents | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||||
Allowance for credit loss | 0 | 1,290 | 0 | 0 | ||||||||||||||
Finance lease, right-of-use asset, after accumulated amortization | 0 | 0 | 0 | 0 | ||||||||||||||
Asset impairment charges | 0 | 0 | ||||||||||||||||
Contract with customer, liability | 347,619 | 343,651 | 347,619 | 0 | 347,619 | |||||||||||||
Contract with customer, asset | 0 | $ 0 | 0 | 0 | ||||||||||||||
Product warranty, duration | 6 months | |||||||||||||||||
Income tax examination, penalties and interest accrued | $ 0 | $ 0 | ||||||||||||||||
Unrecognized tax benefits | 49,255 | 49,255 | 49,255 | 49,255 | $ 0 | |||||||||||||
GIGCAPITAL5, INC [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Cash equivalents | $ 0 | 0 | $ 0 | $ 0 | ||||||||||||||
Offering costs charged to stockholders' deficit upon completion of offering | $ 13,193,740 | |||||||||||||||||
Issued and outstanding subject to possible redemption | shares | 2,114,978 | 2,114,978 | 4,014,050 | 2,114,978 | ||||||||||||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||
Amount accrued for payment of interest and penalties | 0 | 0 | $ 0 | 0 | ||||||||||||||
Exit Strategy Partners LLC [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 250,000 | |||||||||||||||||
Considertaion Paid Along The Business Combination | $ 125,000 | |||||||||||||||||
Consideration Payable On the First Anniversary Of Business Combination | 100,000 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 225,000 | |||||||||||||||||
Certificate of deposit | Fair Value, Inputs, Level 2 | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Certificate of deposit | 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||||
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Concentration risk, percentage | 98% | 49% | ||||||||||||||||
Customer One [Member] | Accounts Receivable | Customer Concentration Risk | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Concentration risk, percentage | 100% | |||||||||||||||||
Two Customers | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Concentration risk, percentage | 99% | |||||||||||||||||
One Customer | Accounts Receivable | Customer Concentration Risk | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Concentration risk, percentage | 93% | 100% | ||||||||||||||||
One Customer | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Concentration risk, percentage | 100% | |||||||||||||||||
Stock Subscription Agreement | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Net impact of the Merger on the condensed consolidated statement of stockholders' deficit | $ 500,000 | 500,000 | ||||||||||||||||
Yorkville | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 1,000,000 | |||||||||||||||||
Yorkville | Equity Purchase Agreement [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Business combination pre paid advance received | 9,005,000 | |||||||||||||||||
Proceeds from sale of common stock and warrants, net of issuance costs | 40,000,000 | |||||||||||||||||
Yorkville | Stock Subscription Agreement | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Business combination pre paid advance received | $ 9,025,000 | |||||||||||||||||
Proceeds from sale of common stock and warrants, net of issuance costs | 40,000,000 | |||||||||||||||||
Funicular Funds [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Proceeds from the Merger, net of transaction costs | $ 1,500,000 | |||||||||||||||||
Funicular Funds, LP | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Proceeds from the Merger, net of transaction costs | $ 1,500,000 | |||||||||||||||||
Private Placement [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 1,000,000 | 342,703 | 0 | 261,250 | 228,750 | 167,925 | ||||||||||||
Sale of stock price per unit | $ / shares | $ 11.67 | $ 11.67 | ||||||||||||||||
Bridge Loan [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Debt instrument face value | $ 1,000,000 | $ 200,000 | ||||||||||||||||
Common stock shares issuable and convertible into shares of the company upon consummation of business combination | shares | 1,369,255 | 1,369,255 | 1,369,255 | |||||||||||||||
Securities Purchase Agreement [Member] | Bridge Loan [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Debt instrument face value | $ 1,000,000 | |||||||||||||||||
Common stock shares issuable and convertible into shares of the company upon consummation of business combination | shares | 500,000 | |||||||||||||||||
Percentage cash option value at the date maturity | 120% | |||||||||||||||||
Securities Purchase Agreement [Member] | Bridge Loan [Member] | Meteora Capital Partners LP [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Common stock shares issuable and convertible into shares of the company upon consummation of business combination | shares | 50,000 | |||||||||||||||||
Subscription Agreements [Member] | GIGCAPITAL5, INC [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Debt instrument face value | $ 500,000 | |||||||||||||||||
Common stock shares issuable and convertible into shares of the company upon consummation of business combination | shares | 1,200,000 | 200,000 | ||||||||||||||||
Additional common stock shares issuable and convertible into shares of the company upon consummation of business combination | shares | 50,000 | |||||||||||||||||
Proceeds from sale of common stock and warrants, net of issuance costs | $ 3,000,000 | |||||||||||||||||
Fourth Amendment [Member] | Private Placement [Member] | US Capital Global QT Imaging LLC [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 25,000 | |||||||||||||||||
Sale of stock price per unit | $ / shares | $ 2.5 | |||||||||||||||||
Fourth Amendment [Member] | Bridge Loan [Member] | Private Placement [Member] | US Capital Global QT Imaging LLC [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Debt instrument face value | $ 200,000 | |||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 35,329 | |||||||||||||||||
Sale of stock price per unit | $ / shares | $ 2.5 | |||||||||||||||||
Commission Payable on Warrant | $ 20,000 | |||||||||||||||||
Equity Purchase Agreement [Member] | YA II PN Ltd [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Common stock shares issuable and convertible into shares of the company upon consummation of business combination | shares | 1,000,000 | |||||||||||||||||
Common Stock Shares Subscribed But Unissued Value | $ 50,000,000 | |||||||||||||||||
Debt Instrument, Term | 36 months | |||||||||||||||||
Additional Debt Instrument | $ 10,000,000 | |||||||||||||||||
Patents | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Useful Life | 12 years | 12 years | 12 years | 12 years | 12 years | |||||||||||||
Wells Fargo Securities LLC | GIGCAPITAL5, INC [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Deferred underwriting fee waiver amount | $ 6,440,000 | |||||||||||||||||
Mr Weightman | GIGCAPITAL5, INC [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Issuance of shares subject to forfeiture | shares | 5,000 |
Inventory - Schedule of Inven_2
Inventory - Schedule of Inventory, Current (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 2,509,875 | $ 2,529,364 | $ 2,567,311 |
Work in process | 1,405,128 | 1,627,802 | 1,683,341 |
Finished Goods | 201,225 | 261,031 | 528,254 |
Inventory | $ 4,116,228 | $ 4,418,197 | $ 4,778,906 |
Business Combination - Narrativ
Business Combination - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 15 Months Ended | |||||||||
Sep. 30, 2024 placement shares | Mar. 04, 2024 USD ($) shares | Dec. 13, 2023 USD ($) shares | Sep. 21, 2023 shares | Feb. 29, 2024 USD ($) agreement $ / shares shares | Sep. 30, 2026 milestone $ / shares shares | Sep. 30, 2025 placement shares | Sep. 30, 2026 USD ($) milestone $ / shares shares | Sep. 30, 2025 USD ($) placement shares | Dec. 31, 2024 shares | Dec. 31, 2023 USD ($) shares | Sep. 30, 2024 USD ($) placement shares | Mar. 31, 2024 USD ($) | |
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 490,000 | ||||||||||||
Debt amount | $ 4,357,201 | $ 11,693,878 | |||||||||||
Less: GigCapital5 transaction costs paid from Trust | $ 1,073,667 | ||||||||||||
Number of additional subscription agreement | agreement | 2 | ||||||||||||
Earnout liability | $ 0 | 1,060,000 | |||||||||||
Merger Earnout Consideration Shares | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Contingent consideration, liability, shares (in shares) | shares | 9,000,000 | ||||||||||||
Earnout liability | $ 1,060,000 | ||||||||||||
2024 Earnout Shares | Forecast | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Contingent consideration, liability, shares (in shares) | shares | 2,500,000 | 3,000,000 | |||||||||||
Contingent consideration, liability, additional shares (in shares) | shares | 500,000 | ||||||||||||
Number of placements | placement | 8 | 8 | |||||||||||
Contingent consideration, liability, achieved revenue | $ 4,400,000 | ||||||||||||
2025 Earnout Shares | Forecast | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Contingent consideration, liability, shares (in shares) | shares | 2,500,000 | 3,000,000 | |||||||||||
Contingent consideration, liability, additional shares (in shares) | shares | 500,000 | ||||||||||||
Number of placements | placement | 4 | 4 | |||||||||||
Contingent consideration, liability, achieved revenue | $ 17,100,000 | ||||||||||||
2026 Earnout Shares | Forecast | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Contingent consideration, liability, shares (in shares) | shares | 2,500,000 | 3,000,000 | |||||||||||
Contingent consideration, liability, additional shares (in shares) | shares | 500,000 | ||||||||||||
Contingent consideration, liability, achieved revenue | $ 30,000,000 | ||||||||||||
Contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 15 | $ 15 | |||||||||||
Number of milestones achieved | milestone | 1 | 1 | |||||||||||
Subscription Agreement And Business Combination Agreement | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 200,000 | ||||||||||||
Consideration received on transaction | $ 500,000 | ||||||||||||
Stock Subscription Agreements | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 150,000 | ||||||||||||
General and Administrative Expense | Subscription Agreement And Business Combination Agreement | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Less: GigCapital5 transaction costs paid from Trust | $ 206,000 | ||||||||||||
General and Administrative Expense | Stock Subscription Agreements | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Less: GigCapital5 transaction costs paid from Trust | $ 529,500 | ||||||||||||
Yorkville Pre-paid Advance | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Pre-paid advance agreement, term | 15 months | ||||||||||||
Debt instrument, interest rate, stated percentage | 6% | ||||||||||||
Interest increase upon default | 18% | ||||||||||||
Issuance of common stock (in shares) | shares | 1,000,000 | ||||||||||||
Potential shares from Cable Car Loan | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Debt instrument, interest rate, stated percentage | 0% | ||||||||||||
Debt amount | $ 1,500,000 | ||||||||||||
Debt, term | 13 months | ||||||||||||
Issuance of common stock (in shares) | shares | 180,000 | ||||||||||||
Yorkville | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 1,000,000 | ||||||||||||
Yorkville | Yorkville Pre-paid Advance | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Pre-paid advance agreement | $ 10,000,000 | ||||||||||||
William Blair & Co., L.L.C. | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 740,000 | ||||||||||||
Assumed liabilities settled | $ 2,410,000 | ||||||||||||
William Blair & Co., L.L.C. | General and Administrative Expense | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Less: GigCapital5 transaction costs paid from Trust | $ 202,200 | ||||||||||||
Mizuho Securities USA, LLC | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 100,000 | ||||||||||||
Assumed liabilities settled | $ 250,000 | ||||||||||||
Number of non-redemption agreement | agreement | 1 | ||||||||||||
Consideration received on transaction | $ 250,000 | ||||||||||||
Mizuho Securities USA, LLC | General and Administrative Expense | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Less: GigCapital5 transaction costs paid from Trust | $ 103,000 | ||||||||||||
Donnelley Financial Solutions, LLC | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 200,000 | ||||||||||||
Consideration received on transaction | $ 500,000 | ||||||||||||
IB Capital LLC | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 240,000 | ||||||||||||
Consideration received on transaction | $ 600,000 | ||||||||||||
Donnelley Financial Solutions, LLC and IB Capital LLC | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Assumed liabilities settled | 1,100,000 | ||||||||||||
Donnelley Financial Solutions, LLC and IB Capital LLC | General and Administrative Expense | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Less: GigCapital5 transaction costs paid from Trust | $ 453,200 | ||||||||||||
LionBay Ventures | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 10,000 | ||||||||||||
Business acquisition, number of common stock purchased (in shares) | shares | 17,000 | ||||||||||||
Business acquisition, strike price per share (in dollars per share) | $ / shares | $ 8.5 | ||||||||||||
Exit Strategy Partners, LLC | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 250,000 | ||||||||||||
Payment for professional fees | 125,000 | $ 225,000 | |||||||||||
Accrued professional fees | $ 100,000 | ||||||||||||
Exit Strategy Partners, LLC | General and Administrative Expense | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Less: GigCapital5 transaction costs paid from Trust | $ 1,107,500 | ||||||||||||
Non-Redeeming Shareholders | September 2023 Non-Redemption | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 427,477 | ||||||||||||
Non-Redeeming Shareholders | General and Administrative Expense | September 2023 Non-Redemption | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Less: GigCapital5 transaction costs paid from Trust | $ 1,508,994 |
Business Combination - Schedule
Business Combination - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) | 3 Months Ended | ||
Mar. 04, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Reverse Recapitalization [Abstract] | |||
Cash in GigCapital5 Trust Account, net of redemptions | $ 13,952,525 | ||
Plus: cash in GigCapital5 operating bank account | 4,829 | ||
Less: Payments made pursuant to non-redemption agreements | (10,791,550) | ||
Less: GigCapital5 transaction costs paid from Trust | (1,073,667) | ||
Less: Repayment of GigCapital5 related party notes | (853,607) | ||
Proceeds from the Merger, net of transaction costs | 1,238,530 | $ 1,238,530 | $ 0 |
Assumed net liabilities from GigCapital5, excluding net cash proceeds | (10,507,695) | ||
Net impact of the Merger on the condensed consolidated statement of stockholders' deficit | $ (9,269,165) |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 5,213,649 | $ 4,730,675 | $ 4,938,768 |
Less: accumulated depreciation | (4,722,729) | (4,576,602) | (4,441,021) |
Property and equipment, net | $ 490,920 | $ 154,073 | 497,747 |
Scanners | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 5 years | 5 years | |
Property, plant and equipment, gross | $ 3,309,957 | $ 2,826,983 | 3,047,841 |
Computer and lab equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 1,359,491 | $ 1,359,491 | 1,346,726 |
Computer and lab equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 3 years | 3 years | |
Computer and lab equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 5 years | 5 years | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property plants and equipment useful life | Various | ||
Property, plant and equipment, gross | $ 421,266 | $ 421,266 | 421,266 |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 3 years | 3 years | |
Property, plant and equipment, gross | $ 40,599 | $ 40,599 | 40,599 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 7 years | 7 years | |
Property, plant and equipment, gross | $ 82,336 | $ 82,336 | $ 82,336 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 52,403 | $ 70,356 | $ 294,813 | $ 465,869 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Finite-Lived Intangible Assets (Details) - Patents - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life | 12 years | 12 years | 12 years |
Gross Carrying Value | $ 2,230,570 | $ 2,230,570 | $ 2,230,570 |
Accumulated Amortization | 2,186,901 | 2,140,431 | 1,954,550 |
Net Carrying Value | $ 43,669 | $ 90,139 | $ 276,020 |
Useful Life Remaining | 3 months | 6 months | 1 year 6 months |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 90,139 | |
2024 (remaining) | $ 43,669 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 46,470 | $ 46,470 | $ 185,881 | $ 185,881 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Prepaid Expense and Other Current Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Offsetting [Abstract] | |||
Prepaid insurance | $ 910,208 | $ 9,808 | |
Prepaid licenses and subscriptions | 99,493 | 8,536 | |
Other | 185,588 | 196,635 | |
Prepaid expenses and other current assets | $ 1,195,289 | $ 214,979 | $ 98,876 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Offsetting [Abstract] | |||
Accrued legal | $ 2,065,739 | $ 24,729 | |
Accrued excise taxes | 202,341 | 0 | |
Accrued advisory fee | 100,000 | 0 | |
Other | 445,182 | 344,922 | |
Accrued expenses and other current liabilities | $ 2,813,262 | $ 369,651 | $ 368,366 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued expenses consisted (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 55,683 | $ 91,125 |
Accrued wages | 65,173 | 80,904 |
Accrued legal | 24,729 | 79,691 |
Accrued interest | 50,037 | 0 |
Other | 174,029 | 116,646 |
Total | $ 369,651 | $ 368,366 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Nov. 15, 2021 | Jun. 30, 2021 | Jun. 14, 2021 | Feb. 24, 2021 | May 05, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2023 | Nov. 10, 2023 | Jun. 07, 2021 | |
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from issuance of long-term debt | $ 10,525,000 | $ 0 | $ 800,000 | $ 348,760 | ||||||||
Long term debt, Gross | 11,693,878 | 4,357,201 | ||||||||||
Long term debt, current maturities | 130,698 | 4,199,362 | ||||||||||
Long term debt, excluding current maturities | 3,330,692 | $ 95,982 | ||||||||||
Debt instrument, interest rate during period | 12% | |||||||||||
Debt instrument, maturity date | Jul. 06, 2024 | |||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 1,231,574 | |||||||||||
Gain (loss) on extinguishment of debt | $ (376,086) | 0 | ||||||||||
Unamortized debt issuance expense | 8,232,488 | 61,857 | ||||||||||
Amortization of debt issuance costs | 66,367 | 39,923 | ||||||||||
Bridge Loan [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, interest rate, stated percentage | 0% | |||||||||||
Debt instrument face amount | $ 200,000 | $ 1,000,000 | ||||||||||
Interest expense for loan | 25,663 | $ 0 | ||||||||||
Unamortized debt issuance expense | $ 25,663 | |||||||||||
Debt instrument face amount with no interest rate | $ 200,000 | |||||||||||
Percentage of cash option value of debt instrument at the date maturity | 120% | |||||||||||
Cash option value of debt instrument at the date maturity | $ 240,000 | |||||||||||
Debt instrument convertible conversion price1 | $ 2 | |||||||||||
Common stock shares issuable and convertible into shares of the company upon consummation of business combination | 1,369,255 | |||||||||||
Long-term debt | $ 0 | $ 774,337 | ||||||||||
Debt instrument, unamortized discount (premium) and debt issuance costs, net | 25,663 | |||||||||||
Amortization of debt issuance costs | $ 21,592 | |||||||||||
Convertable Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 60,329 | |||||||||||
Proceeds from convertible debt | $ 15,000,000 | |||||||||||
Debt instrument conversion price per share percentage | 90% | |||||||||||
Debt instrument, increase, accrued interest | $ 635,854 | |||||||||||
Gain (loss) on extinguishment of debt | $ 376,086 | |||||||||||
Commission paid for debt instrument | $ 20,000 | |||||||||||
Debt issuance costs, net | $ 32,828 | |||||||||||
Fair value of common stock covered by warrants or rights | 156,505 | |||||||||||
US Capital Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument, increase, accrued interest | 50,037 | |||||||||||
Debt instrument interest expenses | 340,758 | 326,255 | ||||||||||
Unamortized debt issuance expense | $ 36,194 | $ 68,737 | ||||||||||
Common Stock [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 14,854 | |||||||||||
Excercise Price Range Three [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 10,329 | |||||||||||
Exercise price of warrants | $ 4.25 | |||||||||||
Excercise Price Range Three [Member] | Common Stock [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 10,329 | |||||||||||
Exercise price of warrants | $ 4.25 | |||||||||||
Excercise Price Range Four [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 494,525 | |||||||||||
Exercise price of warrants | $ 4 | |||||||||||
Excercise Price Range Four [Member] | Common Stock [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 4,525 | |||||||||||
Exercise price of warrants | $ 4 | |||||||||||
Convertible Promissory Note Agreement [Member] | US Capital Global QT Imaging LLC [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Payment as advance of debt instrument | $ 10,000,000 | |||||||||||
Fourth Amendment [Member] | US Capital Global QT Imaging LLC [Member] | Convertable Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument outstanding | 2,495,000 | |||||||||||
Fourth Amendment [Member] | US Capital Global QT Imaging LLC [Member] | US Capital Note [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument outstanding | 3,294,659 | 2,426,263 | ||||||||||
Paycheck Protection Program Loan [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Percentage of the loan and related interest was forgivable | 100% | |||||||||||
Interest expense for loan | $ 3,004 | $ 4,305 | ||||||||||
Paycheck Protection Program Loan 1 [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from issuance of long-term debt | $ 1,158,266 | |||||||||||
Long term debt, Gross | 285,115 | |||||||||||
Debt instrument, periodic payment | $ 6,400 | |||||||||||
Debt instrument, interest rate, stated percentage | 1% | |||||||||||
Debt instrument, frequency of periodic payment | monthly | |||||||||||
Debt instrument, date of first required payment | Aug. 05, 2021 | |||||||||||
Debt instrument face amount | $ 107,979 | 183,273 | ||||||||||
Long term debt, current maturities | 76,058 | 75,294 | ||||||||||
Long term debt, excluding current maturities | 31,921 | 107,979 | ||||||||||
Paycheck Protection Program Loan 1 [Member] | Principal amount of PPP Loan [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument decrease forgiveness | $ 873,151 | |||||||||||
Paycheck Protection Program Loan 1 [Member] | Interest amount of PPP Loan [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument decrease forgiveness | $ 9,823 | |||||||||||
Paycheck Protection Program Loan 2 [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from issuance of long-term debt | $ 1,158,265 | |||||||||||
Long term debt, Gross | 228,019 | |||||||||||
Debt instrument, periodic payment | $ 4,605 | |||||||||||
Debt instrument, interest rate, stated percentage | 1% | |||||||||||
Debt instrument, frequency of periodic payment | monthly | |||||||||||
Debt instrument, date of first required payment | Dec. 27, 2021 | |||||||||||
Debt instrument face amount | $ 118,369 | 172,132 | ||||||||||
Long term debt, current maturities | 54,308 | 53,763 | ||||||||||
Long term debt, excluding current maturities | $ 64,061 | $ 118,369 | ||||||||||
Paycheck Protection Program Loan 2 [Member] | Principal amount of PPP Loan [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument decrease forgiveness | $ 930,246 | |||||||||||
Paycheck Protection Program Loan 2 [Member] | Interest amount of PPP Loan [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument decrease forgiveness | $ 6,822 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-Term Debt (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 (remaining) | $ 97,896 | |
2024 & 2025 | 11,586,784 | $ 4,261,221 |
2025 & 2026 | 9,198 | 86,784 |
2026 | 9,196 | |
Total Payments | 11,693,878 | 4,357,201 |
Less: Unamortized debt issuance costs | (8,232,488) | (61,857) |
Less: Current maturities of long-term debt | (130,698) | (4,199,362) |
Long-term debt | $ 3,330,692 | $ 95,982 |
Long-Term Debt - Paycheck Prote
Long-Term Debt - Paycheck Protection Program Loan (Details) - USD ($) | 3 Months Ended | ||||||
Nov. 15, 2021 | Jun. 14, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Feb. 24, 2021 | May 05, 2020 | |
Debt Instrument [Line Items] | |||||||
Debt amount | $ 11,693,878 | $ 4,357,201 | |||||
Long-term debt, current | 130,698 | 4,199,362 | |||||
Long-term debt | 3,330,692 | 95,982 | |||||
PPP Loan 2 | |||||||
Debt Instrument [Line Items] | |||||||
Debt amount | $ 228,019 | 104,843 | 118,369 | $ 1,158,265 | |||
Debt forgiveness amount | 930,246 | ||||||
Debt forgiveness amount, interest portion | 6,822 | ||||||
Debt instrument, periodic payment | $ 4,605 | ||||||
Debt instrument, interest rate, stated percentage | 1% | ||||||
Long-term debt, current | 54,447 | 54,308 | |||||
Long-term debt | 50,396 | 64,061 | |||||
Interest expense | 863 | $ 863 | |||||
PPP Loan 1 | |||||||
Debt Instrument [Line Items] | |||||||
Debt amount | $ 285,115 | 89,035 | 107,979 | $ 1,158,266 | |||
Debt forgiveness amount | 873,151 | ||||||
Debt forgiveness amount, interest portion | 9,823 | ||||||
Debt instrument, periodic payment | $ 6,400 | ||||||
Debt instrument, interest rate, stated percentage | 1% | ||||||
Long-term debt, current | 76,251 | 76,058 | |||||
Long-term debt | 12,784 | $ 31,921 | |||||
Interest expense | $ 545 | $ 545 |
Long-Term Debt - Convertible No
Long-Term Debt - Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 04, 2024 | Nov. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||||||
Shares issued (in shares) | 1,231,574 | |||||||
Debt amount | $ 11,693,878 | $ 4,357,201 | ||||||
Loss on extinguishment of debt | 376,086 | $ 0 | ||||||
Unamortized debt issuance expense | 8,232,488 | $ 61,857 | ||||||
Class of warrant or right, outstanding (in shares) | 1,231,574 | 905,470 | 624,508 | |||||
Convertible Note Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Shares issued (in shares) | 5,594 | |||||||
Note and US Capital Note | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest payable | $ 50,037 | |||||||
Unamortized debt issuance expense | 36,194 | |||||||
Long-term debt, net | $ 3,294,659 | |||||||
Interest expense | $ 88,692 | $ 84,597 | ||||||
The Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, term | 6 months | |||||||
Minimum proceeds, conversion threshold | $ 15,000,000 | |||||||
Conversion price rate | 90% | |||||||
Debt fee amount | $ 20,000 | |||||||
Unamortized debt issuance expense | $ 32,828 | |||||||
Conversion of stock, shares converted (in shares) | 359,266 | |||||||
The Note | Convertible Note Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Shares issued (in shares) | 5,091 | |||||||
Class of warrant or right, outstanding (in shares) | 16,320 | |||||||
Warrants outstanding value | $ 156,505 | |||||||
The Note | $12.40 Exercise Price | ||||||||
Debt Instrument [Line Items] | ||||||||
Shares issued (in shares) | 3,540 | |||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 12.4 | |||||||
The Note | $11.67 Exercise Price | ||||||||
Debt Instrument [Line Items] | ||||||||
Shares issued (in shares) | 1,551 | |||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 11.67 | |||||||
The Note | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 10,000,000 | |||||||
Debt instrument, interest rate, stated percentage | 12% | |||||||
Debt amount | $ 3,233,388 | 2,495,000 | ||||||
Interest payable | 635,854 | |||||||
Loss on extinguishment of debt | $ 376,086 | |||||||
US Capital Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion of stock, shares converted (in shares) | 100,000 | |||||||
US Capital Note | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, net | $ 200,000 |
Long-Term Debt - Bridge Loan (D
Long-Term Debt - Bridge Loan (Details) | 3 Months Ended | |||||
Mar. 04, 2024 USD ($) lender $ / shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Nov. 30, 2023 USD ($) | Nov. 10, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance expense | $ 8,232,488 | $ 61,857 | ||||
Aggregate Bridge Loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 1,000,000 | |||||
Aggregate amount of cash value option portion | $ 960,000 | |||||
Interest expense | 160,000 | |||||
Bridge Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 200,000 | $ 1,000,000 | ||||
Debt instrument, interest rate, stated percentage | 0% | |||||
Maturity cash value option rate | 120% | |||||
Maturity cash value option | $ 240,000 | |||||
Share price (usd per share) | $ / shares | $ 2 | |||||
Lenders who opted for the cash value option | lender | 4 | |||||
Total number of lenders | lender | 5 | |||||
Long-term debt, net | 0 | 774,337 | ||||
Unamortized debt issuance expense | $ 25,663 | |||||
Interest expense | $ 25,663 | $ 0 |
Long-Term Debt - Yorkville Pre-
Long-Term Debt - Yorkville Pre-paid Advance (Details) - Yorkville Pre-paid Advance - USD ($) | 3 Months Ended | ||
Mar. 04, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | |||
Pre-paid advance agreement, term | 15 months | ||
Debt instrument, interest rate, stated percentage | 6% | ||
Interest increase upon default | 18% | ||
Issuance of common stock (in shares) | 1,000,000 | ||
Debt fee amount | $ 975,000 | ||
Commitment fee | $ 375,000 | ||
Original issue discount | 6% | ||
Structuring fee | $ 20,000 | ||
Derivative liability | 7,772,938 | ||
Unamortized discount | 5,120,900 | ||
Outstanding amount | 2,227,062 | ||
Interest payable | 44,384 | ||
Interest expense | $ 233,630 | $ 0 | |
Yorkville | |||
Debt Instrument [Line Items] | |||
Pre-paid advance agreement | $ 10,000,000 |
Long-Term Debt - Cable Car Loan
Long-Term Debt - Cable Car Loan (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 29, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Debt amount | $ 11,693,878 | $ 4,357,201 | ||
Unamortized debt issuance expense | 8,232,488 | $ 61,857 | ||
Potential shares from Cable Car Loan | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 1,500,000 | |||
Conversion price | $ 2 | |||
Debt, term | 13 months | |||
Debt instrument, interest rate, stated percentage | 0% | |||
Issuance of common stock (in shares) | 180,000 | |||
Proceeds from issuance of debt | $ 1,500,000 | |||
Debt fee amount | $ 40,740 | |||
Long-term debt | 1,040,450 | |||
Interest expense | 27,522 | $ 0 | ||
Unamortized debt issuance expense | $ 459,550 |
Offering - Additional Informati
Offering - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2022 | Sep. 28, 2021 | Nov. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | Sep. 23, 2021 | |
Class Of Stock [Line Items] | ||||||
Sale of units description | In November 2022, the Company initiated an offering to sell to a select group of accredited investors only, on a private placement basis, 1,000,000 units for a purchase price of $4.00 per unit (the “Units”), each Unit consisting of one share of common stock and one warrant to purchase one share of common stock with an exercise price of $4.00 (the “2022 Offering”). | In November 2022, the Company initiated an offering to sell to a select group of accredited investors only, on a private placement basis, 342,703 units for a purchase price of $11.67 per unit (the “Units”), each Unit consisting of one share of common stock and one warrant to purchase one share of common stock (the “QT Imaging Private Placement Warrants”) with an exercise price of $11.67 (the “2022 Offering”). | ||||
GIGCAPITAL5, INC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Sale of common stock, Shares | 23,000,000 | |||||
Sale of stock price per unit | $ 10 | |||||
Exercise price of warrants | $ 11.5 | $ 11.5 | $ 11.5 | |||
Minimum price per share required for redemption of warrants | $ 18 | |||||
GIGCAPITAL5, INC [Member] | IPO | ||||||
Class Of Stock [Line Items] | ||||||
Sale of common stock, Shares | 23,000,000 | |||||
Sale of stock price per unit | $ 10 | |||||
GIGCAPITAL5, INC [Member] | Warrants | ||||||
Class Of Stock [Line Items] | ||||||
Sale of units description | Each Public Unit consists of one share of the Company’s common stock (a “Public Share”), $0.0001 par value, and one redeemable warrant (a “Public Warrant”). | |||||
Period after business combination when warrants become exercisable | 30 days | |||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||
Period after offering when warrants become exercisable | 12 months | |||||
Period allotted to complete the business combination | 30 months | |||||
Net cash settlement value of warrants | $ 0 | |||||
Redemption price per warrant | $ 0.01 | |||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||
Minimum price per share required for redemption of warrants | $ 18 | |||||
GIGCAPITAL5, INC [Member] | Warrants | IPO | ||||||
Class Of Stock [Line Items] | ||||||
Number of shares of common stock per unit | 1 | |||||
Sale of units description | Each Public Unit consists of one Public Share and one Public Warrant. |
Leases - Schedule of ROU Assets
Leases - Schedule of ROU Assets and Lease Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | |||
Operating lease right-of-use assets, net | $ 1,186,815 | $ 1,267,121 | $ 1,572,323 |
Liabilities: | |||
Operating lease liabilities, current | 372,010 | 361,305 | 313,448 |
Operating lease liabilities | 966,253 | 1,062,633 | 1,423,938 |
Operating lease liabilities | $ 1,338,263 | $ 1,423,938 | $ 1,737,386 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||||
Operating cash flows from operating leases | $ 113,586 | $ 110,278 | $ 441,111 | $ 428,263 |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Operating Lease Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | |||
2024 (remaining) | $ 348,710 | ||
2024 & 2025 | 476,164 | $ 462,295 | |
2025 & 2026 | 490,449 | 476,164 | |
2026 & 2027 | 206,864 | 490,449 | |
2027 | 206,864 | ||
Total payments | 1,522,187 | 1,635,772 | |
Less: Interest | (183,924) | (211,834) | |
Present value of obligations | $ 1,338,263 | $ 1,423,938 | $ 1,737,386 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Lessor, Lease, Description [Line Items] | ||||
Operating lease expense | $ 113,535 | $ 113,283 | $ 453,889 | $ 452,894 |
Weighted-average remaining lease term | 3 years 2 months 12 days | 3 years 4 months 24 days | ||
Weighted-average discount rate | 8% | 8% | ||
Less than 12 months [Member] | ||||
Lessor, Lease, Description [Line Items] | ||||
Operating lease expense | $ 5,319 | $ 5,067 | $ 21,024 | $ 20,029 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||||
Dec. 31, 2023 | Nov. 15, 2023 | Mar. 20, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | [1] | Dec. 31, 2022 | |||
Other Commitments [Line Items] | |||||||||
Common stock subscribed but not issued value | $ 958 | [1] | $ 958 | [1] | $ 2,144 | $ 27,580 | |||
GIGCAPITAL5 INC [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Underwriting discount per public unit paid in cash | $ 0.2 | ||||||||
Deferred underwriting commissions per public unit | $ 0.4 | ||||||||
Aggregate deferred underwriting commissions | $ 9,200,000 | $ 9,200,000 | |||||||
GIGCAPITAL5 INC [Member] | Wells Fargo Securities LLC | |||||||||
Other Commitments [Line Items] | |||||||||
Deferred underwriting fee waiver amount | $ 6,440,000 | ||||||||
GIGCAPITAL5 INC [Member] | Over-Allotment Option | |||||||||
Other Commitments [Line Items] | |||||||||
Underwriters option period | 45 days | ||||||||
Option to purchase additional public units to cover over-allotments | 3,000,000 | ||||||||
Over-allotment option, exercise date | Sep. 28, 2021 | ||||||||
Definitive Stock Subscription Agreement [Member] | GIGCAPITAL5 INC [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock shares of the company issuable that will represent the total shareholding of the investee in the combined company | 1,400,000 | 1,400,000 | |||||||
Estimated gross proceeds from stock issuance | $ 3,500,000 | ||||||||
November Two Thousand And Twenty Three Stock Subscription Agreements [Member] | November Two Thousand And Twenty Three Non Redemption Agreement [Member] | GIGCAPITAL5 INC [Member] | GIG Five Capital [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock shares subscribed but not issued of the combined company | 1,200,000 | 1,200,000 | |||||||
Number of shares non redeemable per investor | 400,000 | 400,000 | |||||||
Per share amount to be deduced from redemption price | $ 2.5 | $ 2.5 | |||||||
Standby Equity Purchase Agreement [Member] | Prepaid Advance In The Form Of Promissory Note [Member] | GIGCAPITAL5 INC [Member] | QTI Holdings [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Debt instrument face value | $ 10,000,000 | ||||||||
Standby Equity Purchase Agreement [Member] | Yorkville [Member] | GIGCAPITAL5 INC [Member] | QTI Holdings [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Common stock subscribed but not issued value | $ 50,000,000 | ||||||||
Period post business combination during which the stock may be issued | 36 months | ||||||||
Number of shares issuable in the aggregate represent the aggregate shares post business combination | 1,000,000 | ||||||||
[1]Amounts as of December 31, 2023 differ from those in prior year consolidated financial statements as they were retrospectively adjusted as a result of the accounting or the Business Combination (as defined in the Notes to Condensed Consolidated Financial Statements). |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | 14 Months Ended | |||||||||||
Nov. 10, 2023 $ / shares shares | Nov. 30, 2022 $ / shares shares | Sep. 23, 2021 $ / shares shares | Nov. 30, 2022 $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | May 09, 2024 $ / shares | Mar. 04, 2024 vote $ / shares shares | Feb. 20, 2024 shares | Dec. 13, 2023 shares | Sep. 28, 2021 $ / shares | ||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 490,000 | |||||||||||||||
Sale of units description | In November 2022, the Company initiated an offering to sell to a select group of accredited investors only, on a private placement basis, 1,000,000 units for a purchase price of $4.00 per unit (the “Units”), each Unit consisting of one share of common stock and one warrant to purchase one share of common stock with an exercise price of $4.00 (the “2022 Offering”). | In November 2022, the Company initiated an offering to sell to a select group of accredited investors only, on a private placement basis, 342,703 units for a purchase price of $11.67 per unit (the “Units”), each Unit consisting of one share of common stock and one warrant to purchase one share of common stock (the “QT Imaging Private Placement Warrants”) with an exercise price of $11.67 (the “2022 Offering”). | ||||||||||||||
Proceeds from issuance of units | $ | $ 1,932,850 | |||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 23,123 | $ 0 | 0 | $ 108,100 | ||||||||||||
Fair value of warrants issued with debt | $ | $ 0 | $ 5,066 | ||||||||||||||
Number of entitled vote | vote | 1 | |||||||||||||||
Common stock, shares authorized (in dollars per share) | 500,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||
Common stock, shares issued | 21,437,216 | 9,575,925 | 27,580,040 | 9,575,925 | ||||||||||||
Common stock, shares, outstanding (in shares) | 21,437,216 | 9,575,925 | 27,580,040 | 9,575,925 | 21,437,216 | |||||||||||
Common stock reserved for future issuance | 46,384,295 | 14,138,960 | 14,138,960 | |||||||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | ||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||||||||||
Class of warrant or right, outstanding (in shares) | 624,508 | 1,231,574 | 905,470 | 1,231,574 | ||||||||||||
US Capital Global QT Imaging LLC | Fourth Amendment | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 156,505 | |||||||||||||||
Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 4 | $ 4 | ||||||||||||||
Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 4 | $ 4 | $ 4 | $ 4 | ||||||||||||
Fair Value Adjustment of Warrants | $ | $ 462,413 | $ 404,888 | ||||||||||||||
Adjustment of Warrants Granted for Services | $ | 0 | 108,100 | ||||||||||||||
Fair value of warrants issued with debt | $ | $ 15,317 | $ 5,066 | ||||||||||||||
Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, dividends, per share, declared | $ / shares | $ 0 | |||||||||||||||
Common stock, shares authorized (in dollars per share) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||
Common stock, voting rights per share | Holders of the Company’s common stock are entitled to one vote for each share of common stock | |||||||||||||||
Common stock, shares issued | 27,941,290 | 27,580,040 | 27,941,290 | |||||||||||||
Common stock, shares, outstanding (in shares) | 21,437,216 | 9,535,648 | [1] | 27,351,290 | 27,941,290 | 27,580,040 | 27,941,290 | |||||||||
Common Stock | Working Capital Note | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock reserved for future issuance | 2,073,554 | 2,073,554 | ||||||||||||||
Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | ||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||||||||||
QT Imaging Private Placement Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Number of securities called by each warrant or right (in shares) | 1 | 1 | ||||||||||||||
PubCo Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 9.2 | |||||||||||||||
Total equity proceeds, percentage | 65% | |||||||||||||||
Class of warrant or right, threshold trading days | 20 days | |||||||||||||||
Class of warrant or right, greater than the market value, percentage | 115% | |||||||||||||||
Class of warrant or right, threshold trading day period | 30 days | |||||||||||||||
Expiration term | 5 years | |||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.5 | |||||||||||||||
Class of warrant or right, outstanding (in shares) | 23,889,364 | |||||||||||||||
PubCo Warrants | Minimum | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||
PubCo Warrants | Maximum | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 18 | |||||||||||||||
PubCo Warrants | Subsequent Event | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 2.3 | |||||||||||||||
PubCo Warrants | Subsequent Event | Maximum | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 3.6 | |||||||||||||||
QT Imaging Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants outstanding value | $ | $ 431,438 | |||||||||||||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, issued (in shares) | 0 | |||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.67 | |||||||||||||||
Class of warrant or right, outstanding (in shares) | 0 | 422,064 | 422,064 | |||||||||||||
QT Imaging Remaining Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Warrants outstanding value | $ | 15,317 | |||||||||||||||
Private Placement | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,000,000 | 342,703 | 0 | 261,250 | 228,750 | 167,925 | ||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 11.67 | $ 11.67 | ||||||||||||||
Proceeds from issuance of units | $ | $ 1,026,550 | $ 906,300 | ||||||||||||||
Consideration received on transaction | $ | $ 956,550 | $ 1,932,850 | ||||||||||||||
Private Placement | US Capital Global QT Imaging LLC | Fourth Amendment | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 25,000 | |||||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 2.5 | |||||||||||||||
Private Placement | QT Imaging Private Placement Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.67 | $ 11.67 | ||||||||||||||
GIGCAPITAL5 INC [Member] | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | |||||||||||||||
Common stock, shares authorized (in dollars per share) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||
Common stock, shares issued | 6,545,000 | 6,545,000 | 6,545,000 | |||||||||||||
Common stock, shares, outstanding (in shares) | 6,545,000 | 6,545,000 | 6,545,000 | |||||||||||||
Redeemable common stock, shares | 2,114,978 | 4,014,050 | 2,114,978 | |||||||||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.5 | $ 11.5 | $ 11.5 | |||||||||||||
Minimum price per share required for redemption of warrants | $ / shares | $ 18 | $ 18 | ||||||||||||||
GIGCAPITAL5 INC [Member] | Insider Shares Grant Agreements | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Effective date of grant award agreement | Sep. 23, 2021 | |||||||||||||||
GIGCAPITAL5 INC [Member] | Mr Weightman | Insider Shares Grant Agreements | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Number of shares subject to forfeiture | 5,000 | |||||||||||||||
Common stock issued in consideration for future service | 5,000 | 5,000 | 5,000 | |||||||||||||
Effective date of grant award agreement | Sep. 23, 2021 | |||||||||||||||
Description of fair value of common stock shares vest recognition | If an initial Business Combination occurs and the 5,000 shares have not been previously forfeited, the fair value of the common stock on the date the shares vest will be recognized as stock-based compensation in the Company’s statements of operations and comprehensive loss when the completion of the Business Combination becomes probable. | |||||||||||||||
GIGCAPITAL5 INC [Member] | Interest Solutions (ICR) | Insider Shares Grant Agreements | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock issued in consideration for future service | 10,000 | |||||||||||||||
Number of shares not subject to forfeiture | 10,000 | |||||||||||||||
Number of shares, grant date fair value expensed upon issuance | 10,000 | |||||||||||||||
GIGCAPITAL5 INC [Member] | Non-Employee Consultants | Restricted Stock | Insider Shares Grant Agreements | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Number of shares subject to forfeiture | 15,000 | |||||||||||||||
GIGCAPITAL5 INC [Member] | Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.5 | 11.5 | ||||||||||||||
Percentage of warrants exercise price | 115% | |||||||||||||||
Period after business combination when warrants become exercisable | 30 days | |||||||||||||||
Period after offering when warrants become exercisable | 12 months | |||||||||||||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||||||||||||
Period allotted to complete the business combination | 30 months | |||||||||||||||
Net cash settlement value of warrants | $ | $ 0 | |||||||||||||||
Redemption price per warrant | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||||||||||||
Class of warrant or right, outstanding (in shares) | 23,795,000 | 23,795,000 | 23,795,000 | |||||||||||||
GIGCAPITAL5 INC [Member] | Warrants | Minimum | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Percentage of aggregate gross proceeds of equity issuances | 65% | |||||||||||||||
GIGCAPITAL5 INC [Member] | Warrants | Maximum | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 9.2 | $ 9.2 | ||||||||||||||
GIGCAPITAL5 INC [Member] | Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized (in dollars per share) | 100,000,000 | 100,000,000 | ||||||||||||||
Common stock, voting rights per share | Holders of the Company’s common stock are entitled to one vote for each share of common stock | |||||||||||||||
Common stock, shares issued | 6,545,000 | 6,545,000 | ||||||||||||||
Common stock, shares, outstanding (in shares) | 6,545,000 | 6,545,000 | 6,545,000 | 6,545,000 | ||||||||||||
Redeemable common stock, shares | 2,114,978 | 4,014,050 | 2,114,978 | |||||||||||||
Temporary equity, shares outstanding | 2,114,978 | 4,014,050 | 2,114,978 | |||||||||||||
Common stock reserved for future issuance | 23,945,000 | 23,945,000 | ||||||||||||||
GIGCAPITAL5 INC [Member] | Common Stock | Maximum | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 9.2 | $ 9.2 | ||||||||||||||
GIGCAPITAL5 INC [Member] | Common Stock | Working Capital Note | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock reserved for future issuance | 150,000 | 150,000 | ||||||||||||||
GIGCAPITAL5 INC [Member] | Common Stock | Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock reserved for future issuance | 23,795,000 | 23,795,000 | ||||||||||||||
GIGCAPITAL5 INC [Member] | Preferred Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||||
GIGCAPITAL5 INC [Member] | Subsequent Event | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Temporary equity, shares outstanding | 848,003 | |||||||||||||||
GIGCAPITAL5 INC [Member] | Private Placement | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Sale of units description | Each Private Placement Unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one redeemable warrant. | |||||||||||||||
GIGCAPITAL5 INC [Member] | Private Placement | Working Capital Note | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 150,000 | 150,000 | ||||||||||||||
GIGCAPITAL5 INC [Member] | Private Placement | Common Stock | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
[1]Amounts as of December 31, 2023 and before that date differ from those in prior year consolidated financial statements as they were retrospectively adjusted as a result of the accounting or the Business Combination (as defined in the Notes to Condensed Consolidated Financial Statements). |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Class Of Stock [Line Items] | ||
Common stock reserved for future issuance | 46,384,295 | 14,138,960 |
Common stock warrants | ||
Class Of Stock [Line Items] | ||
Common stock reserved for future issuance | 23,889,364 | |
Potential shares from Pre-Paid Advance | ||
Class Of Stock [Line Items] | ||
Common stock reserved for future issuance | 10,142,530 | |
Merger earnout consideration shares | ||
Class Of Stock [Line Items] | ||
Common stock reserved for future issuance | 9,000,000 | |
Options available under the 2024 Incentive Plan | ||
Class Of Stock [Line Items] | ||
Common stock reserved for future issuance | 2,358,093 | |
Potential shares from Cable Car Loan | ||
Class Of Stock [Line Items] | ||
Common stock reserved for future issuance | 750,000 | |
Potential shares from convertible notes | ||
Class Of Stock [Line Items] | ||
Common stock reserved for future issuance | 244,308 | |
Common Stock [Member] | Common stock warrants | ||
Class Of Stock [Line Items] | ||
Common stock reserved for future issuance | 1,231,484 | |
Common Stock [Member] | Options outstanding | ||
Class Of Stock [Line Items] | ||
Common stock reserved for future issuance | 3,646,922 | |
Common Stock [Member] | Options available under the Plan | ||
Class Of Stock [Line Items] | ||
Common stock reserved for future issuance | 3,353,078 | |
Common Stock [Member] | Potential shares from convertible notes | ||
Class Of Stock [Line Items] | ||
Common stock reserved for future issuance | 2,073,554 | |
Common Stock [Member] | Subscription agreements | ||
Class Of Stock [Line Items] | ||
Common stock reserved for future issuance | 3,833,912 |
Stockholders' Deficit - Sched_2
Stockholders' Deficit - Schedule of Warrant Activity (Details) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Beginning balance | 1,231,574 | 905,470 | 624,508 |
Granted | 326,104 | 280,962 | |
Ending balance | 1,231,574 | 905,470 | |
QT Imaging Warrants | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Beginning balance | 422,064 | ||
Ending balance | 0 | 422,064 | |
Exercised (in shares) | (16,320) | ||
Terminated pursuant to business combination agreement (in shares) | (405,744) |
Stockholders' Deficit - Sched_3
Stockholders' Deficit - Schedule of Outstanding Warrants to Purchase Shares of Common Stock by Exercise Price (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of Shares Outstanding Under Warrants | 1,231,574 |
Excercise Price Range One [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 10 |
Expiration Date(s) | Mar. 31, 2025 |
Number of Shares Outstanding Under Warrants | 516,391 |
Excercise Price Range Two [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 8.5 |
Expiration Date(s) | Aug. 31, 2030 |
Number of Shares Outstanding Under Warrants | 150,000 |
Excercise Price Range Three [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 4.25 |
Number of Shares Outstanding Under Warrants | 10,329 |
Excercise Price Range Three [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date(s) | Jul. 31, 2027 |
Excercise Price Range Three [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date(s) | Sep. 30, 2028 |
Excercise Price Range Four [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 4 |
Number of Shares Outstanding Under Warrants | 494,525 |
Excercise Price Range Four [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date(s) | Nov. 30, 2027 |
Excercise Price Range Four [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration Date(s) | Mar. 31, 2029 |
Excercise Price Range Five [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 2.5 |
Expiration Date(s) | Nov. 01, 2028 |
Number of Shares Outstanding Under Warrants | 60,329 |
Stockholders' Deficit - Stockho
Stockholders' Deficit - Stockholders' Deficit - Schedule of Outstanding Warrants to Purchase Shares of Common Stock by Exercise Price (Details) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected warrant term (years) | 5 years | 5 years 7 months 6 days |
Expected volatility | 60.20% | 62.30% |
Risk-free rate of return | 4% | 3.60% |
Expected annual dividend yield | 0% | 0% |
Stock Incentive Plan - Addition
Stock Incentive Plan - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 04, 2024 | Sep. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 15, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation by share based award number of shares authorized | 7,000,000 | 7,000,000 | ||||||
Expiration period | 10 years | |||||||
Percentage of total voting power | 10% | |||||||
Share based compensation arrangement by share award non vested options forfeited in period shares | 293,615 | 22,396 | ||||||
Share based compensation by share based award weighted average grant date of fair value of options granted | $ 2.27 | |||||||
Share-based payment arrangement, capitalized, amount | $ 0 | $ 0 | ||||||
Share based compensation options cost not yet recognized | $ 329,925 | |||||||
Common stock, capital shares reserved for future issuance (in shares) | 46,384,295 | 14,138,960 | ||||||
Share-based compensation arrangement by share-based payment award, options, issued, number (in shares) | 0 | |||||||
Number outstanding (in shares) | 0 | |||||||
Grants (in shares) | 0 | 0 | 541,208 | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 0 | |||||||
2024 Equity Incentive Plan | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock, capital shares reserved for future issuance (in shares) | 2,358,093 | |||||||
Percentage of outstanding stock maximum | 5% | |||||||
QT Imaging Incentive Plan | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Expiration period | 10 years | |||||||
Common stock, capital shares reserved for future issuance (in shares) | 7,000,000 | 7,000,000 | ||||||
Stock ownership percent | 10% | |||||||
Exercise price of common stock, percent | 110% | |||||||
Exercise price of common stock, term | 5 years | |||||||
Number outstanding (in shares) | 0 | 1,249,809 | ||||||
Award requisite service period | 4 years | |||||||
Options terminated (in shares) | 1,237,681 | 1,237,681 | ||||||
Inventories | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based payment arrangement, capitalized, amount | $ 0 | $ 0 | ||||||
Subsequent Event | Business Combination Agreement [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation arrangement by share award non vested options forfeited in period shares | 3,646,921 | |||||||
Incentive stock options | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation by share based award purchase price of stock percent | 110% | |||||||
Employee Stock Option | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation options remaining period for recognition | 1 year 3 months 18 days | |||||||
Common stock, capital shares reserved for future issuance (in shares) | 2,358,093 | |||||||
Employee Stock Option | QT Imaging Incentive Plan | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Expiration period | 10 years |
Stock Incentive Plan - Schedule
Stock Incentive Plan - Schedule of Total Number of Shares Available for Grant Under the Plan (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Beginning balance | 3,059,464 | 3,578,276 |
Granted | (541,208) | |
Cancelled | 293,615 | 22,396 |
Ending balance | 3,353,079 | 3,059,464 |
Stock Incentive Plan - Share-Ba
Stock Incentive Plan - Share-Based Payment Arrangement, Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 04, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of options outstanding | 3,646,921 | 3,940,536 | 3,940,536 | 3,421,724 | ||
Number of options granted | 0 | 0 | 541,208 | |||
Number of options cancelled | (293,615) | (22,396) | ||||
Number of options outstanding | 3,646,921 | 3,940,536 | 3,421,724 | |||
Number of options vested and exercisable and expected to vest | 3,433,227 | |||||
Number of options vested and exercisable | 3,371,096 | |||||
Beginning balance, outstanding, weighted-average exercise price (in dollars per share) | $ 8.50 | $ 8.46 | $ 8.46 | $ 8.77 | ||
Weighted - average exercise price granted | 6.5 | |||||
Weighted - average exercise price cancelled | 7.9 | 8.5 | ||||
Ending balance, outstanding, weighted-average exercise price (in dollars per share) | 8.50 | $ 8.46 | $ 8.77 | |||
Weighted - average exercise price outstanding vested and exercisable and expected to vest | 8.54 | |||||
Weighted - average exercise price outstanding vested and exercisable | $ 8.57 | |||||
Weighted - average remaining contractual life (years) outstanding | 6 years 10 months 24 days | 8 years 4 months 24 days | 9 years 2 months 12 days | |||
Weighted - average remaining contractual life (years) vested and exercisable and expected to vest | 6 years 8 months 12 days | |||||
Weighted - average remaining contractual life (years) vested and exercisable | 6 years 9 months 18 days | |||||
Number of Options | ||||||
Ending balance, outstanding (in shares) | 0 | |||||
Weighted- Average Exercise Price | ||||||
Beginning balance, outstanding, weighted-average exercise price (in dollars per share) | $ 8.50 | $ 8.46 | $ 8.46 | $ 8.77 | ||
Terminated pursuant to Business Combination Agreement, weighted-average exercise price (in dollars per share) | 7.9 | 8.5 | ||||
Ending balance, outstanding, weighted-average exercise price (in dollars per share) | $ 8.50 | $ 8.46 | $ 8.77 | |||
Weighted-Average Remaining Contractual Life (years) | ||||||
Outstanding, weighted-average remaining contractual term (in years) | 6 years 10 months 24 days | 8 years 4 months 24 days | 9 years 2 months 12 days | |||
QT Imaging Incentive Plan | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Beginning balance, outstanding, weighted-average exercise price (in dollars per share) | 24.8 | |||||
Weighted - average exercise price cancelled | 24.83 | |||||
Ending balance, outstanding, weighted-average exercise price (in dollars per share) | $ 0 | $ 24.8 | ||||
Weighted - average remaining contractual life (years) outstanding | 6 years 10 months 24 days | |||||
Number of Options | ||||||
Beginning balance, outstanding (in shares) | 1,249,809 | |||||
Cancelled (in shares) | (12,128) | |||||
Terminated pursuant to Business Combination Agreement (in shares) | (1,237,681) | (1,237,681) | ||||
Ending balance, outstanding (in shares) | 0 | 1,249,809 | ||||
Weighted- Average Exercise Price | ||||||
Beginning balance, outstanding, weighted-average exercise price (in dollars per share) | $ 24.8 | |||||
Cancelled, weighted-average exercise price (in dollars per share) | 22.4 | |||||
Terminated pursuant to Business Combination Agreement, weighted-average exercise price (in dollars per share) | 24.83 | |||||
Ending balance, outstanding, weighted-average exercise price (in dollars per share) | $ 0 | $ 24.8 | ||||
Weighted-Average Remaining Contractual Life (years) | ||||||
Outstanding, weighted-average remaining contractual term (in years) | 6 years 10 months 24 days |
Stock Incentive Plan - Schedu_2
Stock Incentive Plan - Schedule of the Options Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure In Tabular Form Of Stock Options Outstanding And Excercisable [Line Items] | |||
Exercise Price | $ 8.50 | $ 8.46 | $ 8.77 |
Number Outstanding | 3,646,921 | 3,940,536 | 3,421,724 |
Weighted-Average Remaining Contractual Life (years) | 6 years 10 months 24 days | 8 years 4 months 24 days | 9 years 2 months 12 days |
Number Exercisable | 3,371,096 | ||
Excercise price range one [Member] | |||
Disclosure In Tabular Form Of Stock Options Outstanding And Excercisable [Line Items] | |||
Exercise Price | $ 6.5 | ||
Number Outstanding | 453,323 | ||
Weighted-Average Remaining Contractual Life (years) | 8 years 4 months 24 days | ||
Number Exercisable | 341,559 | ||
Excercise price range two [Member] | |||
Disclosure In Tabular Form Of Stock Options Outstanding And Excercisable [Line Items] | |||
Exercise Price | $ 8.5 | ||
Number Outstanding | 2,585,671 | ||
Weighted-Average Remaining Contractual Life (years) | 6 years 7 months 6 days | ||
Number Exercisable | 2,421,609 | ||
Excercise price range three [Member] | |||
Disclosure In Tabular Form Of Stock Options Outstanding And Excercisable [Line Items] | |||
Exercise Price | $ 10 | ||
Number Outstanding | 607,927 | ||
Weighted-Average Remaining Contractual Life (years) | 7 years | ||
Number Exercisable | 607,928 |
Stock Incentive Plan - Schedu_3
Stock Incentive Plan - Schedule of the Fair Value of Options Granted (Details) - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected option term (years) | 7 years 4 months 24 days |
Expected volatility | 69.10% |
Risk-free rate of return | 2.50% |
Expected annual dividend yield | 0% |
Stock Incentive Plan - Share-_2
Stock Incentive Plan - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 38,984 | $ 208,628 | $ 709,394 | $ 790,755 |
Research and development | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation | 13,950 | 26,314 | 105,255 | 142,118 |
Selling, general and administrative | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 25,034 | $ 182,314 | $ 604,139 | $ 648,637 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | |||
Warrant liability | $ 32,017 | $ 0 | |
Note Payable to related party | $ 0 | 705,000 | $ 0 |
GIGCAPITAL5 INC [Member] | |||
Assets: | |||
Marketable securities held in Trust Account | 23,302,116 | 41,561,656 | |
Liabilities: | |||
Note Payable to related party | 1,506,389 | 257,492 | |
GIGCAPITAL5 INC [Member] | Level 1 | |||
Assets: | |||
Marketable securities held in Trust Account | 0 | 41,561,656 | |
GIGCAPITAL5 INC [Member] | Level 2 | |||
Liabilities: | |||
Warrant liability | 7,950 | 31,800 | |
GIGCAPITAL5 INC [Member] | Level 3 | |||
Liabilities: | |||
Note Payable to related party | $ 1,506,389 | $ 257,492 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Estimated Fair Value of Working Capital Note (Details) - GIGCAPITAL5 INC [Member] - Level 3 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Expected term | 8 months 12 days | 10 months 24 days |
Volatility | 65% | 65% |
Risk free rate | 5.10% | 4.70% |
Discount rate | 11.30% | |
Probability of conversion | 25% | 65% |
Minimum | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Discount rate | 24.40% | |
Maximum | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Discount rate | 29.40% | |
Issuance [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Volatility | 65% | |
Issuance [Member] | Minimum | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Expected term | 8 months 12 days | |
Risk free rate | 4.50% | |
Discount rate | 9.70% | |
Probability of conversion | 25% | |
Issuance [Member] | Maximum | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Expected term | 9 months 18 days | |
Risk free rate | 5.50% | |
Discount rate | 25.80% | |
Probability of conversion | 55% |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value of Working Capital Note (Details) - GIGCAPITAL5 INC [Member] - Working Capital Note - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 257,492 | $ 0 |
Additions | 1,240,000 | 260,000 |
Change in fair value | 8,897 | (2,508) |
Ending balance | $ 1,506,389 | $ 257,492 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Earnout liability | $ 1,060,000 | $ 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Warrant liability | 32,017 | 0 |
Fair Value, Inputs, Level 3 | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Earnout liability | 1,060,000 | 0 |
Derivative liability | 2,137,800 | 0 |
Certificate of deposit | Fair Value, Inputs, Level 2 | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Certificate of deposit | $ 20,000 | $ 20,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 28, 2021 | Sep. 23, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | 1,231,574 | 905,470 | 624,508 | |||
Monthly payment discount, triggered principal amount | $ 1,500,000 | |||||
Monthly payment discount, triggered percentage | (50.00%) | |||||
Variable price conversion right, conversion price percentage | 95% | |||||
GIGCAPITAL5, INC [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 | |||
Interest receivable on cash and marketable securities held in the Trust Account | $ 0 | $ 133,211 | ||||
Private Placement Warrants | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | 889,364 | |||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 0.036 |
Fair Value Measurements - Warra
Fair Value Measurements - Warrant liability (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Warrant Liability [Roll Forward] | ||||
Beginning balance | $ 0 | |||
Net liabilities assumed from GigCapital5 | 8,894 | |||
Change in fair value | 23,123 | $ 0 | $ 0 | $ 108,100 |
Ending balance | $ 32,017 | $ 0 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value, Concentration of Risk (Details) | Mar. 31, 2024 | Mar. 04, 2024 |
Fair value of common stock | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 1.06 | 3.53 |
Derivative liability, measurement input | 1.06 | 3.53 |
Term in years | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Derivative liability, measurement input | 1.18 | 1.25 |
Volatility of revenue | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 0.26 | 0.26 |
Derivative liability, measurement input | 1.30 | 1.30 |
Discount rate applicable to revenue | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 0.07 | 0.07 |
Risk-free rate | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 0.045 | 0.045 |
Derivative liability, measurement input | 0.05 | 0.049 |
Risk premium | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 0.025 | 0.025 |
Cost of debt | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 0.155 | 0.155 |
Credit risk spread | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 0.11 | 0.11 |
Equity volatility | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 1.30 | 1.30 |
Debt discount | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Derivative liability, measurement input | 0.30 | 0.30 |
Fair Value Measurements - Earno
Fair Value Measurements - Earnout and Derivative Rollforward (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Earnout Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Change in fair value | 1,060,000 |
Ending balance | 1,060,000 |
Derivative Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Fair value at issuance | 5,120,900 |
Change in fair value | (2,983,100) |
Ending balance | $ 2,137,800 |
National Institutes of Health_2
National Institutes of Health Subaward (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Aug. 18, 2022 | Apr. 18, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Grants receivable | $ 1,078,347 | |||||
Grants receivable, annual payment timing, duration | 5 years | |||||
Grant receivable, written notice termination, period | 30 years | |||||
Total costs incurred, grants costs | $ 356,436 | |||||
Costs incurred, grants costs | 7,382 | $ 12,235 | ||||
Prepaid Expenses and Other Current Assets | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Grants receivable | 22,191 | $ 161,638 | ||||
Research and development | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Grant income | 7,031 | 11,123 | ||||
Selling, general and administrative | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Grant income | 351 | $ 1,112 | ||||
Year One Allocation | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total costs incurred, grants costs | 351,994 | |||||
Year Two Allocation | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Total costs incurred, grants costs | $ 194,566 | |||||
For Developing Ultra Sound Scanner To Detect Cancer [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Grants received during the period | $ 1,078,347 | |||||
Government assistance transaction duration | 5 years | |||||
Aggregate costs incurred as per allocation | 349,054 | |||||
Aggregate Costs One Year Allocation | 351,994 | |||||
Aggregate Costs Two Year Allocation | 194,566 | |||||
Aggregate Costs Incurred And Recognized | 318,276 | $ 30,778 | ||||
For Developing Ultra Sound Scanner To Detect Cancer [Member] | Prepaid Expenses and Other Current Assets | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Government assistance cumulative amount current | 161,638 | 30,778 | ||||
For Developing Ultra Sound Scanner To Detect Cancer [Member] | Research and development | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Government assistance amount | 277,037 | 22,503 | ||||
For Developing Ultra Sound Scanner To Detect Cancer [Member] | Selling, general and administrative | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Government assistance amount | $ 41,239 | $ 8,275 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Provision for Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Examination [Line Items] | ||||
United States | $ (6,097,351) | $ (6,254,468) | ||
Foreign | 0 | 0 | ||
Loss before income tax expense | $ (4,298,590) | $ (1,882,947) | (6,097,351) | (6,254,468) |
GIGCAPITAL5, INC [Member] | ||||
Income Tax Examination [Line Items] | ||||
United States | (3,605,472) | (2,287,692) | ||
Foreign | 0 | 0 | ||
Loss before income tax expense | $ (3,605,472) | $ (2,287,692) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 0 | $ 0 |
State and local | 1,600 | 1,600 |
Foreign | 0 | 0 |
Total current tax expense | 1,600 | 1,600 |
Deferred: | ||
Federal | 0 | 0 |
State and local | 0 | 0 |
Foreign | 0 | 0 |
Total deferred | 0 | 0 |
Total income tax expense | 1,600 | 1,600 |
GIGCAPITAL5, INC [Member] | ||
Current: | ||
Federal | 285,990 | 342,216 |
State and local | 133,129 | 144,399 |
Foreign | 0 | 0 |
Total current tax expense | 419,119 | 486,615 |
Deferred: | ||
Federal | 0 | 0 |
State and local | 0 | 0 |
Foreign | 0 | 0 |
Total deferred | 0 | 0 |
Total income tax expense | $ 419,119 | $ 486,615 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Federal Statutory Income Tax Rate to the Effective Income Tax Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Examination [Line Items] | ||
Federal tax at statutory rate | $ (1,280,444) | $ (1,313,438) |
State taxes | (22,915) | (542,562) |
Change in valuation allowance | 1,080,617 | 1,846,087 |
Other | 224,342 | 11,513 |
Total income tax expense | 1,600 | 1,600 |
GIGCAPITAL5, INC [Member] | ||
Income Tax Examination [Line Items] | ||
Federal tax at statutory rate | (757,149) | (480,415) |
State taxes | (236,036) | (184,760) |
Warrant and note payable revaluation | 47,377 | (75,812) |
Change in valuation allowance | 1,364,927 | 1,227,602 |
Total income tax expense | $ 419,119 | $ 486,615 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Effects of Temporary Differences that Gave Rise to Significant Portions of the Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating losses | $ 3,070,085 | $ 2,280,097 |
Stock-based compensation | 856,902 | 784,932 |
Operating lease liabilities | 386,588 | 516,031 |
Section 174 expenses, net | 487,860 | 476,842 |
Accruals and reserves | 489,382 | 227,221 |
Intangible assets | 118,691 | 214,100 |
Property and equipment | 90,104 | 44,128 |
Gross deferred tax assets | 5,499,612 | 4,543,351 |
Valuation allowance | (5,155,597) | (4,074,980) |
Net deferred tax assets | 344,015 | 468,371 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (344,015) | (468,371) |
GIGCAPITAL5 INC [Member] | ||
Deferred tax assets: | ||
Start-up costs | 2,895,226 | 1,530,299 |
Valuation allowance | $ (2,895,226) | $ (1,530,299) |
Income Taxes - Schedule Of The
Income Taxes - Schedule Of The Beginning And Ending Amount Of Gross Unrecognized Tax Benefits (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Balance as the beginning of the year | $ 49,255 | $ 0 |
Increases related to prior year tax positions | 0 | 47,882 |
Increases related to current year tax positions | 0 | 1,373 |
Balance as the end of the year | $ 49,255 | $ 49,255 |
Income Taxes - Schedule Of Th_2
Income Taxes - Schedule Of The Beginning And Ending Amount Of Gross Unrecognized Tax Benefits (Detail)(Parenthetical) | Dec. 31, 2023 USD ($) |
Maximum [Member] | |
Income Tax Examination [Line Items] | |
Signifiacnt change in unrecognized tax benefits is reasonably possible amount of unrecorded benefit | $ 49,255 |
Minimum [Member] | |
Income Tax Examination [Line Items] | |
Signifiacnt change in unrecognized tax benefits is reasonably possible amount of unrecorded benefit | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||||
Valuation allowance | $ 5,155,597 | $ 4,074,980 | |||
Increase in valuation allowance | 1,080,617 | 1,846,087 | |||
Unrecognized tax benefits | 49,255 | 49,255 | $ 0 | ||
Positions recorded | 0 | 1,373 | |||
Effective income tax rate reconciliation, percent | 0% | 0% | |||
Domestic Tax Authority [Member] | 2040 [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Net operating lease carry forwards | 10,700,000 | ||||
State and Local Jurisdiction [Member] | Indfinitely [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Net operating lease carry forwards | 12,448,000 | ||||
GIGCAPITAL5, INC [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Valuation allowance | 2,895,226 | 1,530,299 | |||
Increase in valuation allowance | 1,364,927 | 1,227,602 | |||
Unrecognized tax benefits | 0 | 0 | |||
Amount accrued for payment of interest and penalties | 0 | $ 0 | |||
Positions recorded | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | 14 Months Ended | ||||||||||||||||||||||||||||||||||||
Mar. 04, 2024 USD ($) $ / shares | Feb. 15, 2024 USD ($) | Nov. 30, 2022 $ / shares shares | Sep. 28, 2021 USD ($) $ / shares shares | Sep. 23, 2021 USD ($) $ / shares shares | Nov. 30, 2023 USD ($) shares | Sep. 30, 2023 USD ($) | Jul. 31, 2023 USD ($) | Nov. 30, 2022 $ / shares shares | Jul. 31, 2020 USD ($) STOCKHOLDER NOTE $ / shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) shares $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Feb. 07, 2024 USD ($) | Dec. 13, 2023 USD ($) shares | Oct. 27, 2023 USD ($) | Oct. 26, 2023 USD ($) | Sep. 15, 2023 USD ($) | Sep. 12, 2023 USD ($) | Aug. 29, 2023 USD ($) | Aug. 28, 2023 USD ($) | Aug. 15, 2023 USD ($) | Jul. 25, 2023 USD ($) | Jun. 26, 2023 USD ($) | Jun. 12, 2023 USD ($) | May 03, 2023 USD ($) RESTATEMENT | Apr. 27, 2023 USD ($) | Mar. 28, 2023 USD ($) | Feb. 27, 2023 USD ($) | Jan. 25, 2023 USD ($) | Dec. 27, 2022 USD ($) | Nov. 28, 2022 USD ($) | Oct. 26, 2022 USD ($) | Sep. 26, 2022 USD ($) | Sep. 23, 2022 $ / shares | Mar. 31, 2022 | Dec. 31, 2020 | Jul. 01, 2020 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Accrued liabilities current | $ 2,813,262 | $ 369,651 | $ 368,366 | $ 369,651 | |||||||||||||||||||||||||||||||||||||
Debt instrument converted instrument amount | $ 3,433,388 | $ 0 | |||||||||||||||||||||||||||||||||||||||
Induced conversion of debt expenses | 168,356 | $ 0 | |||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 956,550 | $ 402,000 | |||||||||||||||||||||||||||||||||||||||
Common stock, shares, issued (in shares) | shares | 21,437,216 | 9,575,925 | 27,580,040 | 9,575,925 | |||||||||||||||||||||||||||||||||||||
Number of restatement | RESTATEMENT | 6 | ||||||||||||||||||||||||||||||||||||||||
Contract with customer, liability | $ 343,651 | $ 347,619 | $ 0 | $ 347,619 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | $ 0 | 947,850 | |||||||||||||||||||||||||||||||||||||||
Sale of units in private placement | shares | 490,000 | ||||||||||||||||||||||||||||||||||||||||
Sale of units description | In November 2022, the Company initiated an offering to sell to a select group of accredited investors only, on a private placement basis, 1,000,000 units for a purchase price of $4.00 per unit (the “Units”), each Unit consisting of one share of common stock and one warrant to purchase one share of common stock with an exercise price of $4.00 (the “2022 Offering”). | In November 2022, the Company initiated an offering to sell to a select group of accredited investors only, on a private placement basis, 342,703 units for a purchase price of $11.67 per unit (the “Units”), each Unit consisting of one share of common stock and one warrant to purchase one share of common stock (the “QT Imaging Private Placement Warrants”) with an exercise price of $11.67 (the “2022 Offering”). | |||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||
Note Payable to related party | $ 0 | $ 705,000 | $ 0 | $ 705,000 | |||||||||||||||||||||||||||||||||||||
Private Placement | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 1,026,550 | $ 906,300 | |||||||||||||||||||||||||||||||||||||||
Sale of units in private placement | shares | 1,000,000 | 342,703 | 0 | 261,250 | 228,750 | 167,925 | |||||||||||||||||||||||||||||||||||
Sale of stock price per unit | $ / shares | $ 11.67 | $ 11.67 | |||||||||||||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 8 | $ 100 | |||||||||||||||||||||||||||||||||||||||
Common stock, shares, issued (in shares) | shares | 27,941,290 | 27,580,040 | 27,941,290 | ||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||
Common Stock | Private Placement | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 261 | $ 229 | |||||||||||||||||||||||||||||||||||||||
Investor | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8% | 5% | |||||||||||||||||||||||||||||||||||||||
Minimum proceeds from equity financing | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||||
Long term debt date of maturity | Jul. 01, 2025 | Jul. 01, 2025 | |||||||||||||||||||||||||||||||||||||||
Debt instrument number of shares issuable upon conversion | shares | 704,299 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument converted instrument amount | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest component converted into equity | $ 33,644 | ||||||||||||||||||||||||||||||||||||||||
Debt conversion converted amount shares issued | shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||
Induced conversion of debt expenses | $ 168,356 | ||||||||||||||||||||||||||||||||||||||||
Convertible notes non current | 3,143,725 | 3,343,725 | $ 3,143,725 | ||||||||||||||||||||||||||||||||||||||
Interest payable current | 377,772 | 230,627 | 377,772 | ||||||||||||||||||||||||||||||||||||||
Interest expenses on long term debt | 180,789 | $ 137,709 | |||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 3,500,000 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 5 | ||||||||||||||||||||||||||||||||||||||||
Investor | Working Capital Note | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | 705,000 | 705,000 | $ 55,000 | $ 50,000 | $ 75,000 | $ 100,000 | $ 75,000 | $ 100,000 | $ 250,000 | ||||||||||||||||||||||||||||||||
Three Hundred And Three Development Corporation | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Contracts With Customer liability advances received during the period | $ 100,000 | $ 200,000 | |||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Accrued liabilities current | $ 893,830 | $ 103,344 | $ 893,830 | ||||||||||||||||||||||||||||||||||||||
Common stock, shares, issued (in shares) | shares | 6,545,000 | 6,545,000 | 6,545,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | $ 225,400,000 | $ 30,000,000 | |||||||||||||||||||||||||||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | ||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.5 | $ 11.5 | $ 11.5 | ||||||||||||||||||||||||||||||||||||||
Minimum price per share required for redemption of warrants | $ / shares | $ 18 | $ 18 | |||||||||||||||||||||||||||||||||||||||
Holding period of shares for completion of initial business combination | 6 months | ||||||||||||||||||||||||||||||||||||||||
Period after completion of business combination to allow transfer of shares | 30 days | ||||||||||||||||||||||||||||||||||||||||
Warrants transfer restrictions period following consummation of business combination | 1 year | ||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 960,000 | ||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||
Note Payable to related party | $ 1,506,389 | $ 257,492 | $ 1,506,389 | ||||||||||||||||||||||||||||||||||||||
Fair value, option, aggregate differences | 1,560,000 | 1,560,000 | |||||||||||||||||||||||||||||||||||||||
Debt discount on note payable to related party | 245,253 | $ 54,034 | |||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Working Capital Note | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,500,000 | $ 1,500,000 | $ 53,640 | $ 381,360 | $ 65,000 | $ 130,000 | $ 65,000 | $ 130,000 | $ 350,000 | $ 65,000 | |||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 10 | $ 10 | |||||||||||||||||||||||||||||||||||||||
Note Payable to related party | $ 1,506,389 | $ 1,506,389 | |||||||||||||||||||||||||||||||||||||||
Fair value, option, aggregate differences | 8,897 | 8,897 | |||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Extension Note | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 1,560,000 | 1,560,000 | $ 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||
Debt instrument average market discount rate | 18.22% | ||||||||||||||||||||||||||||||||||||||||
Debt discount on reduction to carrying principle amount | $ 299,287 | ||||||||||||||||||||||||||||||||||||||||
Debt discount on note payable to related party | 1,564,673 | ||||||||||||||||||||||||||||||||||||||||
Total interest expenses | 219,686 | ||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 61,687 | $ 61,687 | |||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Maximum | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Period after initial business combination to allow transfer of shares | 90 days | ||||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Private Placement | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | $ 6,900,000 | ||||||||||||||||||||||||||||||||||||||||
Sale of units description | Each Private Placement Unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one redeemable warrant. | ||||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Private Placement | Working Capital Note | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Sale of units in private placement | shares | 150,000 | 150,000 | |||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Insider Shares Grant Agreements | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Effective date of grant award agreement | Sep. 23, 2021 | ||||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Common Stock | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Common stock, shares, issued (in shares) | shares | 6,545,000 | 6,545,000 | |||||||||||||||||||||||||||||||||||||||
Stock price threshold that allows transfer of shares | $ / shares | $ 11.5 | ||||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Common Stock | Maximum | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 9.2 | $ 9.2 | |||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Common Stock | Private Placement | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock per unit | shares | 1 | 1 | |||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Warrants | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Sale of units description | Each Public Unit consists of one share of the Company’s common stock (a “Public Share”), $0.0001 par value, and one redeemable warrant (a “Public Warrant”). | ||||||||||||||||||||||||||||||||||||||||
Period after business combination when warrants become exercisable | 30 days | ||||||||||||||||||||||||||||||||||||||||
Period after offering when warrants become exercisable | 12 months | ||||||||||||||||||||||||||||||||||||||||
Warrants exercisable expiration period after completion of business combination | 5 years | ||||||||||||||||||||||||||||||||||||||||
Net cash settlement value of warrants | $ 0 | ||||||||||||||||||||||||||||||||||||||||
Redemption price per warrant | $ / shares | $ 0.01 | 0.01 | |||||||||||||||||||||||||||||||||||||||
Minimum period of prior written notice of redemption of warrants | 30 days | ||||||||||||||||||||||||||||||||||||||||
Minimum price per share required for redemption of warrants | $ / shares | $ 18 | $ 18 | |||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Warrants | Private Placement | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock per unit | shares | 1 | 1 | |||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Founders | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Forfeiture of shares | shares | 4,312,500 | ||||||||||||||||||||||||||||||||||||||||
Sale of units in private placement | shares | 795,000 | ||||||||||||||||||||||||||||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | ||||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Founders | Private Placement | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Sale of units in private placement | shares | 795,000 | ||||||||||||||||||||||||||||||||||||||||
Sale of stock price per unit | $ / shares | $ 10 | ||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock per unit | shares | 1 | 1 | 1 | ||||||||||||||||||||||||||||||||||||||
Sale of units description | Each Private Placement Unit consists of one share of the Company’s common stock and one warrant (a “Private Placement Warrant”). | ||||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Founders | Common Stock | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Sale of common stock, Shares | shares | 5,735,000 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of unit | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||
Sale of common stock price per share | $ / shares | $ 0.0043592 | ||||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Founders | Warrants | Private Placement | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Period after business combination when warrants become exercisable | 30 days | ||||||||||||||||||||||||||||||||||||||||
Period after offering when warrants become exercisable | 12 months | ||||||||||||||||||||||||||||||||||||||||
Warrants exercisable expiration period after completion of business combination | 5 years | ||||||||||||||||||||||||||||||||||||||||
Sale of units description | (or such lesser period depending upon the number of one-month extensions which occur) | ||||||||||||||||||||||||||||||||||||||||
Net cash settlement value of warrants | $ 0 | ||||||||||||||||||||||||||||||||||||||||
Redemption price per warrant | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||
Minimum period of prior written notice of redemption of warrants | 30 days | ||||||||||||||||||||||||||||||||||||||||
Minimum price per share required for redemption of warrants | $ / shares | $ 18 | $ 18 | |||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Mr Weightman | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Forfeiture of shares | shares | 5,000 | ||||||||||||||||||||||||||||||||||||||||
Monthly payment for services | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Mr Weightman | Maximum | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Monthly payment for services | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Mr Weightman | Insider Shares Grant Agreements | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Effective date of grant award agreement | Sep. 23, 2021 | ||||||||||||||||||||||||||||||||||||||||
Common stock issued in consideration for future service | shares | 5,000 | 5,000 | 5,000 | ||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | GigManagement, LLC | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Accrued liabilities current | $ 780,000 | $ 780,000 | |||||||||||||||||||||||||||||||||||||||
Related party transaction, amounts of transaction | 30,000 | ||||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Sponsor | First Non-Convertible Working Capital Note | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 66,360 | ||||||||||||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Sponsor | Working Capital Note | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 53,640 | $ 381,360 | $ 65,000 | $ 130,000 | $ 65,000 | $ 130,000 | 350,000 | $ 65,000 | $ 65,000 | $ 65,000 | 65,000 | ||||||||||||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Sponsor | Extension Note | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 160,000 | $ 160,000 | $ 160,000 | ||||||||||||||||||||||||||||||||||||||
Advisory Fees To Directors For Board Committee Services And Analytical Services | GIGCAPITAL5, INC [Member] | Director | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Accrued liabilities current | 696,000 | 696,000 | |||||||||||||||||||||||||||||||||||||||
Management Services Agreement | John Han C Clock | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Other operating income | 48,000 | $ 48,000 | |||||||||||||||||||||||||||||||||||||||
Accounts payable current | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||
Business Associate Agreement | John Han C Clock | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Non trade receivables current | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||
Business Associate Agreement | Selling, general and administrative | John Han C Clock | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Related party transactions purchases from related party | 8,100 | $ 7,200 | |||||||||||||||||||||||||||||||||||||||
2020 Notes | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5% | 8% | |||||||||||||||||||||||||||||||||||||||
Number of convertible notes issued | NOTE | 3 | ||||||||||||||||||||||||||||||||||||||||
Number of stockholders | STOCKHOLDER | 3 | ||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 14.59 | ||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||||
Common stock, shares, issued (in shares) | shares | 244,308 | ||||||||||||||||||||||||||||||||||||||||
Interest receivable | $ 420,700 | $ 377,772 | $ 377,772 | ||||||||||||||||||||||||||||||||||||||
Interest expense | 42,929 | 44,923 | |||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 3,500,000 | 3,143,725 | |||||||||||||||||||||||||||||||||||||||
Working Capital Loan and Extension Note | Working Capital Loans | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, additional principal amount | $ 55,000 | $ 50,000 | $ 75,000 | $ 100,000 | $ 75,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||
Debt instrument face amount | 705,000 | $ 250,000 | |||||||||||||||||||||||||||||||||||||||
Working Capital Loan and Extension Note | Extension Note | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Notes assumed | $ 1,560,000 | ||||||||||||||||||||||||||||||||||||||||
Management Services and Business Associate Agreement | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Management fee expense | 12,000 | 12,000 | |||||||||||||||||||||||||||||||||||||||
Accounts payable | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Related party transaction, amounts of transaction | $ 1,800 | $ 2,700 | |||||||||||||||||||||||||||||||||||||||
Foundation | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Contract with customer, liability | $ 100,000 | $ 200,000 | |||||||||||||||||||||||||||||||||||||||
Subsequent Event | GIGCAPITAL5, INC [Member] | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 0 | ||||||||||||||||||||||||||||||||||||||||
Subsequent Event | Non-Convertible Loan Working Capital Amendment | GIGCAPITAL5, INC [Member] | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 262,247 | ||||||||||||||||||||||||||||||||||||||||
Subsequent Event | Non-Convertible Loan Working Capital Amendment | GIGCAPITAL5, INC [Member] | Second Non-Convertible Working Capital Note | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | 262,247 | ||||||||||||||||||||||||||||||||||||||||
Subsequent Event | Non-Convertible Loan Working Capital Amendment | GIGCAPITAL5, INC [Member] | Third Non Convertible Working Capital Note | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | 297,247 | 297,247 | |||||||||||||||||||||||||||||||||||||||
Subsequent Event | Non-Convertible Loan Working Capital Amendment | GIGCAPITAL5, INC [Member] | Sponsor | Second Non-Convertible Working Capital Note | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 195,887 | ||||||||||||||||||||||||||||||||||||||||
Subsequent Event | Non-Convertible Loan Working Capital Amendment | GIGCAPITAL5, INC [Member] | Sponsor | Third Non Convertible Working Capital Note | |||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 35,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Apr. 17, 2024 USD ($) | Apr. 05, 2024 | Mar. 04, 2024 USD ($) $ / shares shares | Mar. 01, 2024 USD ($) shares | Feb. 29, 2024 USD ($) $ / shares shares | Feb. 28, 2024 shares | Feb. 26, 2024 shares | Sep. 28, 2021 shares | Feb. 29, 2024 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 shares | Feb. 23, 2024 USD ($) shares | Feb. 22, 2024 USD ($) shares | Feb. 21, 2024 USD ($) shares | Feb. 20, 2024 USD ($) shares | Feb. 15, 2024 USD ($) | Feb. 07, 2024 USD ($) | Feb. 01, 2024 USD ($) $ / shares | Sep. 26, 2022 USD ($) | |
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock value subscribed but not issued in the combined company | $ | $ 500,000 | ||||||||||||||||||||
Debt instrument converted instrument amount | $ | $ 3,433,388 | $ 0 | |||||||||||||||||||
Stock issued during the period value new issues | $ | $ 956,550 | $ 402,000 | |||||||||||||||||||
Share based compensation arrangement by share award non vested options forfeited in period shares | shares | 293,615 | 22,396 | |||||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 1,231,574 | ||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Sublease periodic payments | $ | $ 5,666 | ||||||||||||||||||||
Sublease term | 1 year | ||||||||||||||||||||
Sublease renewal term | 1 year | ||||||||||||||||||||
Services agreement, service term | 1 year | ||||||||||||||||||||
Subscription Agreement With William Blair And Co LLC [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock shares issued and convertible into shares of the company upon consummation of business combination | shares | 740,000 | ||||||||||||||||||||
Non Redemption Agreement Two Thousand And Twenty Three Mizhuo Securities USA LLC [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock shares issuable and convertible into shares of the company upon consummation of business combination | shares | 100,000 | 100,000 | |||||||||||||||||||
Common stock shares subscribed but unissued value | $ | $ 250,000 | $ 250,000 | |||||||||||||||||||
Additional Subscription Agreement With Donnelly Financial Solutions [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock shares issuable and convertible into shares of the company upon consummation of business combination | shares | 200,000 | 200,000 | |||||||||||||||||||
Common stock shares subscribed but unissued value | $ | $ 500,000 | $ 500,000 | |||||||||||||||||||
Additional Subscription Agreement With IB Capital LLC [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock shares issuable and convertible into shares of the company upon consummation of business combination | shares | 240,000 | 240,000 | |||||||||||||||||||
Common stock shares subscribed but unissued value | $ | $ 600,000 | $ 600,000 | |||||||||||||||||||
Cable Car Note Purchase Agreement [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debt instrument term | 13 months | ||||||||||||||||||||
Common stock shares issued and convertible into shares of the company upon consummation of business combination | shares | 180,000 | ||||||||||||||||||||
Principal amount | $ | $ 1,500,000 | ||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 2 | ||||||||||||||||||||
Settlement And Termination Agreement With Lion Bay Ventures [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period | shares | 17,000 | ||||||||||||||||||||
Share based compensation by share based award options expirations in period weighted average exercise period | $ / shares | $ 8.5 | ||||||||||||||||||||
Stock issued during the period shares new issues | shares | 10,000 | ||||||||||||||||||||
Subscription And Business Combination Agreement [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Stock issued during the period shares new issues | shares | 583,596 | ||||||||||||||||||||
Stock issued during the period value new issues | $ | $ 500,000 | ||||||||||||||||||||
Stock shares issued during the period converted into common stock of the company | shares | 200,000 | ||||||||||||||||||||
Business Combination Agreement [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Class of warrants or rights exercise price of warrants or rights cancelled | $ / shares | $ 4 | ||||||||||||||||||||
Share based compensation arrangement by share award non vested options forfeited in period shares | shares | 3,646,921 | ||||||||||||||||||||
Yorkville Note Agreement [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debt instrument stated interest rate percentage | 6% | ||||||||||||||||||||
Debt instrument term | 15 months | ||||||||||||||||||||
Debt instrument default interest rate percentage | 18% | ||||||||||||||||||||
Proceeds from convertible debt | $ | $ 9,005,000 | ||||||||||||||||||||
Stock issued during the period shares conversion of convertible securities | shares | 1,000,000 | ||||||||||||||||||||
US Capital Note Balance [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debt instrument converted instrument shares issued | shares | 291,798 | ||||||||||||||||||||
Debt instrument accrued interest component converted into equity | $ | $ 3,233,388 | ||||||||||||||||||||
Debt instrument principal component converted into equity | $ | $ 200,000 | ||||||||||||||||||||
Debt instrument converted number of shares issued for accrued interest | shares | 1,048,330 | ||||||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 60,329 | ||||||||||||||||||||
Class of warrants or rights number of shares issued exercise of warrants | shares | 16,320 | ||||||||||||||||||||
Non Redemption Agreement September Two Thousand And Twenty Three [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Stock issued during the period shares new issues | shares | 427,477 | ||||||||||||||||||||
Bridge Loan Agreement [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Cash payment option excercised by each lender | $ | $ 240,000 | ||||||||||||||||||||
Aggregate cash payment option excercised | $ | $ 960,000 | ||||||||||||||||||||
GIGCAPITAL5, INC [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock shares issued such that these shares represent ownership by investee in the current company | shares | 740,000 | ||||||||||||||||||||
Stock issued during the period shares new issues | shares | 23,000,000 | ||||||||||||||||||||
Principal amount | $ | $ 960,000 | ||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Temporary equity, shares outstanding | shares | 848,003 | ||||||||||||||||||||
Percent of shares part of public offering | 3.7 | ||||||||||||||||||||
Proceeds from trust account | $ | $ 9,356,221 | ||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Subsequent Event | Third Non Convertible Extension Note | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Principal amount | $ | $ 297,247 | ||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Subsequent Event | Third Non Convertible Extension Note | Sponsor | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Principal amount | $ | $ 35,000 | ||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Subsequent Event | Yorville Note [Member] | Yorkville [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debt instrument stated interest rate percentage | 6% | ||||||||||||||||||||
Common stock shares issued such that these shares represent ownership by investee in the current company | shares | 1,000,000 | ||||||||||||||||||||
Debt instrument term | 15 months | ||||||||||||||||||||
Proceeds from debt net of issuance costs | $ | $ 9,000,000 | ||||||||||||||||||||
Debt instrument default interest rate percentage | 18% | ||||||||||||||||||||
Principal amount | $ | $ 10,000,000 | ||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Non-Convertible Loan Working Capital Amendment | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Principal amount | $ | $ 262,247 | ||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Non-Convertible Loan Working Capital Amendment | Subsequent Event | Second Non-Convertible Working Capital Note | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Principal amount | $ | 262,247 | ||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Non-Convertible Loan Working Capital Amendment | Subsequent Event | Second Non-Convertible Working Capital Note | Sponsor | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Principal amount | $ | $ 195,887 | ||||||||||||||||||||
GIGCAPITAL5, INC [Member] | Gig Acquisition Five [Member] | Subsequent Event | Eleventh Amended And Restated Working Capital Note [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debt instrument converted instrument amount | $ | $ 943,640 | ||||||||||||||||||||
Debt instrument converted instrument shares issued | shares | 94,364 | ||||||||||||||||||||
Debt instrument converted warrants issued | shares | 94,364 | ||||||||||||||||||||
Repayment of convertible debt | $ | $ 556,360 | ||||||||||||||||||||
Principal amount | $ | $ 1,500,000 | ||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 10 | ||||||||||||||||||||
GIGCAPITAL5, INC [Member] | QTI Holdings [Member] | Funicular Funds LP [Member] | Subsequent Event | Note Purchase Agreement [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Debt instrument stated interest rate percentage | 0% | 0% | |||||||||||||||||||
Common stock shares issued such that these shares represent ownership by investee in the current company | shares | 180,000 | ||||||||||||||||||||
Debt instrument term | 13 months | ||||||||||||||||||||
Principal amount | $ | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 2 | $ 2 | |||||||||||||||||||
Services Share Issuance Agreement [Member] | GIGCAPITAL5, INC [Member] | QTI Holdings [Member] | Subsequent Event | Mizuho Securities USA LLC [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock value subscribed but not issued in the combined company | $ | $ 250,000 | ||||||||||||||||||||
Common stock shares subscribed but not issued in the combined company | shares | 100,000 | ||||||||||||||||||||
Insider Shares Grant Agreements [Member] | GIGCAPITAL5, INC [Member] | Restricted Stock [Member] | Non Employee Consultants [Member] | Subsequent Event | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Share based compensation by share based award equity instruments other than options forefeited during the period | shares | 5,000 | ||||||||||||||||||||
Subscription Agreement [Member] | GIGCAPITAL5, INC [Member] | IB Capital LLC [Member] | Subsequent Event | QTI Holdings [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock value subscribed but not issued in the combined company | $ | $ 600,000 | ||||||||||||||||||||
Common stock shares subscribed but not issued in the combined company | shares | 240,000 | ||||||||||||||||||||
Subscription Agreement [Member] | GIGCAPITAL5, INC [Member] | QTI Holdings [Member] | Subsequent Event | Donnelly Financial Solutions [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock shares subscribed but not issued in the combined company | shares | 200,000 |